EXHIBIT 4.1

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                              CYTATION CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

     Cytation  Corporation,  a corporation organized and existing under the laws
of the State of Delaware (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority of the Board of Directors as required by applicable corporate law,
and  in  accordance  with the provisions of its Certificate of Incorporation and
Bylaws,  has  and  hereby  authorizes  a  series of the Corporation's previously
authorized  Preferred  Stock,  par value $.01 per share (the "PREFERRED STOCK"),
and  hereby  states  the designation and number of shares, and fixes the rights,
preferences,  privileges,  powers  and  restrictions  thereof,  as  follows:

           SERIES A CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     750,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES A CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.  Stated  Value.  The  stated  value  of  each  issued  share of Series A
         -------------
Convertible  Preferred  Stock shall be deemed to be $10.00 (the "STATED VALUE"),
as the same may be equitably adjusted whenever there may occur a stock dividend,
stock split, combination, reclassification or similar event affecting the Series
A Convertible Preferred Stock.

     2.  Dividends.
         ---------

          a. Dividends on Series A Convertible Preferred Stock.

          (i) From and including the Date of Issuance (as defined below) of each
     share  of  Series  A Convertible Preferred Stock to the earliest of [A] the
     payment  of  the  Individual  Series  A  Liquidation Preference Payment (as
     defined  in  Section  4(a)  below)  on  each  share of Series A Convertible
                  ------------
     Preferred  Stock  upon  the  liquidation,  dissolution or winding-up of the
     Corporation,  [B]  the  conversion  of  the  Series A Convertible Preferred
     Stock, or [C] the date two (2) years from the Date of Issuance of the share
     of  Series A Convertible Preferred Stock, the holders of shares of Series A
     Convertible  Preferred  Stock shall be entitled to receive, prior to and in
     preference  to  any  declaration  or  payment  of any dividend on any other
     shares  of capital stock of the Corporation, a dividend for each such share
     at  a  rate  per  annum equal to seven percent (7%) of the Stated Value (as
     such  term is defined in Section 1 above) thereof, payable semi-annually by
                              ---------
     one  of the following methods, as selected by the Corporation: [Y] in cash,
     to  the  extent  funds  are  legally  available therefor in accordance with
     applicable  corporate  law;  or  [Z]  in-kind,  with shares of Common Stock
     registered  on Form SB-2 (or an alternative available form if the reporting

<PAGE>

     company  is  not  eligible  to  file  a  Form SB-2), at a ten percent (10%)
     discount to the "MARKET PRICE" (as defined in Section 9 below). The date on
                                                   ---------
     which  the  Corporation  initially issues any share of Series A Convertible
     Preferred  Stock  shall be deemed its "DATE OF ISSUANCE," regardless of the
     number  of  times  transfer  of  such  share  is  made on the stock records
     maintained  by  or  for  the  Corporation  and  regardless of the number of
     certificates which may be issued to evidence such share.

          (ii)  From  and  including  the  date  two  (2) years from the Date of
     Issuance of a share of Series A Convertible Preferred Stock to the earliest
     of  [A]  the  payment  of  the  Individual  Series A Liquidation Preference
     Payment  (as  defined  in  Section  4(a)  below)  on each share of Series A
                                ------------
     Convertible Preferred Stock upon the liquidation, dissolution or winding-up
     of  the  Corporation;  or  [B]  the  conversion of the Series A Convertible
     Preferred  Stock, each holder of Series A Convertible Preferred Stock shall
     receive,  in  the case of a dividend on Common Stock or any class or series
     that  is convertible into Common Stock, that dividend per share of Series A
     Convertible  Preferred Stock as would equal the product of [Y] the dividend
     payable on each share of such class or series determined, if applicable, as
     if  all  such shares of such class or series had been converted into Common
     Stock  and all Series A Convertible Preferred Stock had been converted into
     Common  Stock,  and  [Z] the number of shares of Common Stock issuable upon
     conversion  of  a share of Series A Convertible Preferred Stock, calculated
     on  the  record  date for determination of holders entitled to receive such
     dividend.

     b. Priority of Payment. In the event that full dividends are not paid under
        -------------------
Section  2(a)(i)  above  to  the  holders  of all outstanding shares of Series A
---------------
Convertible  Preferred Stock so entitled to such payment and funds available for
payment  of dividends shall be insufficient to permit payment in full to holders
of  all  such  stock  of  the  full  preferential amounts to which they are then
entitled,  then  the  entire  amount available for payment of dividends shall be
distributed,  first, ratably among all holders of Series A Convertible Preferred
Stock  in  proportion  to  the  full  amount  to  which  they would otherwise be
respectively  entitled  and,  second,  only  after  the  holders  of  Series  A
Convertible  Preferred Stock have received the full amount of dividends to which
they  were  entitled,  ratably  among  all  holders of other Preferred Stock and
Common  Stock  in proportion to the full amount to which they would otherwise be
respectively entitled.

     3. Voting.
        ------

     a.  Number  of  Votes.  On  any matter presented to the stockholders of the
         -----------------
Corporation  for their action or consideration at any meeting of stockholders of
the  Corporation  (or  by written consent of stockholders in lieu of a meeting),
each  holder of outstanding shares of Series A Convertible Preferred Stock shall
be  entitled, subject to the limitation set forth in Section 3(b) below, to cast
                                                     ------------
the  number  of  votes for the Series A Convertible Preferred Stock in an amount
equal  to  the  number  of whole shares of Common Stock into which the shares of
Series  A  Convertible Preferred Stock held by such holder are convertible as of
the  record  date  for determining stockholders entitled to vote on such matter.
Except  as  provided by law or by the provisions of Sections 3(c) and (d) below,
                                                    --------------------
holders  of  Series  A  Convertible Preferred Stock shall vote together with the

<PAGE>

holders  of  Common Stock, and with the holders of any other series of Preferred
Stock the terms of which so provide, together as a single class.

     b. Limitation on Number of Votes. Notwithstanding anything contained herein
        -----------------------------
to  the  contrary,  the  voting  rights  of each holder of outstanding shares of
Series A Convertible Preferred Stock shall be limited in accordance with Section
                                                                         -------
6  hereof,  so that each holder of Series A Convertible Preferred Stock shall be
--
entitled  to  vote only that number of votes equal to the number of whole shares
of  Common  Stock  into which the shares of Series A Convertible Preferred Stock
are  convertible  as  of  the  record  date,  up  to  a  maximum of 4.99% of the
outstanding shares of Common Stock of the Corporation.

