EXHIBIT 10.1

                SECURITIES PURCHASE AND SHARE EXCHANGE AGREEMENT

     This  SECURITIES  PURCHASE AND SHARE EXCHANGE AGREEMENT dated as of January
   ,  2006  (this  "Agreement")  by  and  among Cytation Corporation, a Delaware
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corporation  (the  "Company"),  Richard  A.  Fisher, an individual, and Kevin J.
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High,  an  individual  (each,  a  "Company  Shareholder"  and  collectively, the
                                   --------------------
"Company  Shareholders"),  each  of  the  purchasers  of  Series  A  Convertible
 ---------------------
Preferred  Stock  of the Company whose names are set forth on Exhibit A attached
                                                              ---------
hereto  (each,  a  "Purchaser"  and collectively, the "Purchasers"), Deer Valley
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Acquisitions,  Corp., a Florida corporation ("DVA"), each of the shareholders of
                                              ---
DVA  whose  names  are  set  forth  on  Exhibit  B attached hereto (each, a "DVA
                                        ----------                           ---
Shareholder" and collectively, the "DVA Shareholders"), and Vicis Capital Master
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Fund (the "Lender").
           ------

     The  parties  hereto  agree  as  follows:

                                    ARTICLE I

                         PURCHASE AND SALE OF SECURITIES

     Section  1.1  Purchase and Sale of Series A Convertible Preferred Stock and
                   -------------------------------------------------------------
Series A and B Warrants.
-----------------------

     (a)     Upon  the  following  terms and conditions, the Company shall issue
and  sell to the Purchasers, and the Purchasers shall purchase from the Company,
Series  A  Convertible  Preferred Stock, par value $.01 (the "Series A Preferred
                                                              ------------------
Stock"),  having  an  aggregate  stated  value  up to Seven Million Five Hundred
-----
Thousand  Dollars  ($7,500,000)  and  the rights set forth in the Certificate of
Designations,  Limitations  and  Preferences  attached  hereto as Exhibit C (the
                                                                  ---------
"Series  A  Financing"). The Company shall issue to each Purchaser the number of
 --------------------
shares  of  Series  A  Preferred  Stock  set  forth  in a subscription agreement
delivered  by  each  Purchaser and accepted by the Company.  The Company and the
Purchasers are executing and delivering this Agreement in accordance with and in
reliance  upon  the  exemption  from securities registration afforded by Section
4(2)  of  the  U.S.  Securities  Act  of  1933,  as  amended,  and the rules and
regulations  promulgated thereunder (the "Securities Act"), including Regulation
                                          --------------
D  ("Regulation  D"),  and/or  upon  such  other exemption from the registration
     -------------
requirements  of  the  Securities Act as may be available with respect to any or
all  of  the  investments  to  be  made  hereunder.

     (b)     Upon  the  following  terms and conditions, the Purchasers shall be
issued:

               (i)  Series A Warrants, in substantially the form attached hereto
as Exhibit D (the "Series A Warrants"), to purchase a number of shares of Common
   ---------       -----------------
Stock  equal  to  one  hundred percent (100%) of the number of Conversion Shares
issuable  upon  conversion  of  such  Purchaser's Series A Preferred Stock at an
exercise  price per share equal to the Warrant Price (as defined in the Series A
Warrants)  and  a term of five (5) years following the Initial Exercise Date (as
defined  in  the  Series  A  Warrants);  and

                                      -i-
<PAGE>

               (ii)  Series  B  Warrants,  in  substantially  the  form attached
hereto as Exhibit E (the "Series B Warrants"), to purchase a number of shares of
                          -----------------
Common  Stock  equal  to  fifty percent (50%) of the number of Conversion Shares
issuable  upon  conversion  of  such  Purchaser's Series A Preferred Stock at an
exercise  price per share equal to the Warrant Price (as defined in the Series B
Warrants)  and a term of seven (7) years following the Initial Exercise Date (as
defined in the Series B Warrants).

