EXHIBIT 10.3

                                EARNOUT AGREEMENT
                                -----------------

     This  Earnout  Agreement  ("Agreement")  is  entered  into  this     day of
                                 ---------                           -----
January,  2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr.,
John  Steven  Lawler,  James  David  Shaw, William Joseph Aycock, Jr., Jerry Ray
Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller"
                                                                         ------
and  collectively,  the  "Sellers"),  Deer Valley Homebuilders, Inc., an Alabama
                          -------
corporation  ("Deer  Valley"),  and  DeerValley  Acquisitions  Corp.,  a Florida
               ------------
corporation  (the  "Buyer").
                    -----

                                    RECITALS

     A.      Pursuant  to  the Common Stock Purchase Agreement dated November 1,
2005  (the  "Purchase  Agreement"), Sellers have, on this date, sold 100% of the
             -------------------
issued  and  outstanding  capital  stock  of  Deer  Valley  to  the  Buyer.

     B.     The Purchase Agreement provides that a portion of the Purchase Price
(as  defined  in  the  Purchase  Agreement)  is  to be calculated and paid as an
earnout  based  upon  the  Net Income Before Taxes (hereinafter defined) of Deer
Valley.

     C.     Sellers  have  agreed  that determination and payment of the earnout
contemplated  by the Purchase Agreement is to be in accordance with the terms of
this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the premises and of the respective
covenants  and  provisions  herein  contained,  each  Seller  and Buyer agree as
follows:

                                   ARTICLE I.
                                PRICE ADJUSTMENT
                                ----------------

     1.1     Annual Price Adjustment.  For each Earnout Year (as defined below),
             -----------------------
the  Buyer  shall  accrue  a liability in an amount equal to: (a) the Net Income
                                                               -
Before  Taxes  of  Deer  Valley for such Earnout Year (as determined pursuant to
Article  II below) minus $1,000,000; multiplied by  (b) fifty (50%) percent (the
                                     -------------   -
"Annual  Price  Adjustment").  For example, if the Net Income Before Taxes for a
 -------------------------
particular Earnout Year is $3,000,000, then the Annual Price Adjustment for such
Earnout Year will be $1,000,000. The Annual Price Adjustment shall be determined
and  deposited  annually on or before the earlier of: (y) twenty days (20) after
                                                       -
the  completion  of  the  audit of the Parent Company's financial statements for
such  Earnout  Year;  or (z) ninety days following the end of such Earnout Year.
                          -
The  annual  period  used  to  measure  the Annual Price Adjustment shall be the
Company's  fiscal  year (each, an "Earnout Year").  All payments made under this
                                   ------------
Agreement  shall  be  treated  as  an  adjustment  to  the  Purchase Price.  The
aggregate  of  such  accrued  liabilities being referred to herein as the "Price
                                                                           -----
Adjustment  Target  Account  or"PATA."  As to the start date, calculation of the
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contributions  related  to the PATA shall include the Net Income Before Taxes of
Deer  Valley  for  the  fourth  quarter  of  2005  (which  shall include revenue
generated  by  homes  delivered  by  Deer  Valley  on or after October 2, 2005),
however  the  $1,000,000  calculation  for  the  fourth quarter of 2005 shall be
$250,000.  Such  accrual for the fourth quarter of 2005 shall be available for a
cash  distribution  in  accordance  with Section 1.3 below after the 2006 fiscal
year.

     1.2     Security  for the PATA Account.  The Buyer shall secure liabilities
             ------------------------------
accrued under Section 1.1 above by either: (a) depositing cash into a segregated
                                            -
account  maintained  with  an escrow agent mutually agreed to by the Buyer and a

<PAGE>

Majority  of  the  Sellers (the "Escrow Agent"); (b) by delivering or depositing
                                 ------------     -
marketable  securities, which shall not be securities of the Buyer or the Parent
Company,  or  bonds  with the Escrow Agent; or (c) by posting a letter of credit
                                                -
provided  by  a federally insured bank for the benefit of the Sellers, which may
or may not be the escrow agent.  The form of the security referenced above being
in  Buyer's sole discretion.  The Buyer and the Seller shall mutually agree upon
an escrow agent within thirty (30) days of the date of this Agreement.  The PATA
Account  does  not  decrease  for  losses sustained by Deer Valley in subsequent
years,  by  devaluation of the securities deposited with the Escrow Agent, or by
any  other  means, except as provided herein by the provisions allowing for Cash
Distributions  (as  defined  below),  for  payments on the Distribution Date (as
defined  below),  Forfeiture  (as  defined below), or otherwise provided herein.

