Exhibit 10.6

                        INTEREST BEARING NON-CONVERTIBLE
                           INSTALLMENT PROMISSORY NOTE
                           ---------------------------

$1,500,000                                                          ,  Alabama
                                                           ---------
                                                           January     ,  2006
                                                                  -----

     FOR  VALUE  RECEIVED,  the undersigned (the "Maker") promises to pay to the
order  of VICIS CAPITAL MASTER FUND or its assigns (the "Holder"), the principal
sum  of  One  Million Five Hundred Thousand and No/100 Dollars ($1,500,000). The
rights,  claims, duties and liabilities of the parties hereto are subject to and
controlled by the following terms and conditions:

1.     Method  and  Place  of  Payment.
       -------------------------------

     Payments  of  principal  and  interest shall be made in lawful money of the
United  States  of  America  at the principal place of business of the Holder as
specified below, or at such other location as it may hereafter designate.

2.     Principal  and  Interest  Payments.
       ----------------------------------

     The  entire  principal  amount  of  this  note  (the "Note"), together with
interest  accruing thereon at an annual rate of interest of twelve percent (12%)
shall  be  payable  in  eighteen  (18)  equal  installments,  each of Ninety Six
Thousand  Eight  Hundred  Eighty  Six and 27/100 Dollars ($96,886.27), the first
installment  to be payable on July 12, 2006 and monthly thereafter. Each payment
shall  first  be  applied  in  satisfaction of the interest then accrued and any
balance in amortization of the principal debt.

     Nothing  herein,  nor any transaction related hereto, shall be construed to
operate  so as to require the Maker to pay interest at a greater rate than shall
be  lawful. Should any interest or other charges paid by the Maker in connection
with  the  loan  evidenced  by  this  Note  result  in computation or earning of
interest  in  excess  of  the maximum contract rate of interest which is legally
permitted  under applicable New York law or federal preemption statute, then any
and  all  such  excess is hereby waived by the Holder and shall be automatically
credited  against and in reduction of the balance due hereunder, and any portion
which  exceeds  such  balance shall be paid by the Holder to the Maker. Anything
contained  herein  to  the  contrary  notwithstanding,  if  for  any  reason the
effective  rate  of interest on this Note should exceed the maximum lawful rate,
the  effective  rate shall be deemed reduced to and shall be such maximum lawful
rate.

3.     Prepayment.
       ----------

     The  Maker  shall have the privilege and option to pay the entire principal
amount  of  this  Note  or  any  part  thereof,  together  with accrued interest
calculated  to  the  date  of  such  payment,  at  any time prior to the various
maturity dates of the installments due hereunder; provided, however, that if any
prepayment  is  made,  there  shall  be paid therewith, as consideration for the
privilege  of making such payment(s), a penalty equal to one percent (1%) of the

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principal amount of such prepayment(s). Such prepayment penalty shall be due and
payable  whether  the prepayment(s) are made voluntarily or upon acceleration of
this  Note.  Any  prepayments  hereunder  shall  be applied to the last maturing
installment  due  under this Note. Prepayments shall not affect or vary the duty
of  the Maker to pay the installments provided in paragraph 2 when due, and they
shall  not  affect  or impair the right of the Holder to accelerate the maturity
hereof  and  to declare the entire unpaid principal and interest due and payable
as elsewhere provided in this Note.

4.     Default;  Acceleration  of  Obligation;  Interest.
       -------------------------------------------------

     In  the  event  of a failure by the Maker to timely satisfy any incremental
payment  of  principal  or  interest  within  ten (10) days of its due date, the
entire  obligation  of  the  Maker shall be in default, the unpaid principal and
interest  balances  shall  be  immediately  due  and payable and interest on the
principal  balance  shall thereafter accrue at the maximum annual rate allowable
by law.

5.     Collection.
       ----------

     Should  it  become  necessary to collect this Note through an attorney, the
Maker  shall  pay all costs incurred by or accruing to the Holder in making such
collection, including a reasonable attorney's fee.

6.     Waiver.
       ------

     The  Maker  and  any guarantor, surety or endorser of this Note, as well as
any  other person or entity who shall become liable for the payment hereof, each
expressly  waives  presentment  for  payment, notice of non-payment, protest and
notice  of  protest,  and  any other notice which might otherwise be required in
connection with the delivery, acceptance, performance, default or enforcement of
the  payment of this Note. The Holder shall not be deemed by any act or omission
to  have  waived  any  right  or  remedy hereunder unless and only to the extent
expressed  in  a  written  instrument  dated  subsequent  to the date hereof and
executed  by  the  Holder,  and  any  such waiver so expressed with respect to a
particular event shall not be interpreted as having a continuing effect on or as
a waiver of any right or remedy with respect to any subsequent event.

7.     Notices.
       -------

     All  notices  or  other  communications  required  or permitted to be given
pursuant to this Note shall be in writing and shall be considered properly given
or  made  if  hand  delivered, mailed from within the United States by certified
mail, or sent by overnight delivery service:

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         a.     if  to  the  Holder:

                Vicis Capital Master Fund
                Attn: Shad Stastney
                126 E. 56th Street, 7th Floor
                New York, New York 10022
                Telephone: (212) 909-4600
                Facsimile : (212) 909-4601

         b.     if  to  the  Maker:

                Cytation Corporation
                Attn: Charles G. Masters
                4902 Eisenhower Blvd., Suite 185
                Tampa, Florida 33634
                Telephone: (813) 885-5744
                Facsimile:  (813) 885-5911


or to such other address as either party shall have furnished to the other.  All
notices  shall  be  deemed  given when deposited in the U.S. mail or given to an
independent  delivery  service.

8.     Entire  Agreement.
       -----------------

     This Note and any other document expressly identified herein constitute the
entire  understanding  of the parties 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 the Maker and Holder.

9.     Governing  Law  and  Venue.
       --------------------------

     The Maker acknowledges and agrees that irrespective of where executed, this
Note  shall  be  construed in accordance with the laws of the State of New York,
and venue for any legal action which may be brought hereunder shall be deemed to
lie in New York County, New York.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN  WITNESS WHEREOF, the undersigned Maker has executed this Note as of the
date  first  written  above.

                     CYTATION  CORPORATION,  a  Delaware  corporation

                     /s/ Charles G. Masters
                     -------------------------------------------------
                     By:  Charles  G.  Masters
                     Its: Chief  Executive  Officer




[SIGNATURE PAGE TO INTEREST BEARING NON-CONVERTIBLE INSTALLMENT PROMISSORY NOTE]

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