     Section  1.2  Share  Exchange;  Issuance  of Series B Convertible Preferred
                   -------------------------------------------------------------
Stock, Series C Convertible Preferred Stock and Series C Warrants.
------------------------------------------------------------------

     (a)     Upon  the  following terms  and conditions, the Company shall issue
to  each  DVA  Shareholder  the  number  of  shares  of  the  Company's Series B
Convertible  Preferred Stock, par value $.01 (the "Series B Preferred Stock") or
                                                   ------------------------
Series  C  Convertible  Preferred Stock, par value $.01 (the "Series C Preferred
                                                              ------------------
Stock")  as  set  forth  opposite  the name of such DVA Shareholder on Exhibit B
-----                                                                  ---------
hereto,  in  exchange  for the number of shares of common stock of DVA (the "DVA
                                                                             ---
Common  Stock")  also  set  forth  opposite  the name of such DVA Shareholder on
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Exhibit  B  hereto.  Pursuant  to  this  Section  1.2, the Company will issue an
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aggregate  of  26,750  shares  of  Series  B Preferred Stock and an aggregate of
49,451  shares  of Series C Preferred Stock to the DVA Shareholders, in exchange
for  100%  of  the  issued  and  outstanding capital stock of DVA.  The Series B
Preferred  Stock  shall  have  the  rights  set  forth  in  the  Certificate  of
Designations,  Limitations  and  Preferences  attached hereto as Exhibit F.  The
                                                                 ---------
Series  C  Preferred Stock shall have the rights set forth in the Certificate of
Designations,  Limitations  and  Preferences  attached  hereto  as  Exhibit  G.
                                                                    ----------

     (b)     Upon  the  following  terms  and  conditions,  the  Company  shall
issue  to  TotalCFO,  LLC  ("TotalCFO"),  in  its capacity as a DVA Shareholder,
                             --------
Series  C  Warrants, in substantially the form attached hereto as Exhibit H (the
                                                                  ---------
"Series  C  Warrants"),  to purchase the number of shares of Common Stock as set
 -------------------
forth  opposite  the  name  of TotalCFO on Exhibit B hereto, in exchange for the
                                           ---------
surrender  and  cancellation  of  Warrant  No.  1  to subscribe for and purchase
2,000,000  shares  of  the  Common  Stock  of  DVA  (the  "DVA  Warrant").

     The  Company  and  DVA  Shareholders  are  executing  and  delivering  this
Agreement  in accordance with and in reliance upon the exemption from securities
registration  afforded  by  Section  4(2)  of  the  Securities  Act,  including
Regulation  D,  and/or  upon  such  other  exemption  from  the  registration
requirements  of  the  Securities Act as may be available with respect to any or
all  of  the  investments  to  be  made  hereunder.

     Section 1.3 Issuance of Promissory Note and Series D Warrant. In connection
                 ------------------------------------------------
with  the  Securities  Purchase  and Share Exchange Agreement, the Company shall
issue  to Lender: (i) an Interest Bearing Non-Convertible Installment Promissory
Note,  in  substantially the form attached hereto as Exhibit I (the "Note"), for
                                                     ---------
the  principal  amount  of  One Million Five Hundred Thousand and No/100 Dollars
($1,500,000),  together  with  interest  accruing  thereon  at an annual rate of
twelve  percent  (12%)  per annum; and (ii) a Series D Warrant, in substantially
the  form  attached  hereto  as  Exhibit J (the "Series D Warrant"), to purchase
                                 ---------       ----------------
2,000,000 shares of Common Stock at an exercise price per share equal to Seventy
Five  Cents  ($.75) and a term of seven (7) years following the Initial Exercise
Date (as defined in the Series D Warrant).