     1.3     Early  Cash  Distributions.  At any time after determination of the
             --------------------------
Annual  Price  Adjustment  for  each  Earnout  Year, each Seller may request, in
writing,  a  cash  payment  in  an  amount  equal  to:  (a) the Cumulative Price
                                                         -
Adjustments  multiplied by fifty (50%) percent; multiplied by (b) the percentage
                                                -------------  -
(%)  set  forth  next  to  such  Seller's name on Exhibit"A" attached hereto, as
                                                  ----------
Exhibit"A"  may  be  amended  pursuant  to Section 1.5 below; (c) minus any Cash
----------                                                        -----
Distributions  previously  made  to  such Seller under this Section 1.3 (each, a
"Cash  Distribution").  For  example,  if  (a)  the  Cumulative  Adjustments are
   ----------------
$1,000,000,  (b)  the percentage set forth next to a particular Seller's name on
Exhibit  A  is  30%,  and  (c)  such Seller has not previously received any Cash
Distributions  under  this Section 1.3, then the Cash Distribution available for
such  Seller  is  $150,000.  By way of additional example, if (a) the Cumulative
Adjustments  are  $1,000,000,  (b) the percentage set forth next to a particular
Seller's  name  on Exhibit A is 30%, and (c) the total amount previously paid to
such  Seller  under  this  Section  1.3  is  $75,000, then the Cash Distribution
available  for  such  Seller is $75,000.  Deer Valley shall make a Seller's Cash
Distribution  within  forty-five  (45) days after receipt of written notice from
such  Seller.  Each Seller is entitled to receive only one cash distribution per
fiscal  year  under this Section 1.3.  The security required pursuant to Section
1.2  above  shall  be  reduced  by  the  aggregate  Cash  Distributions.

     1.4     Payments  on  the  Distribution  Date.  Within forty-five (45) days
             -------------------------------------
after  the  earlier of: (a) the determination of the Annual Price Adjustment for
                         -
the  2013  fiscal  year;  (b)  the  date  that  both  (i)  the  Cumulative Price
                           -                           -
Adjustments  (as  defined  in  Section 4.1 below) equals $6,000,000 and (ii) the
                                                                         --
five  (5)  year  term  of each Employment Agreement has expired; or (c) upon the
                                                                     -
Sale  of  the  Business  (as  defined  in  Section 4.1 below) (the "Distribution
                                                                    ------------
Date"),  Deer  Valley  shall  pay  to  each  Seller  an amount equal to: (y) the
                                                                          -
Cumulative  Price Adjustments multiplied by the percentage (%) set forth next to
                              -------------
such Seller's name on Exhibit"A" attached hereto, as may be amended from time to
                      ----------
time  pursuant  to  Section  1.5 below; minus (z) any Cash Distributions made to
                                        -----  -
such Seller under Section 1.3 above; provided, however, if payment is being made
under  this  Section  2.4  due  to the Sale of the Business, then the Cumulative
Price  Adjustments shall be deemed to be $6,000,000, minus any payments that may
                                                     -----
have  been  forfeited  under  Section  1.5(y)  below.
                                           -