     c.  Senior  Securities or Financial Instruments. At any time when a minimum
         -------------------------------------------
of  $3,500,000  of  the  Stated  Value  of  the  shares  of Series A Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders  of a greater number of shares of the Corporation is required by law, by
the  Corporation's Certificate of Incorporation, as amended (the "CERTIFICATE OF
INCORPORTION"),  or  by this Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"), and
in addition to any other vote required by law, the Certificate of Incorporation,
or  this Certificate of Designations, without the written consent or affirmative
vote  of  the  holders  of fifty percent (50%) of the then-outstanding shares of
Series  A  Convertible Preferred Stock given in writing or by vote at a meeting,
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation  or  otherwise,  issue  any  Additional Shares of Common Stock (as
defined  in  Section  5(d)  below)  unless  the same rank junior to the Series A
             -------------
Convertible  Preferred  Stock  with respect to the distribution of assets on the
liquidation,  dissolution  or  winding-up of the Corporation and with respect to
the  payment  of dividends and redemption rights, if applicable. Notwithstanding
the foregoing, this Section 3(c) shall not apply to a Qualified Financing or the
                    -----------
Reverse Merger (as such terms are defined in Section 9 below).
                                             ---------

     d.  Other  Limitations  on  Corporate Action. At any time when a minimum of
         ----------------------------------------
$3,500,000 of the Stated Value (as defined in the Certificate of Designation) of
the  shares of Series A Preferred Stock is outstanding, except where the vote or
written  consent of the holders of a greater number of shares of the Corporation
is  required by law, the Certificate of Incorporation, or by this Certificate of
Designations, and in addition to any other vote required by law, the Certificate
of  Incorporation,  or  by  this Certificate of Designation, without the written
consent  or  affirmative vote of the holders of no-less than fifty percent (50%)
of  the  outstanding  Stated  Value  of the Series A Convertible Preferred Stock
consenting  or  voting  (as the case may be) as a separate class from the Common
Stock,  the  Corporation  shall  not,  either  directly or by amendment, merger,
consolidation or otherwise:

          (i)  liquidate,  dissolve,  or wind-up the business and affairs of the
     Corporation,  effect any Deemed Liquidation Event, or consent to any of the
     foregoing;

          (ii) effectuate any merger, reorganization, or recapitalization of the
     Corporation,  including  such transactions with a Subsidiary (as defined in
     Section  9  below) or related entity, or enter into any agreement to do any
     of the foregoing, other than in connection with the Reverse Merger;

<PAGE>

          (iii) until the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  except  for  (A)  securities  repurchased  from  former employees,
     officers,  directors,  consultants, or other persons who performed services
     for  the  Corporation or any subsidiary in connection with the cessation of
     such employment or service; or (B) securities repurchased upon the exercise
     of  the  Corporation's  right of first refusal to purchase such securities,
     each as approved by the Board of Directors;

          (iv)  after the Effective Date of the Registration Statement, purchase
     or  redeem  or pay or declare any dividend or make any distribution on, any
     shares  of  stock  other  than  the Series A Convertible Preferred Stock as
     expressly  authorized  herein,  or  permit  any Subsidiary to take any such
     action,  so  long  as an accrued dividend under Section 2 is unpaid, except
                                                     ---------
     for  (A) securities repurchased from former employees, officers, directors,
     consultants, or other persons who performed services for the Corporation or
     any  Subsidiary  in  connection  with  the  cessation of such employment or
     service;  or  (B)  securities  repurchased  upon  the  exercise  of  the
     Corporation's  right  of first refusal to purchase such securities, each as
     approved by the Board of Directors;

          (v)  alter or change the voting or other powers, preferences, or other
     rights,  privileges,  or restrictions of the Series A Convertible Preferred
     Stock contained herein (by merger, consolidation, or otherwise);

          (vi)  increase  the  authorized number of shares of Preferred Stock or
     Series A Convertible Preferred Stock; or

          (vii)  make,  or permit any Subsidiary to make, any loan or advance to
     any  person, including, without limitation, any employee or director of the
     Company, or incur any Indebtedness, except the Permitted Debt.

     4. Liquidation, Dissolution, or Winding-Up; Certain Mergers, Consolidations
        ------------------------------------------------------------------------
and Asset Sales.
---------------

     a.  Payments  to  Holders of Series A Convertible Preferred Stock. Upon any
         -------------------------------------------------------------
liquidation,  dissolution or winding-up of the Corporation, whether voluntary or
involuntary,  the  holders of the shares of Series A Convertible Preferred Stock
shall  be paid, before any payment shall be paid to the holders of Common Stock,
or  any  other  stock  ranking on liquidation junior to the Series A Convertible
Preferred  Stock  (including the Series B Preferred Stock and Series C Preferred
Stock (as defined in the Securities Purchase and Share Exchange Agreement) )(the
"JUNIOR  STOCK"),  an  amount  for  each share of Series A Convertible Preferred
Stock  held  by such holder equal to the sum of (1) the Stated Value thereof and
(2)  an  amount  equal  to dividends accrued but unpaid thereon, computed to the
date  payment  thereof  is  made  available (such applicable amount payable with

<PAGE>

respect  to  a  share  of  Series  A Convertible Preferred Stock sometimes being
referred  to  as  the  "INDIVIDUAL  SERIES  A  PREFERRED  LIQUIDATION PREFERENCE
PAYMENT"  and with respect to all shares of Series A Convertible Preferred Stock
in  the  aggregate  sometimes  being  referred  to  as  the  "AGGREGATE SERIES A
LIQUIDATION  PREFERENCE  PAYMENT").  If,  upon  such liquidation, dissolution or
winding-up  of  the Corporation, whether voluntary or involuntary, the assets to
be  distributed  among  the  holders of shares of Series A Convertible Preferred
Stock  shall  be  insufficient  to  permit  payment  to  the holders of Series A
Convertible Preferred Stock of an aggregate amount equal to the Aggregate Series
A  Liquidation  Preference Payment, then the entire assets of the Corporation to
be  so  distributed  shall  be distributed ratably among the holders of Series A
Convertible  Preferred  Stock  (based  on  the  Individual  Series  A  Preferred
Liquidation  Preference  Payments  due  to  the  respective  holders of Series A
Convertible Preferred Stock).

     b.  Payments  to  Holders  of  Junior  Stock.  After  the  payment  of  all
         ----------------------------------------
preferential  amounts  required  to  be  paid  to  the  holders  of the Series A
Convertible  Preferred  Stock  and  any  other  class  or series of stock of the
Corporation  ranking  on  liquidation senior to or on a parity with the Series A
Convertible  Preferred  Stock,  the  holders  of  shares  of  Junior  Stock then
outstanding shall be entitled to receive the remaining assets of the Corporation
available  for  distribution  to  its stockholders as otherwise set forth in the
Certificate of Incorporation.

     c. Deemed Liquidation Events.
        ---------------------------

          (i)  The  following  events shall be deemed to be a liquidation of the
     Corporation  for purposes of this Section 4 (a "DEEMED LIQUIDATION EVENT"),
                                       ---------
     unless  the  holders  of  a  majority of the shares of Series A Convertible
     Preferred  Stock elect otherwise by written notice given to the Corporation
     at least five (5) days prior to the effective date of any such event:

               (A)  a merger or consolidation (other than the Reverse Merger) in
          which:

                    (I) the Corporation is a constituent party, or

                    (II) a Subsidiary is a constituent party and the Corporation
               issues  shares  of  its  capital stock pursuant to such merger or
               consolidation,  except  that  any  such  merger  or consolidation
               involving  the Corporation or a Subsidiary in which the shares of
               capital stock of the Corporation outstanding immediately prior to
               such  merger  or  consolidation  continue  to  represent,  or are
               converted  or  exchanged  for  shares  of  capital  stock  that
               represent, immediately following such merger or consolidation, at
               least  a  majority,  by voting power, of the capital stock of (1)
               the surviving or resulting corporation or (2) if the surviving or
               resulting  corporation  is  a  wholly-owned subsidiary of another
               corporation  immediately  following such merger or consolidation,
               the parent corporation of such surviving or resulting corporation
               (provided  that,  for  the  purpose  of this Section 4(c)(i), all
                                                            ---------------
               shares  of  Common  Stock  issuable  upon  exercise  of  options
               outstanding immediately prior to such merger or consolidation, or

<PAGE>

               upon conversion of convertible securities outstanding immediately
               prior  to  such  merger  or  consolidation  shall be deemed to be
               outstanding  immediately  prior  to  such merger or consolidation
               and,  if  applicable,  converted  or  exchanged in such merger or
               consolidation  on the same terms as the actual outstanding shares
               of Common Stock are converted or exchanged); or

               (B)  the sale, lease, transfer, or other disposition, in a single
          transaction  or  series of related transactions, by the Corporation or
          any  Subsidiary  of  all  or  substantially  all  of the assets of the
          Corporation  and its Subsidiaries, taken as a whole, except where such
          sale,  lease,  transfer,  or  other  disposition  is to a wholly-owned
          Subsidiary.