                                     -2-
<PAGE>

     Section 1.4 Purchase Price and Closing. Subject to the terms and conditions
                 --------------------------
hereof,  the  Company  agrees  (a)  to  issue and sell to the Purchasers and, in
consideration  of  and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement, the Purchasers, severally but
not  jointly,  agree to purchase the Series A Preferred Stock, Series A Warrants
and  Series  B  Warrants  for an aggregate purchase price of up to Seven Million
Five  Hundred Thousand Dollars ($7,500,000) (the "Purchase Price"); (b) to issue
                                                  --------------
and  sell  to  the  DVA  Shareholders  and,  in  consideration of and in express
reliance  upon  the representations, warranties, covenants, terms and conditions
of  this  Agreement,  the  DVA Shareholders, severally but not jointly, agree to
exchange  the  DVA Shares and DVA Warrant for Series B Preferred Stock, Series C
Preferred  Stock, and Series C Warrants, as applicable, as referenced in Section
                                                                         -------
1.2  above;  and  (c)  to  issue  to  the Lender and, in consideration of and in
---
express  reliance  upon  the  representations,  warranties, covenants, terms and
conditions of this Agreement, the Lender agrees, to accept, in exchange for good
and  valuable  consideration, the Series D Warrant, as referenced in Section 1.3
                                                                     -----------
above.  The  Series  A  Preferred Stock, Series A Warrants and Series B Warrants
shall  be  sold and funded, and the Series B Preferred Stock, Series C Preferred
Stock,  Series  C  Warrants  and  Series  D  Warrants  issued, in a closing (the
"Closing")  which  shall  take place on or before January __, 2006 (the "Closing
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Date").  The  Closing  shall take place the office of counsel for the Company as
----
set  forth  herein,  at 10:00 a.m., eastern time; provided, however, that all of
                                                  -----------------
the  conditions  set  forth  in  Article IV hereof and applicable to the Closing
shall have been fulfilled or waived in accordance herewith. Subject to the terms
and  conditions  of this Agreement, at the Closing, the Company shall deliver or
cause to be delivered to each Purchaser (x) its Series A Preferred Stock and (y)
its  Series  A  Warrants  and  Series B Warrants. At the Closing, each Purchaser
shall deliver its Purchase Price by wire transfer of immediately available funds
to  an  account designated by the Company. In addition, subject to the terms and
conditions of this Agreement, at the Closing, the Company shall deliver or cause
to  be  delivered  to  each  DVA Shareholder (x) its Series B Preferred Stock or
Series C Preferred Stock for the number of shares set forth opposite the name of
such  DVA  Shareholder  on  Exhibit  B  hereto  and (y) the Series C Warrants to
                            ----------
purchase  such number of shares of Common Stock as is set forth the name of such
DVA  Shareholder  on  Exhibit  B  attached  hereto.  At  the  Closing,  each DVA
                      ----------
Shareholder  shall  deliver his or its DVA Shares and TotalCFO shall deliver its
DVA Warrant. In addition, subject to the terms and conditions of this Agreement,
at the Closing, the Company shall deliver or cause to be delivered to the Lender
the Series D Warrant to purchase such number of shares of Common Stock as is set
forth in Section 1.3 above.
         -----------

     The  Series  A  Warrants, Series B Warrants, Series C Warrants and Series D
Warrant are referred to collectively as the "Warrants."  The number of shares of
                                             --------
Common  Stock issuable to each Purchaser or DVA Shareholder upon exercise of the
Warrants  are  referred  to  herein  collectively  as  the  "Warrant  Shares".

     Any shares of Common Stock issuable upon conversion of the Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are
herein referred to as the "Conversion Shares."
                           -----------------

     The  Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Warrants and Warrant Shares are sometimes collectively referred to herein
as  the  "Securities."
          ----------

                                     -3-
<PAGE>

     Section  1.5  Additional  Closings.  If  the  aggregate stated value of the
                   --------------------
Series  A  Preferred Stock issued and sold by the Company at the Closing is less
than  Seven Million Five Hundred Thousand Dollars ($7,500,000), then the Company
may  in  one or more additional closings issue and sell Series A Preferred Stock
having  an  aggregated stated value up to the amount equal to Seven Million Five
Hundred  Thousand  Dollars  ($7,500,000), minus the stated value of the Series A
Preferred  Stock  sold  at the Closing (as referred to in Section 1.4 above). At
the  Closing  referred  to in Section 1.4 above, the Company shall have received
acceptable subscriptions from the Purchasers to subscribe for and purchase, at a
minimum,  shares of Series A Preferred Stock having an aggregate stated value of
Five Million and No/100 Dollars ($5,000,000).