     1.5     Forfeiture.  If,  before  the  Distribution  Date,  (a)  the Parent
             ----------                                           -
Company or Deer Valley terminates a Seller's employment for Cause (as defined in
each  Employment  Agreement),  (b)  a Seller terminates his employment with Deer
                                -
Valley  prior  to  the five (5) year term of each Employment Agreement, or (c) a
                                                                            -
Seller  breaches  the  terms  of  a  Non-Competition  Agreement (in each case, a
"Forfeiture  Event"), then, upon written notice by Parent Company or Deer Valley
 -----------------
to  such  Seller,  such  Seller (a "Forfeiting Seller") shall have forfeited his
                                    -----------------
interest in the Price Adjustment Target Account (the "Forfeited PATA Interest").
                                                      -----------------------
Upon  a Forfeiture Event, (y) fifty (50%) percent of the Forfeited PATA Interest
                           -
shall  be  immediately  released from the Price Adjustment Target Account to the

<PAGE>

Buyer,  and (z) the remaining fifty (50%) percent of the Forfeited PATA Interest
             -
shall  be  allocated to the remaining Seller's pro-rata according to Exhibit"A",
                                                                     ----------
as  amended,  and  distributed  accordingly  on  the  Distribution Date.  Upon a
Forfeiture  Event,  Exhibit"A"  shall  be  deemed  amended  to  reflect that the
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Forfeiting  Seller's  interest  has  been allocated to the remaining Sellers, as
follows:  each remaining Seller's percentage interest shall equal (i) the number
of  shares stated next to such Seller's name on Exhibit "A," divided by (ii) the
                                                             ----------
total  number  of  shares  held  by  all  Sellers  less  the  shares held by the
Forfeiting Seller.  Notwithstanding anything to the contrary, a Forfeiture Event
shall not affect any Cash Distributions made prior to the date of the Forfeiture
Event.

                                   ARTICLE II.
                     COMPUTATION OF NET INCOME BEFORE TAXES
                     --------------------------------------

     2.1     Manner  of Computation. For purposes of this Agreement, "Net Income
             ----------------------                                   ----------
Before Taxes" for any Earnout Year shall mean the consolidated net income before
------------
taxes  of Deer Valley, after deduction of all expenses, including deductions for
profit  sharing  or  bonuses  accrued by any employees of Deer Valley, including
profit  sharing of the Sellers under the terms of each Employment Agreement. Net
Income  Before  Taxes  shall be determined in accordance with generally accepted
accounting  principles  ("GAAP")  as  determined  by  the  firm  of  independent
                          ----
certified  public  accountants  engaged  by  the  Parent Company for purposes of
auditing  its  year  end  financial  statements for reporting purposes under the
Exchange  Act  (the "Audit"), or such other firm of independent certified public
                     -----
accountants  as  selected  by  the  Board  of  Directors  of  the Parent Company
("Accountants").  In  determining  Net  Income  Before  Taxes:
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     (a)     No  deduction  shall be made for expenses necessary to maintain the
Parent  Company's status as a public company reporting under the Exchange Act of
1934,  as amended (the "Exchange Act"), including any additional staff that Deer
Valley  may  require  to  facilitate  additional  record  keeping  necessary for
compliance  with  the Exchange Act, and any audit and legal fees incurred by the
Parent  Company  in  connection  with  filings  under  the  Exchange  Act;

     (b)     The  purchase  and  sales prices of goods and services sold by Deer
Valley  to  Parent  Company  or  its Affiliates or purchased or received by Deer
Valley  from  Parent  Company or its Affiliates shall be adjusted to reflect the
amounts  that  Deer  Valley  would  have  realized  or  paid  if dealing with an
independent  party  in  an  arm's-length  commercial  transaction;

     (c)     The  Parent  Company  may  charge interest on any loans or advances
made by Parent Company to Deer Valley in connection with its business operations
at  an annual rate equal to that rate of interest from time to time announced by
The  Wall  Street  Journal  as  its  prime  rate  (adjusted annually); provided,
however,  that  the Parent Company may not take monies from Deer Valley and loan
or  advance  those  monies  back  to  Deer  Valley.

     (d)     An annual audit and associated quarterly reviews fee of $30,000 per
manufacturing  plant  per  year  shall  be   expensed   to  Deer   Valley;   and

     (e)     The  Net Income Before Taxes of any additional plants or facilities
acquired  or  added  by  Deer  Valley shall be included in the Net Income Before
Taxes  (an  "Additional  Plant");  provided, however, the costs of financing the
             -----------------
acquisition  of  each  Additional  Plant  (including dividends paid on preferred
stock),  and  expenses  related to the operation of such Additional Plant, shall
reduce  the  Net  Income  Before  Taxes.