          (ii)  The  Corporation  shall  not  have  the  power  to  effect  any
     transaction  constituting  a  Deemed  Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(I) above unless the agreement or plan of merger or consolidation
     ------------
     provides  that  the  consideration  payable  to  the  stockholders  of  the
     Corporation  shall  be  allocated among the holders of capital stock of the
     Corporation in accordance with Sections 4(a) and 4(b) above.
                                             ------------

          (iii)  In  the event of a Deemed Liquidation Event pursuant to Section
                                                                         -------
     4(c)(i)(A)(II)  or  (B)  above,  if  the  Corporation  does  not  effect  a
     -------------
     dissolution  of  the Corporation under the Delaware General Corporation Law
     within  sixty  (60)  days after such Deemed Liquidation Event, then (A) the
     Corporation  shall  deliver  a  written  notice  to each holder of Series A
     Convertible  Preferred  Stock  no  later than the 60th day after the Deemed
     Liquidation  Event  advising  such  holders  of  their  right  (and  the
     requirements  to  be met to secure such right) pursuant to the terms of the
     following  clause  (B) to require the redemption of such shares of Series A
                ----------
     Convertible  Preferred Stock; and (B) if the holders of at least a majority
     of  the  then-outstanding shares of Series A Convertible Preferred Stock so
     request in a written instrument delivered to the Corporation not later than
     seventy-five (75) days after such Deemed Liquidation Event, the Corporation
     shall  use  the  consideration  received by the Corporation for such Deemed
     Liquidation  Event  (net  of  any  retained liabilities associated with the
     assets  sold  or  technology  licensed,  as determined in good faith by the
     Board  of  Directors)(the  "NET PROCEEDS") to redeem, to the extent legally
     available  therefor,  on  the  90th day after such Deemed Liquidation Event
     (the  "LIQUIDATION  REDEMPTION  DATE"),  all outstanding shares of Series A
     Convertible  Preferred  Stock  at  a  price per share equal to the Series A
     Liquidation  Amount. In the event of a redemption pursuant to the preceding
     sentence,  if the Net Proceeds are not sufficient to redeem all outstanding
     shares  of Series A Convertible Preferred Stock, or if the Proceeds are not
     sufficient  to  redeem  all  outstanding  shares  of  Series  A Convertible
     Preferred  Stock,  or  if  the  Corporation  does not have sufficient funds
     lawfully  available to effect such redemption, the Corporation shall redeem
     a  pro  rata  portion  of  each  holder's  shares  of  Series A Convertible
     Preferred Stock to the fullest extent of such Net Proceeds or such lawfully
     available  funds, as the case may be, and, where such redemption is limited
     by the amount of lawfully available funds, the Corporation shall redeem the
     remaining  shares  to  have  been redeemed as soon as practicable after the
     Corporation has funds legally available therefor. Prior to the distribution
     or redemption provided for in this Section 4(c)(iii), the Corporation shall
                                        ----------------
     not  expend  or  dissipate  the  consideration  received  for  such  Deemed
     Liquidation  Event,  except  to discharge expenses incurred in the ordinary
     course of business.

<PAGE>

          (iv)  The  amount deemed paid or distributed to the holders of capital
     stock  of  the  Corporation  upon  any  such  merger,  consolidation, sale,
     transfer,  exclusive  license, other disposition or redemption shall be the
     cash or the value of the property, rights or securities paid or distributed
     to  such  holders by the Corporation or the acquiring person, firm or other
     entity.  The  value  of  such  property,  rights  or  securities  shall  be
     determined in good faith by the Board of Directors.

     5.  Optional  Conversion.  The  holders  of  Series A Convertible Preferred
         --------------------
Shares shall have the conversion rights as follows (the "CONVERSION RIGHTS").

     (a)  Right  to  Convert. Each share of Series A Convertible Preferred Stock
          ------------------
shall be convertible, at the option of the holder thereof, at any time after the
"CONVERSION  DATE"  (as  defined in Section 9 below), and without the payment of
                                    ---------
additional  consideration  by the holder thereof, into such number of fully-paid
and  nonassessable  shares  of Common Stock as is determined by dividing (1) the
sum  of (i) the Stated Value per share and (ii) all dividends accrued and unpaid
on each such share to the date such share is converted, whether or not declared,
and  all other dividends declared and unpaid on each such share through the date
of actual conversion, by (2) the Series A Conversion Price in effect at the time
of  conversion.  The  "SERIES  A  CONVERSION  PRICE" shall be seventy five cents
($.75).  The Series A Conversion Price, and the rate at which shares of Series A
Convertible  Preferred Stock may be converted into shares of Common Stock, shall
be subject to adjustment as provided below.

     (b) Fractional Shares. No fractional shares of Common Stock shall be issued
         -----------------
upon  conversion  of  the  Series  A Convertible Preferred Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall pay cash equal to such fraction multiplied by the fair market
value  of  a  share  of Common Stock as determined in good faith by the Board of
Directors,  or round-up to the next whole number of shares, at the Corporation's
option.  Whether or not fractional shares would be issuable upon such conversion
shall  be  determined  on  the  basis  of the total number of shares of Series A
Convertible  Preferred  Stock  the  holder is at the time converting into Common
Stock  and  the  aggregate  number  of shares of Common Stock issuable upon such
conversion.

     (c) Mechanics of Conversion.
         -----------------------

          (i)  For  a  holder  of  Series  A  Convertible  Preferred  Stock  to
     voluntarily  convert  shares  of  Series A Convertible Preferred Stock into
     shares  of  Common  Stock,  that  holder shall surrender the certificate or
     certificates  for  such shares of Series A Convertible Preferred Stock (or,
     if  the  registered  holder  alleges  that  such certificate has been lost,
     stolen, or destroyed, a lost certificate affidavit and agreement reasonably
     acceptable  to  the  Corporation  to  indemnify the Corporation against any
     claim  that  may  be made against the Corporation on account of the alleged
     loss,  theft,  or  destruction  of  such certificate), at the office of the
     transfer  agent  for  the  Series  A Convertible Preferred Stock (or at the
     principal  office  of  the Corporation if the Corporation serves as its own
     transfer  agent),  together  with  written notice that the holder elects to
     convert  all  or  any  number  of  the  shares  of the Series A Convertible
     Preferred  Stock  represented  by  such certificate or certificates and, if
     applicable,  any  event  on which such conversion is contingent. The notice
     shall  state  the  holder's  name or the names of the nominees in which the

<PAGE>

     holder wishes the certificate or certificates for shares of Common Stock to
     be  issued.  If  required  by the Corporation, certificates surrendered for
     conversion  shall  be  endorsed  or  accompanied by a written instrument or
     instruments  of  transfer,  in  form  satisfactory to the Corporation, duly
     executed  by  the  registered  holder  or  his,  her,  or its attorney duly
     authorized  in writing. The close of business on the date of receipt by the
     transfer  agent  of  such  certificates  (or lost certificate affidavit and
     agreement)  and  notice (or by the Corporation if the Corporation serves as
     its  own  transfer  agent) shall be the time of conversion (the "CONVERSION
     TIME"),  and  the  shares  of  Common Stock issuable upon conversion of the
     shares represented by such certificate shall be deemed to be outstanding of
     record as of that date. The Corporation shall, as soon as practicable after
     the  Conversion  Time,  issue  and  deliver at such office to the holder of
     Series  A Convertible Preferred Stock, or to his, her, or its nominee(s), a
     certificate  or  certificates  for  the number of shares of Common Stock to
     which  the  holder(s)  shall be entitled, together with cash in lieu of any
     fraction of a share, if applicable.