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 Representations and Warranties of the Company Shareholders. The
                 ----------------------------------------------------------
Company Shareholders, jointly and severally, hereby represent and warrant to the
Purchasers,  DVA  Shareholders and Lender, as of the date hereof and the Closing
Date  (except  as  set  forth on the Schedule of Exceptions attached hereto with
each numbered Schedule corresponding to the section number herein), as follows:

     (a)     Organization, Good Standing and Power. The Company is a corporation
             -------------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
State  of  Delaware  and  has  the  requisite  corporate power to own, lease and
operate its properties and assets and to conduct its business as it is now being
conducted. The Company is duly qualified as a foreign corporation to do business
and  is  in  good  standing  in  every  jurisdiction  in which the nature of the
business  conducted  or  property owned by it makes such qualification necessary
except  for any jurisdiction(s) (alone or in the aggregate) in which the failure
to  be so qualified will not have a Material Adverse Effect. For the purposes of
this  Agreement,  "Material Adverse Effect" means any material adverse effect on
                   -----------------------
the  business,  operations, properties, prospects, or financial condition of the
Company  and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company to perform any of
its obligations under this Agreement in any material respect.

     (b)     Capitalization. The authorized capital stock  and  the  issued  and
             --------------
outstanding shares of capital stock of the Company as of the Closing Date is set
forth  on  Schedule  2.1(b) hereto.  All of the outstanding shares of the Common
           ----------------
Stock  and  any  other  outstanding  security  of the Company have been duly and
validly  authorized.  Except  as  set  forth  in  this Agreement, the Commission
Documents  (as  defined  in  Section  2.1(c)  below) or as set forth on Schedule
                                                                        --------
2.1(b)  hereto,  no  shares of Common Stock or any other security of the Company
-----
are  entitled  to  preemptive  rights  or  registration  rights and there are no
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  call  or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital stock of the Company.  Furthermore,
except  as  set  forth  in  this  Agreement  and as set forth on Schedule 2.1(b)
                                                                 ---------------
hereto,  there are no contracts, commitments, understandings, or arrangements by
which  the  Company  is  or  may  become bound to issue additional shares of the
capital  stock  of the Company or options, securities or rights convertible into
shares  of  capital  stock  of  the  Company.  Except  for  customary  transfer

                                     -4-
<PAGE>

restrictions  contained  in  agreements  entered into by the Company in order to
sell restricted securities or as provided on Schedule 2.1(b) hereto, the Company
                                             ---------------
is  not  a  party  to  or  bound  by  any  agreement  or  understanding granting
registration  or  anti-dilution  rights to any person with respect to any of its
equity  or debt securities.  Except as set forth on Schedule 2.1(b), the Company
                                                    ---------------
is  not  a  party to, and it has no knowledge of, any agreement or understanding
restricting  the  voting  or  transfer of any shares of the capital stock of the
Company.