<PAGE>

     2.2     Time  of  Determination.
             -----------------------

     (a)     The  Net  Income Before Taxes of Deer Valley shall be determined by
the  Accountants  promptly  after  completion of the Audit. Copies of its report
setting  forth  its  computation  of  the Net Income Before Taxes of Deer Valley
shall  be  submitted  in  writing  to the Sellers and Parent Company and, unless
either  Parent  Company  or  a  Majority  of the Sellers provides written notice
within  forty-five  (45) days after receipt of the report that it objects to the
computation  of  the Net Income Before Taxes set forth therein, the report shall
be binding and conclusive for the purposes of this Agreement. Sellers shall have
access  to  the  books and records of Deer Valley and to Accountants' workpapers
during regular business hours to verify the computation of the Net Income Before
Taxes  made  by  the  Accountants.

     (b)     If  either  Parent  Company  or  a Majority of the Sellers provides
notice  in  writing  within  forty-five  (45) days after receipt of Accountants'
report  that  it  objects  to the computation of the Net Income Before Taxes set
forth  therein, the amount of the Net Income Before Taxes for the fiscal year to
which such report relates shall be determined by negotiation between Sellers and
Parent  Company.  If  a Majority of the Sellers and Parent Company are unable to
reach  agreement  within  forty-five  (45)  days  after  such  notification, the
determination  of  the  amount  of the Net Income Before Taxes for the period in
question  shall  be  submitted  to  a  mutually  agreeable  third-party  firm of
independent   certified   public   accountants   ("Special  Accountants")   for
                                                   --------------------
determination,  whose  determination  shall  be  binding  and  conclusive on the
parties.  If  the Special Accountants determine that the Net Income Before Taxes
has been understated by three percent (3%) percent or more, then the Buyer shall
pay  the  Special  Accountants'  fees,  costs and expenses. If Net Income Before
Taxes  has  not  been  understated  or  has  been understated by less than three
percent  (3%)  percent,  then  the Special Accountants' fees, costs and expenses
shall be deducted as expenses from the Special Accountants' determination of Net
Income  Before  Taxes  for  that  particular  fiscal  year.

                                  ARTICLE III.
                             SETOFF; ACKNOWLEDGMENT
                             ----------------------

     3.1     Right  of  Setoff.     Notwithstanding anything contained herein to
             -----------------
the contrary, and as a non-exclusive remedy, Buyer and Parent Company shall have
the  right to withhold and set-off any amounts due to a Seller under Section 1.3
or  Section  1.4  above  against  any  amounts owed by such Seller to the Buyer,
Parent  Company,  or Deer Valley for any claim for damages or indemnification to
which  Parent  Company,  Buyer  or  their  Affiliates  may be entitled under the
Purchase  Agreement or any other agreement entered into pursuant to the Purchase
Agreement  (a "Claim").  If Buyer, Parent Company, or Deer Valley is entitled to
               -----
set-off against one or more Sellers pursuant to this Article III in respect of a
                                                     -----------
Claim,  such party shall give each such Seller written notice thereof.  Any such
notice  shall  set  forth  in reasonable detail and to the extent then known the
basis for such Claim and the amount of such Claim.  The providing of such notice
shall  not (a) relieve the Buyer from providing security pursuant to Section 1.2
            -
above,  or (b) making distributions pursuant to Section 1.3 or 1.4 above to each
            -
Seller  that  does not have any liability relative to such Claim. If notice of a
Claim  is provided, then Buyer, Parent Company and each Seller that has received
such written notice shall attempt to resolve the Claim by negotiation. If Buyer,
Parent  Company  and  each  such  Seller  are  unable  to reach agreement within
forty-five  (45)  days  after such notification, the determination of the amount
shall  be  determined  in  a  court  of  law  pursuant  to  Section  4.8  below.