          (ii) The Corporation shall at all times while the Series A Convertible
     Preferred  Stock  is  outstanding,  reserve  and  keep available out of its
     authorized  but unissued stock, for the purpose of effecting the conversion
     of  the  Series  A  Convertible  Preferred  Stock,  such number of its duly
     authorized  shares of Common Stock as shall from time to time be sufficient
     to  effect the conversion of all outstanding Series A Convertible Preferred
     Stock; and if, at any time, the number of authorized but unissued shares of
     Common  Stock  shall  not  be  sufficient  to  effect the conversion of all
     then-outstanding  shares  of  the Series A Convertible Preferred Stock, the
     Corporation  shall  take  such  corporate  action  as  may  be necessary to
     increase  its authorized but unissued shares of Common Stock to such number
     of  shares  as  shall  be  sufficient for such purposes, including, without
     limitation,  engaging  in  best efforts to obtain the requisite stockholder
     approval of any necessary amendment to the Certificate of Incorporation.

          (iii)  All  shares  of Series A Convertible Preferred Stock that shall
     have  been surrendered for conversion as herein provided shall no longer be
     deemed  to  be  outstanding,  and  all  rights with respect to such shares,
     including  the  rights, if any, to receive notices, to vote, and to receive
     payment  of  any  dividends  accrued  or declared but unpaid thereon, shall
     immediately  cease  and  terminate  at the Conversion Time, except only the
     right  of the holders thereof to receive shares of Common Stock in exchange
     therefor.  Any  shares of Series A Convertible Preferred Stock so converted
     shall  be retired and cancelled and shall not be reissued as shares of such
     series,  and  the Corporation (without the need for stockholder action) may
     from  time  to  time  take  such  appropriate action as may be necessary to
     reduce  the  authorized  number of shares of Series A Convertible Preferred
     Stock accordingly.

          (iv)  Upon  any  such  conversion,  no  adjustment  to  the  Series  A
     Conversion  Price  shall  be  made  for  any accrued or declared but unpaid
     dividends  on  the  Series  A  Convertible  Preferred Stock surrendered for
     conversion or on the Common Stock delivered upon conversion.

          (v)  The  Corporation  shall  pay  any and all issue and other similar
     taxes  that may be payable in respect of any issuance or delivery of shares
     of Common Stock upon conversion of shares of Series A Convertible Preferred

<PAGE>

     Stock  pursuant  to  this Section 5. The Corporation shall not, however, be
     required  to  pay  any  tax  that may be payable in respect of any transfer
     involved  in  the issuance and delivery of shares of Common Stock in a name
     other than that in which the shares of Series A Convertible Preferred Stock
     so  converted  were  registered,  and no such issuance or delivery shall be
     made  unless  and  until  the person or entity requesting such issuance has
     paid  to  the Corporation the amount of any such tax or has established, to
     the satisfaction of the Corporation, that such tax has been paid.

     (d) Adjustments to Series A Conversion Price for Diluting Issues.
         ------------------------------------------------------------

          (i) Special Definitions. For purposes of this Section 5, the following
              -------------------
     definitions shall apply:

               (A) "OPTION" shall mean rights, options, or warrants to subscribe
          for,  purchase,  or  otherwise  acquire  Common  Stock  or Convertible
          Securities.

               (B)  "SERIES  A ORIGINAL ISSUE DATE" shall mean the date on which
          the first share of Series A Convertible Preferred Stock was issued.

               (C)  "CONVERTIBLE  SECURITIES"  shall  mean  any  evidence  of
          indebtedness,  shares  or  other  securities  directly  or  indirectly
          convertible  into  or  exchangeable  for  Common  Stock, but excluding
          Options.

               (D)  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
          Common  Stock  issued (or, pursuant to Section 5(d)(iii) below, deemed
                                                 -----------------
          to  be  issued)  by  the Corporation after the Series A Original Issue
          Date, other than the following ("EXEMPTED SECURITIES"):

                    (I)  shares  of  Common  Stock  issued or deemed issued as a
               dividend or distribution on Series A Convertible Preferred Stock,
               Series  A  Warrants  (as  defined  in  Section 9 below) issued as
                                                      ---------
               penalty  warrants  to  holders  of Series A Convertible Preferred
               Stock pursuant to Section 2 of the Investor Rights Agreement, and
                                 ---------
               Series A Warrants issued as penalty warrants to the holder of the
               Series  D  Warrant  pursuant  to Section 2 of the Investor Rights
                                                ---------
               Agreement;

                    (II)  shares of Common Stock issued or issuable by reason of
               a dividend, stock split, split-up or other distribution on shares
               of Common Stock that is covered by Section 5(e) or 5(f) below;
                                                  -------------------

                    (III)  shares  of  Common  Stock  issued or deemed issued to
               employees  or directors of, or consultants to, the Corporation or
               any of its Subsidiaries for services rendered pursuant to a plan,
               agreement,  or  arrangement  approved  by  the Board of Directors
               (including up to 5,000 shares of Common Stock per month issued or
               issuable  to third party(ies) in connection with the provision of
               guarantees for certain obligations of the Company);

<PAGE>

                    (IV)  shares  of  Common  Stock  or  Convertible  Securities
               actually issued upon the exercise of Options, or shares of Common
               Stock  actually  issued  upon  the  conversion  or  exchange  of
               Convertible  Securities  (including  the  Series  A  Convertible
               Preferred  Stock,  the  Series B Convertible Preferred Stock, the
               Series  C Convertible Preferred Stock, the Series A Warrants, the
               Series  B  Warrants, the Series C Warrants, the Series D Warrant,
               and  the  warrants  issued  to  Midtown  Partners  & Co., LLC (as
               placement  agent) in connection with the offering of the Series A
               Convertible Preferred Stock), in each case, provided the issuance
               is pursuant to the terms of such Option or Convertible Security;

                    (V)  shares  of  Common  Stock  issued  or  deemed issued in
               connection with a bona fide joint venture or business acquisition
               of  or by the Corporation, whether by merger, consolidation, sale
               of assets, sale or exchange of stock, or otherwise; provided that
               any  such issuance is approved by the Board of Directors, and, at
               the  time  of  such  issuance, the aggregate of that issuance and
               similar issuances in the preceding twelve (12) month period shall
               not exceed ten percent (10%) of the then-outstanding Common Stock
               (assuming  full  conversion  and  exercise of all convertible and
               exercisable securities);

                    (VI)  shares  of  Common  Stock,  Preferred  Stock  or other
               securities  issued  by  the  Corporation  in  connection with the
               Reverse  Merger  (the  "EXCHANGED  SECURITIES"),  in exchange for
               outstanding  shares  of  Common  Stock,  Preferred Stock or other
               securities  of  DeerValley  Acquisitions  Corp. (the "SURRENDERED
               SECURITIES"); and

                    (VII)  the  Company's  offering  of  up to 750,000 shares of
               Series  A  Convertible  Preferred  Stock,  Series  A Warrants and
               Series  B  Warrants,  and  up  to  76,201  shares  of  Series  B
               Convertible  Preferred  Stock  and Series C Convertible Preferred
               Stock,  in the aggregate, pursuant to the Securities Purchase and
               Share Exchange Agreement.