     (c)    Commission Documents, Financial Statements. The  Common Stock of the
            -----------------------------------------
Company  is  currently  reported  on  the  OTC  Bulletin Board and is registered
pursuant  to  Section  12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  and  the Company has timely filed all reports,
                -------------
schedules, forms, statements and other documents required to be filed by it with
the  Commission  pursuant to the reporting requirements of the Exchange Act (all
of  the  foregoing,  including  filings incorporated by reference therein, being
referred  to  herein  as  the "Commission Documents").  Any form 10-QSB and Form
                               --------------------
10-KSB  filings  made  by  the  Company do not contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under  which  they were made, not misleading.  As of their respective dates, the
financial  statements  of  the  Company  included  in  the  Commission Documents
complied  as  to  form  in  all  material  respects  with  applicable accounting
requirements  and the published rules and regulations of the Commission or other
applicable  rules  and  regulations  with  respect  thereto.  Such  financial
statements  have  been prepared in accordance with generally accepted accounting
principles  ("GAAP")  applied  on a consistent basis during the periods involved
              ----
(except  (i)  as  may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent
they  may  not include footnotes or may be condensed or summary statements), and
fairly  present  in  all material respects the financial position of the Company
and  its  Subsidiaries as of the dates thereof and the results of operations and
cash  flows  for  the  periods  then  ended  (subject,  in the case of unaudited
statements,  to  normal year-end audit adjustments).  Except as disclosed in the
unaudited  financial  statements included in the form 10-QSB for the Company for
the  quarterly  period  ended  September  30,  2005  (subject to normal year end
adjustments  and  the addition of footnotes) or as set forth in Schedule 2.1(g),
the  Company  has  no  liabilities,  obligations,  claims  or  losses  (whether
liquidated  or unliquidated, secured or unsecured, absolute, accrued, contingent
or  otherwise).

     (d)     Subsidiaries.  Schedule 2.1(d) hereto sets forth each Subsidiary of
             ------------   --------------
the  Company  and  shows  the  percentage  of  each  person's  ownership  of the
outstanding  stock  or  other  interests of such Subsidiary. For the purposes of
this Agreement, "Subsidiary" shall mean any corporation or other entity of which
                 ----------
at  least  a  majority  of  the  securities  or  other ownership interest having
ordinary voting power (absolutely or contingently) for the election of directors
or  other persons performing similar functions are at the time owned directly or
indirectly by the Company and/or any of its other Subsidiaries.

     (e)     No  Material  Adverse Change.  Except  as  otherwise  set forth  in
             ----------------------------
Schedule  2.1(e)  hereto,  since  September  30,  2005,  the  Company  has  not
----------------
experienced  or  suffered  any  Material  Adverse Effect; provided, however, the
Company  has  made  distributions of its assets to its officers and directors in
contemplation  of the transactions described herein and, as of the Closing Date,
will have no assets.

                                     -5-
<PAGE>

     (f)     No  Undisclosed  Events or Circumstances.  Except as  otherwise set
             ----------------------------------------
forth  in  Schedule  2.1(f)  hereto,  since  September  30,  2005,  no  event or
           ---------------
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  operations  or financial condition, which,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  by  the  Company  but  which has not been so publicly announced or
disclosed.

     (g)     Indebtedness.  Schedule  2.1(g)  hereto  sets forth, as of the date
             ------------   ---------------
hereof,  all  outstanding  secured and unsecured Indebtedness of the Company, or
Indebtedness  for  which  the  Company has commitments. For the purposes of this
Agreement,  "Indebtedness"  shall mean (a) any liabilities for borrowed money or
amounts  owed  in  excess  of  $100,  (b) all guaranties, endorsements and other
contingent  obligations in respect of Indebtedness of others, whether or not the
same  are  or  should  be reflected in the Company's balance sheet (or the notes
thereto),  (c)  the  present  value  of any lease payments in excess of $100 due
under  leases  required  to  be capitalized in accordance with GAAP, and (d) any
accrued  fees,  expenses,  and  liabilities.  The Company is not in default with
respect  to  any  Indebtedness.  The Purchasers and DVA Shareholders acknowledge
that  the  Company  will  remain liable for payment of obligations expressly set
forth  on Schedule 2.1(g), in the amounts set forth on Schedule 2.1(g), and that
          --------------                               --------------
the  Company  will  discharge  such  obligations or otherwise make provision for
payment thereof.

     (h)     Actions  Pending. There is no action, suit,  claim,  investigation,
             ----------------
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of the Company, threatened against or involving the Company
or any of its respective properties or assets.  There are no outstanding orders,
judgments,  injunctions,  awards  or  decrees  of  any  court,  arbitrator  or
governmental or regulatory body against the Company or any officers or directors
of  the  Company  in  their  capacities  as  such.