<PAGE>


     3.2     Operation of Business. The Sellers acknowledge that (i) the earnout
             ---------------------
amounts  are  speculative and is subject to numerous factors outside the control
of  Parent  Company,  (ii)  Parent  Company owes no fiduciary duty or express or
implied  duty  to  the Sellers, including an implied duty of good faith and fair
dealing,  or  duty to maximize Net Income Before Taxes of Deer Valley, and (iii)
the  parties  solely  intend  the express provisions of this Agreement to govern
their  contractual  relationship.

                                   ARTICLE IV.
                                  MISCELLANEOUS
                                  -------------

     4.1     Definitions.     For  purposes  of this Agreement, the terms listed
             -----------
below  have  the  following  meanings.  Other terms not listed below are defined
elsewhere  in  this  Agreement.

     (a)     "Affiliate"  means  any  other  person  or  entity that directly or
              ----------
indirectly  controls,  or  is under common control with, or is controlled by the
specified  person or entity, and if a person, any member of the immediate family
of  such individual.  As used in this definition, "control" (including, with its
                                                   -------
correlative  meanings,  "controlled  by"  and "under common control with") shall
                         --------------        -------------------------
mean  possession,  directly  or  indirectly,  of  power  to  direct or cause the
direction  of management or policies (whether through ownership of securities or
partnership  or  other  ownership  interests,  by  contract,  or  otherwise) and
"immediate family" shall mean any parent, child, grandchild, spouse, or sibling.
       ----------

     (b)     "Cumulative  Price  Adjustments"  means the cumulative total of all
              -------------------------------
Annual  Price  Adjustments made under Section 1.1 above, minus any payments that
                                                         -----
may  have  been  forfeited  under  Section  1.5(y)  above.
                                                -

     (c)     "Employment Agreement" means: (i) as to Joel Stephen Logan, II, the
              --------------------
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  Joel  Stephen  Logan,  II; (ii) as to Charles L. Murphree, Jr., the
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  Charles  L.  Murphree,  Jr.;  (iii)  as  to John Steven Lawler, the
Employment  Agreement  dated as of the same date as this Agreement, between Deer
Valley  and  John  Steven  Lawler;  (iv)  as to James David Shaw, the Employment
Agreement  dated  as of the same date as this Agreement, between Deer Valley and
James David Shaw; (v) as to William Joseph Aycock, Jr., the Employment Agreement
dated  as  of  the  same date as this Agreement, between Deer Valley and William
Joseph  Aycock,  Jr.;  (vi) as to Jerry Ray Cooper, Jr, the Employment Agreement
dated  as  of the same date as this Agreement, between Deer Valley and Jerry Ray
Cooper,  Jr  and; (vii) as to Timothy Wayne Gann, the Employment Agreement dated
as  of  the  same  date as this Agreement, between Deer Valley and Timothy Wayne
Gann;  and  (viii) as to Jimmy Ray Hawkins, the Employment Agreement dated as of
the  same  date  as  this  Agreement, between Deer Valley and Jimmy Ray Hawkins.

<PAGE>

     (d)     "Majority  of  the Sellers" means Sellers holding a majority of the
              -------------------------
shares  as  set  forth  next  to their names on Exhibit"A", as Exhibit"A" may be
                                                ----------     ----------
amended  from  time  to  time  pursuant  to  Section  1.5  above.

     (e)     "Non-Competition  Agreement"  means:  (i) as to Joel Stephen Logan,
              --------------------------
II,  the  Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and Joel Stephen Logan, II; (ii) as to Charles L. Murphree,
Jr.,  the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer  Valley  and  Charles  L.  Murphree,  Jr.; (iii) as to John Steven
Lawler,  the  Non-Competition  Agreement  dated  as  of  the  same  date as this
Agreement,  between  Deer  Valley and John Steven Lawler; (iv) as to James David
Shaw, the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and James David Shaw; (v) as to William Joseph Aycock, Jr.,
the  Non-Competition  Agreement  dated  as  of  the same date as this Agreement,
between Deer Valley and William Joseph Aycock, Jr.; (vi) as to Jerry Ray Cooper,
Jr,  the  Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer  Valley  and  Jerry  Ray Cooper, Jr and; (vii) as to Timothy Wayne
Gann, the Non-Competition Agreement dated as of the same date as this Agreement,
between  Deer Valley and Timothy Wayne Gann; and (viii) as to Jimmy Ray Hawkins,
the  Non-Competition  Agreement  dated  as  of  the same date as this Agreement,
between  Deer  Valley  and  Jimmy  Ray  Hawkins.