          (ii)  No Adjustment of Series A Conversion Price. No adjustment in the
                ------------------------------------------
     Series  A  Conversion  Price shall be made as the result of the issuance of
     Additional  Shares  of  Common  Stock  if:  (a) the consideration per share
     (determined  pursuant  to Section 5(d)(v) below) for such Additional Shares
                               ---------------
     of  Common  Stock issued or deemed to be issued by the Corporation is equal
     to  or  greater  than  the  applicable  Series A Conversion Price in effect
     immediately  prior  to  the  issuance or deemed issuance of such Additional
     Shares  of  Common Stock; or (b) prior to such issuance or deemed issuance,
     the  Corporation  receives  written  notice  from the holders of at least a
     majority  of  the then-outstanding shares of Series A Convertible Preferred
     Stock  agreeing  that no such adjustment shall be made as the result of the
     issuance or deemed issuance of such Additional Shares of Common Stock.

          (iii) Deemed Issue of Additional Shares of Common Stock.
                -------------------------------------------------

               (A)  If  the  Corporation, at any time or from time to time after
          the  Series  A  Original  Issue  Date,  shall  issue  any  Options  or
          Convertible  Securities  (excluding  Options or Convertible Securities
          that,  upon  exercise,  conversion, or exchange thereof, would entitle
          the holder thereof to receive Exempted Securities pursuant to Sections
                                                                        --------
          5(d)(i)(D)(I),  (II),  (III), (IV), (V), (VI) or (VII)) or shall fix a
          ------------------------------------------------------
          record  date  for  the  determination  of  holders  of  any  class  of

<PAGE>

          securities  entitled  to  receive  any  such  Options  or  Convertible
          Securities,  then the maximum number of shares of Common Stock (as set
          forth in the instrument relating thereto, assuming the satisfaction of
          any  conditions  to exercisability, convertibility, or exchangeability
          but without regard to any provision contained therein for a subsequent
          adjustment  of such number) issuable upon the exercise of such Options
          or,  in  the  case of Convertible Securities and Options therefor, the
          conversion or exchange of such Convertible Securities, shall be deemed
          to  be Additional Shares of Common Stock issued as of the time of such
          issue  or, in case such a record date shall have been fixed, as of the
          close of business on such record date.

               (B)  If  the  terms  of  any  Option or Convertible Security, the
          issuance of which resulted in an adjustment to the Series A Conversion
          Price  pursuant  to  the  terms of Section 5(d)(iv) below, are revised
                                             ----------------
          (either  automatically pursuant to the provisions contained therein or
          as  a  result of an amendment to such terms) to provide for either (1)
          any  increase  or  decrease  in  the  number of shares of Common Stock
          issuable upon the exercise, conversion, or exchange of any such Option
          or  Convertible  Security  or  (2)  any  increase  or  decrease in the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or  exchange,  then,  effective  upon  such  increase  or
          decrease  becoming  effective,  the Series A Conversion Price computed
          upon  the  original  issue  of such Option or Convertible Security (or
          upon  the  occurrence  of a record date with respect thereto) shall be
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained  had such revised terms been in effect upon the original date
          of  issuance  of  such Option or Convertible Security. Notwithstanding
          the  foregoing,  no  adjustment pursuant to this clause (B) shall have
          the  effect  of  increasing the Series A Conversion Price to an amount
          that  exceeds  the  lower  of (i) the Series A Conversion Price on the
          original  adjustment  date, or (ii) the Series A Conversion Price that
          would  have resulted from any issuances of Additional Shares of Common
          Stock between the original adjustment date and such readjustment date.

               (C) If the terms of any Option or Convertible Security (excluding
          Options  or Convertible Securities that, upon exercise, conversion, or
          exchange thereof, would entitle the holder thereof to receive Exempted
          Securities pursuant to Sections 5(d)(i)(D)(I), (II), (III), (IV), (V),
                                 -----------------------------------------------
          (VI)  or  (VII)  above),  the  issuance  of which did not result in an
          --------------
          adjustment  to  the Series A Conversion Price pursuant to the terms of
          Section  5(d)(iv)  below  (either  because the consideration per share
          ----------------
          (determined  pursuant  to  Section  5(d)(v)  below)  of the Additional
                                     ----------------
          Shares  of  Common  Stock subject thereto was equal to or greater than
          the  Series  A Conversion Price then in effect, or because such Option
          or  Convertible Security was issued before the Series A Original Issue
          Date),  are  revised  after  the  Series A Original Issue Date (either
          automatically  pursuant  to  the  provisions contained therein or as a
          result  of  an  amendment to such terms) to provide for either (1) any
          increase  or decrease in the number of shares of Common Stock issuable
          upon  the  exercise,  conversion,  or  exchange  of any such Option or
          Convertible  Security  or  (2)  any  increase  or  decrease  in  the
          consideration  payable  to  the  Corporation  upon  such  exercise,
          conversion,  or exchange, then such Option or Convertible Security, as
          so  amended, and the Additional Shares of Common Stock subject thereto
          (determined  in  the  manner  provided  in Section 5(d)(iii)(A) above)
                                                     -------------------
          shall  be  deemed  to have been issued effective upon such increase or
          decrease becoming effective.

<PAGE>

               (D)  Upon the expiration or termination of any unexercised Option
          or  unconverted  or  unexchanged  Convertible  Security  that resulted
          (either upon its original issuance or upon a revision of its terms) in
          an  adjustment  to the Series A Conversion Price pursuant to the terms
          of  Section  5(d)(iv)  below,  the  Series A Conversion Price shall be
              ----------------
          readjusted  to  such  Series  A  Conversion  Price  as would have been
          obtained had such Option or Convertible Security never been issued.

          (iv)  Adjustment  of  Series  A  Conversion  Price  Upon  Issuance  of
                ----------------------------------------------------------------
     Additional  Shares  of  Common  Stock. If the Corporation shall at any time
     -------------------------------------
     after  the  Series  A Original Issue Date issue Additional Shares of Common
     Stock  (including  Additional  Shares  of  Common Stock deemed to be issued
     pursuant  to  Section  5(d)(iii)  above),  without  consideration  or for a
                   -----------------
     consideration  per share less than the applicable Series A Conversion Price
     in  effect  immediately  prior  to such issue, then the Series A Conversion
     Price  shall  be reduced, concurrently with such issue, to a price equal to
     the  consideration  received  per  share in connection with the issuance of
     such Additional Shares of Common Stock.

          (v) Determination of Consideration. For purposes of this Section 5(d),
              ------------------------------
     the  consideration  received  by  the  Corporation  for  the  issue  of any
     Additional Shares of Common Stock shall be computed as follows:

               (A) Cash and Property: Such consideration shall:
                   -----------------

                    (I)  insofar  as  it  consists  of  cash, be computed at the
               aggregate  amount  of cash received by the Corporation, excluding
               amounts paid or payable for accrued interest;

                    (II)  insofar as it consists of property other than cash, be
               computed  at  the  fair  market value thereof at the time of such
               issue, as determined in good faith by the Board of Directors; and

                    (III)  if  Additional  Shares  of  Common  Stock  are issued
               together  with  other shares or securities or other assets of the
               Corporation for consideration that covers both, be the proportion
               of  such  consideration  so  received,  computed  as  provided in
               clauses  (I)  and  (II) above, as determined in good faith by the
               Board of Directors.

               (B)  Options  and  Convertible  Securities. The consideration per
                    -------------------------------------
          share  received  by  the  Corporation  for Additional Shares of Common
          Stock  deemed to have been issued pursuant to Section 5(d)(iii) above,
                                                        ----------------
          relating to Options and Convertible Securities, shall be determined by
          dividing

                    (I)  the total amount, if any, received or receivable by the
               Corporation  as  consideration  for  the issue of such Options or
               Convertible  Securities,  plus  the  minimum  aggregate amount of
               additional  consideration  (as  set  forth  in  the  instruments
               relating  thereto,  without  regard  to  any  provision contained
               therein  for  a  subsequent  adjustment  of  such  consideration)
               payable  to  the Corporation upon the exercise of such Options or
               the  conversion or exchange of such Convertible Securities, or in
               the  case  of Options for Convertible Securities, the exercise of

<PAGE>

               such  Options  for  Convertible  Securities and the conversion or
               exchange of such Convertible Securities, by

                    (II)  the  maximum  number of shares of Common Stock (as set
               forth  in the instruments relating thereto, without regard to any
               provision  contained  therein for a subsequent adjustment of such
               number)  issuable  upon  the  exercise  of  such  Options  or the
               conversion or exchange of such Convertible Securities.

          (vi)  Multiple  Closing  Dates. If the Corporation shall issue on more
                ------------------------
     than  one  date  Additional  Shares  of Common Stock that are a part of one
     transaction or a series of related transactions and that would result in an
     adjustment  to  the  Series  A  Conversion  Price  pursuant to the terms of
     Section  5(d)(iv)  above,  then, upon the final such issuance, the Series A
     ----------------
     Conversion  Price  shall be readjusted to give effect to all such issuances
     as  if  they  occurred  on the date of the first such issuance (and without
     giving  additional  effect to any adjustments as a result of any subsequent
     issuances within such period).

     (e) Adjustment for Stock Splits and Combinations. If the Corporation shall,
         --------------------------------------------
at  any time or from time to time after the Series A Original Issue Date, effect
a  subdivision  of the outstanding Common Stock without a comparable subdivision
of  the  Series A Convertible Preferred Stock, or combine the outstanding shares
of  Series A Convertible Preferred Stock without a comparable combination of the
Common  Stock,  the  Series A Conversion Price in effect immediately before that
subdivision or combination shall be proportionately decreased so that the number
of  shares  of  Common Stock issuable on conversion of each share of such series
shall  be  increased  in  proportion to such increase in the aggregate number of
shares  of  Common  Stock  outstanding  or in proportion to such decrease in the
aggregate  number of shares of Series A Convertible Preferred Stock outstanding,
as  applicable. If the Corporation shall, at any time or from time to time after
the Series A Original Issue Date, combine the outstanding shares of Common Stock
without  a comparable combination of the Series A Convertible Preferred Stock or
effect a subdivision of the outstanding shares of Series A Convertible Preferred
Stock  without  a  comparable  subdivision  of  the  Common  Stock, the Series A
Conversion  Price  in  effect  immediately before the combination or subdivision
shall  be proportionately increased so that the number of shares of Common Stock
issuable  on  conversion  of  each  share  of  such series shall be decreased in
proportion  to  such  decrease in the aggregate number of shares of Common Stock
outstanding  or in proportion to such increase in the aggregate number of shares
of  Series  A  Convertible  Preferred  Stock  outstanding,  as  applicable.  Any
adjustment under this subsection shall become effective at the close of business
on the date the subdivision or combination becomes effective.

     (f)  Adjustment for Certain Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or  issue, or fix a record date for the determination of holders of Common
Stock  entitled  to  receive,  a  dividend  or other distribution payable on the
Common Stock in additional shares of Common Stock, then, and in each such event,
the  Series  A Conversion Price in effect immediately before such event shall be
decreased  as  of  the time of such issuance or, in the event such a record date
shall  have  been  fixed,  as  of  the close of business on such record date, by
multiplying the Series A Conversion Price then in effect by a fraction:

<PAGE>

          (1)  the  numerator  of  which  shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance or the close of business on such record date, and

          (2)  the  denominator  of which shall be the total number of shares of
     Common  Stock  issued and outstanding immediately prior to the time of such
     issuance  or  the  close of business on such record date plus the number of
     shares  of  Common  Stock  issuable  in  payment  of  such  dividend  or
     distribution;

provided,  however,  that  if  such  record  date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Series A Conversion Price shall be recomputed accordingly as
of  the  close  of  business  on  such  record  date and thereafter the Series A
Conversion Price shall be adjusted pursuant to this subsection as of the time of
actual  payment  of  such  dividends  or  distributions;  and  provided further,
however,  that  no  such  adjustment  shall  be  made if the holders of Series A
Convertible  Preferred  Stock  simultaneously  receive  (i)  a dividend or other
distribution of shares of Common Stock in a number equal to the number of shares
of  Common Stock as they would have received if all outstanding shares of Series
A  Convertible  Preferred Stock had been converted into Common Stock on the date
of  such  event;  or (ii) a dividend or other distribution of shares of Series A
Convertible  Preferred Stock that are convertible, as of the date of such event,
into  such  number  of  shares  of  Common  Stock  as  is equal to the number of
additional  shares  of  Common  Stock being issued with respect to each share of
Common  Stock  in  such  dividend  or  distribution.

     (g)  Adjustments  for Other Dividends and Distributions. If the Corporation
          --------------------------------------------------
shall,  at any time or from time to time after the Series A Original Issue Date,
make  or issue, or fix a record date for the determination of holders of capital
stock  of  the Corporation entitled to receive, a dividend or other distribution
payable in securities of the Corporation (other than a distribution of shares of
Common  Stock  in  respect  of  outstanding  shares of Common Stock) or in other
property,  then,  and  in  each  such event, the holders of Series A Convertible
Preferred  Stock  shall  receive,  simultaneously  with  the distribution to the
holders  of  such  capital  stock,  a  dividend  or  other  distribution of such
securities or other property in an amount equal to the amount of such securities
or  other  property  as  they  would  have received if all outstanding shares of
Series A Convertible Preferred Stock had been converted into Common Stock on the
date of such event.