     (f)     "Parent  Company"  means  Cytation  Corporation,  a  Delaware
              ---------------
corporation.

     (g)     "Sale  of  the  Business"  shall  mean  (a)  a merger, combination,
              -----------------------                 -
consolidation or similar business combination involving Deer Valley in which the
Parent  Company  is  not,  directly  or  indirectly, the holder of a majority in
interest  of  the voting securities of the surviving entity in such transaction,
(b)  a  sale,  lease  or conveyance of all or substantially all of the assets of
 -
Deer  Valley  or  the  Parent  Company,  or  (c)  a  sale  of  a majority of the
outstanding  voting  securities  (including those securities convertible into or
exchangeable  for  voting  securities)  of Deer Valley by DVA to any "person" or
"group"  (within  the  meaning  of  Securities Exchange Act of 1934, as amended)
other  than  a  transfer  to  the  Parent  Company  upon  dissolution  of Buyer.
Notwithstanding  anything  to  the contrary herein, a change in ownership of the
Parent  Company shall not be deemed a Sale of the Business, unless the change in
ownership  is  as  the result of a merger, combination, consolidation or similar
business  combination.

     4.2     Benefit  of  Parties  and  No  Assignment.  All  of  the  terms and
             -----------------------------------------
provisions  of  this Agreement shall be binding upon and inure to the benefit of
the  parties  and  their  respective  permitted  successors  and  assigns.  This
Agreement  shall  not  be assignable by any of the Sellers, except upon death by
will  or  intestacy.

     4.3     Counterparts.  This Agreement may be executed simultaneously in two
             ------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     4.4     Cooperation.  During  the  Term, each party will cooperate with and
             -----------
assist  the  other party in taking such acts as may be appropriate to enable all
parties  to  effect compliance with the terms of this Agreement and to carry out
the  true  intent  and  purposes  hereof.

     4.5     Notices.  All  notices,  elections,  requests,  demands  or  other
             -------
communications  hereunder  shall  be in writing and shall be deemed given at the
time  delivered  personally  or  upon  receipt if deposited in the United States
mail,  certified  or  registered,  return  receipt  requested,  postage  prepaid
addressed  to  the parties as follows (or to such other person or place, written
notice  of  which  any  party  hereto  shall  have  given  to  the  other):

<PAGE>

     (a)     If  to  a  Seller, to the address set forth on Exhibit "A" attached
hereto.

     (b)     If  to  Parent  Company  or  Buyer:

              Cytation Corporation or DeerValley Acquisitions Corp.
                            Attn: Charles G. Masters
                              4902 Eisenhower Blvd.
                                    Suite 185
                                 Tampa, FL 33634
                            Facsimile: (813) 885-5911

     4.6     Waiver  of  Compliance.  The  party  for  whose benefit a warranty,
             ----------------------
representation,  covenant  or  condition  is intended may, in writing, waive any
inaccuracies  in  the  warranties,  representations,  covenants  or  conditions
contained in this Agreement or waive compliance with any of the foregoing and so
waive  performance  of  any of the obligations of the other party hereto and any
defaults  hereunder,  provided,  however,  that  such waiver shall not affect or
impair  the  waiving  party's  rights  in  respect  to  any  other  warranty,
representation,  covenant,  condition  or  default  hereunder.

     4.7     Index  and  Captions.  The captions of the Articles and Sections of
             --------------------
this  Agreement  are  solely for convenient reference and shall not be deemed to
affect  the  meaning  or  interpretation  of  any  Article  or  Section  hereof.