     (h) Adjustment for Merger or Reorganization, etc. Subject to the provisions
         --------------------------------------------
of  Section  4(c)  above,  if  there  shall  occur  any  reorganization,
    ------------
recapitalization,  reclassification,  consolidation  or  merger  involving  the
Corporation  in  which  the  Common  Stock  (but  not  the  Series A Convertible
Preferred  Stock)  is converted into or exchanged for securities, cash, or other
property (other than a transaction covered by Sections 5(e), (f), or (g) above),
                                              -------------------------
then,  following  any  such  reorganization, recapitalization, reclassification,
consolidation,  or  merger,  each  share of Series A Convertible Preferred Stock
shall  thereafter  be  convertible in lieu of the Common Stock into which it was
convertible  prior to such event into the kind and amount of securities, cash or
other  property  that  a  holder  of the number of shares of Common Stock of the
Corporation  issuable  upon  conversion  of  one  share  of Series A Convertible
Preferred  Stock  immediately  prior  to  such reorganization, recapitalization,
reclassification,  consolidation,  or merger would have been entitled to receive

<PAGE>

pursuant  to  such  transaction;  and,  in such case, appropriate adjustment (as
determined  in  good  faith  by  the  Board  of  Directors) shall be made in the
application  of  the provisions in this Section 5 with respect to the rights and
                                        ---------
interests thereafter of the holders of the Series A Convertible Preferred Stock,
to the end that the provisions set forth in this Section 5 (including provisions
                                                 ---------
with  respect  to  changes  in  and other adjustments of the Series A Conversion
Price)  shall  thereafter  be  applicable,  as  nearly  as reasonably may be, in
relation  to  any  securities  or other property thereafter deliverable upon the
conversion of the Series A Convertible Preferred Stock.

     (i)  Certificate  as to Adjustments. Upon the occurrence of each adjustment
          ------------------------------
or readjustment of the Series A Conversion Price pursuant to this Section 5, the
                                                                  ---------
Corporation,  at  its expense, shall, as promptly as reasonably practicable, but
in any event not later than ten (10) days thereafter, compute such adjustment or
readjustment  in  accordance with the terms hereof and furnish to each holder of
Series A Convertible Preferred Stock a certificate setting forth such adjustment
or  readjustment  (including  the  kind  and amount of securities, cash or other
property into which the Series A Convertible Preferred Stock is convertible) and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Corporation  shall, as promptly as reasonably practicable after the written
request  at  any time of any holder of Series A Convertible Preferred Stock (but
in  any  event  not later than ten (10) days thereafter), furnish or cause to be
furnished to such holder a certificate setting forth (i) the Series A Conversion
Price then in effect, and (ii) the number of shares of Common Stock and the type
and  amount,  if  any, of other securities, cash, or property that then would be
received upon the conversion of Series A Convertible Preferred Stock.

     (j) Notice of Record Date. In the event:
         --------------------

          (i)  the  Corporation shall take a record of the holders of its Common
     Stock (or other stock or securities at the time issuable upon conversion of
     the  Series  A Convertible Preferred Stock) for the purpose of entitling or
     enabling  them to receive any dividend or other distribution, or to receive
     any  right to subscribe for or purchase any shares of stock of any class or
     any other securities, or to receive any other right; or

          (ii)  of  any  capital  reorganization  of  the  Corporation,  any
     reclassification of the Common Stock, or any Deemed Liquidation Event; or

          (iii)  of  the  voluntary  or involuntary dissolution, liquidation, or
     winding-up of the Corporation, then, and in each such case, the Corporation
     will  send  or  cause to be sent to the holders of the Series A Convertible
     Preferred  Stock  a  notice  specifying, as the case may be, (i) the record
     date  for  such  dividend,  distribution,  or  right,  and  the  amount and
     character  of  such dividend, distribution, or right; or (ii) the effective
     date on which such reorganization, reclassification, consolidation, merger,
     transfer,  dissolution,  liquidation,  or  winding-up  is  proposed to take
     place,  and  the  time,  if  any is to be fixed, as of which the holders of
     record  of  Common  Stock  (or  such  other stock or securities at the time

<PAGE>

     issuable  upon  the conversion of the Series A Convertible Preferred Stock)
     shall  be  entitled to exchange their shares of Common Stock (or such other
     stock or securities) for securities or other property deliverable upon such
     reorganization,  reclassification,  consolidation,  merger,  transfer,
     dissolution,  liquidation,  or  winding-up,  and  the  amount per share and
     character of such exchange applicable to the Series A Convertible Preferred
     Stock  and  the  Common  Stock. Such notice shall be sent at least ten (10)
     days  prior to the record date or effective date for the event specified in
     such  notice. Any notice required by the provisions hereof to be given to a
     holder  of  shares  of Series A Convertible Preferred Stock shall be deemed
     sent  to  such  holder  if  deposited  in  the  United States mail, postage
     prepaid, and addressed to such holder at his, her, or its address appearing
     on the books of the Corporation.

     6.  Conversion Cap. In no event shall any holder be entitled to convert any
         --------------
Series  A Convertible Preferred Stock to the extent that, after such conversion,
the sum of the number of shares of Common Stock beneficially owned by any holder
and  its  affiliates  (other  than  shares  of  Common Stock which may be deemed
beneficially  owned  through  the  ownership  of  the unconverted portion of the
Series A Convertible Preferred Stock or any unexercised right held by any holder
subject  to  a  similar limitation), would result in beneficial ownership by any
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock (after taking into account the shares to be issued to the holder upon such
conversion).  For  purposes  of  this  Section  6, beneficial ownership shall be
                                       ----------
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as  amended. Nothing herein shall preclude the holder from disposing of a
sufficient  number  of  other  shares  of Common Stock beneficially owned by the
holder  so  as  to  thereafter  permit  the continued conversion of the Series A
Convertible Preferred Stock.

     7. Intentionally omitted.

     8.  Waiver.  Any  of  the  rights, powers, or preferences of the holders of
         ------
Series  A  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of Series A Convertible Preferred Stock then outstanding.

     9.  Definitions.  As  used  herein,  the  following  terms  shall  have the
         -----------
following meanings:

     a.  "AFFILIATE"  means,  with  respect  to  any  individual,  corporation,
partnership, association, trust, or any other entity (in each case, a "PERSON"),
any Person that, directly or indirectly, Controls, is Controlled by, or is under
common  Control  with  such  Person,  including, without limitation, any general
partner,  executive  officer,  or  director  of such Person or any holder of ten
percent (10%) or more of the outstanding equity or voting power of such Person.

     b.  "CLOSING  PRICE"  for  any day means: (i) the last reported sales price
regular way of the Common Stock on such day on the principal securities exchange
on which the Common Stock is then listed or admitted to trading or on Nasdaq, as
applicable;  (ii)  if  no  sale  takes  place on such day on any such securities
exchange  or  system,  the  average of the closing bid and asked prices, regular
way,  on  such  day  for  the  Common  Stock  as  officially  quoted on any such

<PAGE>

securities  exchange or system; (iii) if on such day such shares of Common Stock
are not then listed or admitted to trading on any securities exchange or system,
the  last  reported sale price, regular way, on such day for the Common Stock in
the  domestic  over-the-counter  market  as  reported  on  the  Over the Counter
Bulletin  Board  (the  "OTCBB");  (iv)  if  no sale takes place on such day, the
average  of  the  high  and low bid price of the Common Stock on such day in the
domestic  over-the-counter  market  as reported on the OTCBB; (v) if on such day
such  shares  of  Common Stock are not then listed or admitted to trading on any
securities  exchange  or  system,  the last reported sale price, regular way, on
such  day  for  the  Common  Stock  in  the  domestic over-the-counter market as
reported  on  the  by  the National Quotation Bureau, Incorporated, or any other
successor  organization, or (vi) if no sale takes place on such day, the average
of  the  high  and low bid price of the Common Stock on such day in the domestic
over-the-counter  market  as  reported  by  the  National  Quotation  Bureau,
Incorporated,  or any other successor organization. If, at any time, such shares
of  Common Stock are not listed on any domestic exchange or quoted in the NASDAQ
System or the domestic over-the-counter market or reported in the "pink sheets,"
the  Closing  Price  shall  be  the  fair  market value thereof determined by an
independent appraiser selected in good faith by the Board of Directors.

     c.  "CONTROL"  means  the  possession,  directly or indirectly, of power to
direct  or  cause  the  direction  of  management  or  policies (whether through
ownership of voting securities, by agreement or otherwise).

     d.  "CONVERSION  DATE"  shall  mean  either  (1)  the Effective Date of the
Registration  Statement,  or  (2)  the  date  that  the  holder  of the Series A
Convertible  Preferred  Stock  has  satisfied  the  minimum one (1) year holding
requirements set forth in SEC Rule 144(d).

     e.  "EFFECTIVE  DATE  OF THE REGISTRATION STATEMENT" shall mean the date on
which  the SEC declares effective the Corporation's registration statement filed
pursuant to Section 2 of the Investor Rights Agreement.

     f.  "INDEBTEDNESS"  means,  as  applied  to  any  Person,  all obligations,
contingent  and  otherwise,  that, in accordance with GAAP, should be classified
upon such Person's balance sheet as liabilities, or to which reference should be
made  by  footnotes  thereto, including, in any event and whether so classified:
(a)  all  debt and similar monetary obligations, whether direct or indirect; (b)
all  liabilities  secured  by  any  mortgage,  pledge,  security interest, lien,
charge,  or  other  encumbrance  existing  on property owned or acquired subject
thereto,  irrespective  of whether the liability secured thereby shall have been
assumed;  (c)  all  guarantees,  endorsements, and other contingent obligations,
whether  direct or indirect, in respect of indebtedness of others, including any
obligation  to  supply  funds  to  or  in  any  manner to invest in, directly or
indirectly,  the  debtor,  to  purchase  indebtedness, or to assure the owner of
indebtedness  against loss, through an agreement to purchase goods, supplies, or
services  for  the  purpose  of  enabling  the  debtor  to  make  payment of the
indebtedness  held  by  such  owner  or  otherwise;  and  (d)  the obligation to
reimburse the issuer in respect of any letter of credit.

<PAGE>

     g.  "INVESTOR  RIGHTS  AGREEMENT"  shall mean the Investor Rights Agreement
dated  January  __,  2006,  by  and  among the Corporation and the other parties
thereto.

     h.  "MARKET PRICE" shall mean the average of the five (5) Closing Prices of
the  Common  Stock for the five (5) Trading Days preceding the date or the dates
that  the  dividend  is  due  or  a  conversion is to occur. Notwithstanding the
foregoing, if at the time a dividend is paid pursuant to Section 2(a) above with
                                                         -----------
registered Common Stock, and the Corporation's Common Stock is not listed on any
domestic  exchange  or  quoted  in  the  NASDAQ  System  or  the  domestic
over-the-counter  market  or  reported  in  the "pink sheets," the Closing Price
shall  be  the  fair market value thereof determined by an independent appraiser
selected in good faith by the Board of Directors.

     i.  "PERSON"  shall  mean  any  individual, partnership, firm, corporation,
association,  trust, unincorporated organization or other entity, as well as any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.

     j.  "PERMITTED DEBT" shall mean (i) trade payables incurred in the ordinary
course  of  business;  (ii)  one  or  more  debt  facilities used to finance the
purchase  of  raw  materials  for  products  manufactured  by  the  Company  and
inventory;  (iii)  factoring  of  accounts  receivables;  (iv)  surety bonds and
letters of credit issued or obtained in the ordinary course of business; (v) the
refinancing  of  debt  existing  as  of  the  date  of  this  Agreement,  upon
substantially  similar  terms;  (vi)  up  to $3,000,000 of new Indebtedness; and
(vii)  debt  incurred  pursuant to that certain Interest Bearing Non-Convertible
Installment  Promissory  Note  that  forms a part of the Securities Purchase and
Share Exchange Agreement.

     k.  "QUALIFIED  FINANCING"  means  an  equity  offering  obtained  by  the
Corporation  after  the  date  of  this  Certificate  of  Designation, provided,
however,  that  (i)  the  gross  aggregate  proceeds  raised  and  liquidation
preferences  shall  be no more than $3,000,000; (ii) the dividend rate shall not
exceed  ten  percent  (10%);  and  (iii) the holders of the securities issued in
connection  with  the  Qualified  Financing  shall  not  have voting rights more
favorable  than  voting  rights  granted  to  the Series A Convertible Preferred
Stock. As a point of clarification, all equity financings after the date of this
Certificate  of  Designations shall be aggregated for purposes of determining if
the $3,000,000 cap has been met.

     l.  "REVERSE MERGER" means the reverse triangular merger transaction, share
exchange  or other similar transaction with DeerValley Acquisitions, Corp. to be
contemplated  on  or about the date of this Certificate of Designations, and the
acquisition  of  all  or substantially all of the issued and outstanding capital
stock of Deer Valley Homebuilders, Inc.

     m. "SEC" means the United States Securities and Exchange Commission.

     n.  "SEC  RULE  144"  means  Rule  144  promulgated  by  the  SEC under the
Securities Act.

<PAGE>

     o.  "SECURITIES  ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     p.  "SERIES  A  WARRANTS"  means  the Series A Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     q.  "SERIES  B  WARRANTS"  means  the Series B Warrants for the purchase of
Common  Stock  issued  to  purchasers  of  Series  A Convertible Preferred Stock
pursuant to the Securities Purchase and Share Exchange Agreement.

     r.  "SERIES  C  WARRANTS"  means  the Series C Warrants for the purchase of
Common  Stock  issued  to  TotalCFO, LLC pursuant to the Securities Purchase and
Share Exchange Agreement.

     s. "SERIES D WARRANT" means the Series D Warrant for the purchase of Common
Stock  issued  to  Vicis Capital Master Fund pursuant to the Securities Purchase
and Share Exchange Agreement.

     t.  "SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT" means the Securities
Purchase and Share Exchange Agreement dated January __, 2006, by and between the
Company,  certain  shareholders  of  the  Company  a  party  thereto, DeerValley
Acquisitions,  Corp.  ("DVA"),  certain  DVA shareholders a party thereto, Vicis
Capital  Master  Fund,  and  each  of  the  purchasers  of  Series A Convertible
Preferred Stock of the Company a party thereto.

     u.  "SUBSIDIARY"  shall  mean  any  corporation,  association, partnership,
limited  liability  company  or  other  business entity of which more than fifty
percent  (50%)  of  the total voting power is, at the time, owned or controlled,
directly  or  indirectly,  by  the  Corporation  or  one  or  more  of the other
Subsidiaries of the Corporation or a combination thereof.

     v. "TRADING DAY" means a day on which the securities exchange, association,
or quotation system on which shares of Common Stock are listed for trading shall
be  open  for  business or, if the shares of Common Stock shall not be listed on
such exchange, association, or quotation system for such day, a day with respect
to  which  trades in the United States domestic over-the-counter market shall be
reported.

                            [signature page follows]

<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation on this __ day of January, 2006.


                                    CYTATION  CORPORATION


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




        [Signature Page to Series A Preferred Certificate of Designation]

<PAGE>