     4.8     Application  ofAlabama  Law;  Venue; Jurisdiction.  This Agreement,
             -------------------------------------------------
and  the application or interpretation thereof, shall be governed exclusively by
its  terms  and by the laws of the State of Alabama.  Venue for any legal action
which  may  be  brought  thereunder  shall  be  deemed  to lie in Marion County,
Alabama.  The  parties  agree  that,  irrespective  of any wording that might be
construed  to  be  in  conflict  with  this paragraph, this agreement is one for
performance in Alabama.  The parties to this agreement agree that they waive any
objection,  constitutional,  statutory  or  otherwise,  to a n Alabama's court's
taking  jurisdiction  of  any  dispute  between  them.  By  entering  into  this
agreement,  the  parties,  and each of them understand that they might be called
upon  to  answer  a  claim  asserted  in  an  Alabama  court.

     4.9     Legal  Fees and Costs.  If a legal action is initiated by any party
             ---------------------
to  this  Agreement  against  the  other party arising out of or relating to the
alleged  performance  or  non-performance of any right or obligation established
hereunder,  each  party  shall bear its respective fees, costs and expenses for,
prosecuting,  defending  against,  or providing evidence, producing documents or
taking  any  other  action in respect of, such action shall be the obligation of
and  shall  be  paid  or  each  respective  party.

     4.10     Waiver  of  Jury  Trial.  The  parties hereby acknowledge that any
              -----------------------
dispute  arising  out  of  this  Agreement  will  necessarily  include  various
complicated  legal  and  factual issues and therefore knowingly, voluntarily and
intentionally  waive  trial  by jury in any litigation in any court with respect
to,  in  connection  with  or  arising  out  of this Agreement, or the validity,
interpretation,  or  enforcement  hereof.

<PAGE>

     4.11     Acknowledgments:  The  Employee  acknowledges  that  he  has  been
              ---------------
provided  with a copy of this Agreement for review prior to signing it, that the
Company  has  encouraged  the  Employee  to  have this Agreement reviewed by his
attorney  prior to signing it and that the Employee understands the purposes and
effects  of  this  Agreement.

     4.12     Entire  Agreement;  Amendment:  This  Agreement,  and  any  other
              -----------------------------
document  referenced  herein, constitute the entire understanding of the parties
hereto with respect to the subject matter hereof, and no amendment, modification
or  alteration  of  the  terms  hereof  shall  be  binding unless the same be in
writing,  dated  subsequent to the date hereof and duly approved and executed by
each  of the parties hereto and approved by the Board of Directors of the Parent
Company.

<PAGE>

                      [Signature page to Earnout Agreement]

     IN  WITNESS  WHEREOF, the parties have hereunto caused this Agreement to be
executed  in  multiple  original  counterparts  as  of the date set forth above.

                      "Sellers"

                      /s/ Joel Stephen Logan, II
                      -------------------------------------
                      Joel  Stephen  Logan,  II

                      /s/ Charles L. Murphree, Jr.
                      -------------------------------------
                      Charles  L.  Murphree,  Jr.

                      /s/ John Steven Lawler
                      -------------------------------------
                      John  Steven  Lawler

                      /s/ James David Shaw
                      -------------------------------------
                      James  David  Shaw

                      /s/ William Joseph Aycock, Jr.
                      -------------------------------------
                      William  Joseph  Aycock,  Jr.

                      /s/ Jerry Ray Cooper, Jr.
                      -------------------------------------
                      Jerry  Ray  Cooper,  Jr.

                      /s/ Timothy Wayne Gann
                      -------------------------------------
                      Timothy  Wayne  Gann

                      /s/ Jimmy Ray Hawkins
                      -------------------------------------
                      Jimmy  Ray  Hawkins

                      "Buyer"

                      DeerValley  Acquisitions,  Corp.,  a  Florida  corporation

                     By:
                        ---------------------------
                     Name:
                          -------------------------
                      Its:
                          -------------------------

                     "Parent  Company"

                     Cytation  Corporation,  a  Delaware  corporation

                     By:
                        --------------------------

                     Name:
                          ------------------------

                     Its:
                         -------------------------

<PAGE>