     (i)     Compliance  with  Law.  The business of the Company has been and is
             ---------------------
presently  being  conducted in accordance with all applicable federal, state and
local  governmental  laws,  rules,  regulations  and  ordinances.

     (j)     Taxes.  Except  as  set forth in  Schedule  2.1(j), the Company has
             -----                             ----------------
accurately  prepared and filed all federal, state and other tax returns required
by  law  to  be  filed by it, has paid or made provisions for the payment of all
taxes  shown  to  be due and all additional assessments, and adequate provisions
have  been  and are reflected in the financial statements of the Company for all
current  taxes  and  other charges to which the Company is subject and which are
not  currently  due  and payable.  None of the federal income tax returns of the
Company  or  any  Subsidiary  have been audited by the Internal Revenue Service.
The  Company  has  no  knowledge  of  any additional assessments, adjustments or
contingent  tax  liability  (whether federal or state) of any nature whatsoever,
whether  pending  or  threatened  against the Company for any period, nor of any
basis  for  any  such  assessment,  adjustment  or  contingency.

     (k)     Disclosure. Neither this Agreement or the  Schedules hereto nor any
             ----------
other  documents,  certificates  or instruments furnished by or on behalf of the
Company  in  connection  with  the  transactions  contemplated by this Agreement
contain any untrue statement of a material fact or omit to state a material fact
necessary  in  order  to make the statements made herein or therein, in light of
the  circumstances under which they were made herein or therein, not misleading.

                                     -6-
<PAGE>

     (l)     Environmental  Compliance.  "Environmental Laws"  shall  mean   all
             -------------------------
applicable  laws  relating  to  the  protection  of  the environment, including,
without  limitation,  all  requirements  pertaining  to  reporting,  licensing,
permitting,  controlling,  investigating  or  remediating emissions, discharges,
releases  or  threatened  releases of hazardous substances, chemical substances,
pollutants,  contaminants  or  toxic  substances,  materials  or wastes, whether
solid,  liquid or gaseous in nature, into the air, surface water, groundwater or
land,  or relating to the manufacture, processing, distribution, use, treatment,
storage,  disposal,  transport  or  handling  of  hazardous substances, chemical
substances,  pollutants,  contaminants  or toxic substances, material or wastes,
whether  solid,  liquid  or  gaseous  in  nature.  There  are no past or present
events,  conditions,  circumstances, incidents, actions or omissions relating to
or  in  any  way  affecting  the  Company  that  violate  or  may  violate  any
Environmental  Law  after  the  Closing  Date  or  that  may  give  rise  to any
environmental  liability,  or  otherwise  form  the  basis of any claim, action,
demand,  suit,  proceeding,  hearing,  study  or  investigation  (i)  under  any
Environmental  Law,  or (ii) based on or related to the manufacture, processing,
distribution,  use,  treatment,  storage  (including,  without  limitation,
underground  storage  tanks),  disposal, transport or handling, or the emission,
discharge,  release  or  threatened  release  of  any  hazardous  substance.

     (m)    Employees. Neither the Company nor any Subsidiary has any collective
            ---------
bargaining  arrangements  or agreements covering any of its employees, except as
set  forth  on  Schedule 2.1(m) hereto.  The Company has no employment contract,
                ---------------
agreement  regarding  proprietary  information,  non-competition  agreement,
non-solicitation  agreement,  confidentiality  agreement,  or  any other similar
contract or restrictive covenant, relating to the right of any officer, employee
or  consultant  to  be  employed  or  engaged  by  the  Company.

     (n)     Public  Utility  Holding  Company  Act  and Investment Company  Act
             -------------------------------------------------------------------
Status.  The Company is not a "holding company" or a "public utility company" as
------
such  terms  are  defined  in the Public Utility Holding Company Act of 1935, as
amended. The Company is not, and as a result of and immediately upon the Closing
will not be, an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.

     (o)     ERISA. No liability to the Pension Benefit Guaranty Corporation has
             -----
been  incurred  with  respect  to  any  Plan  by  the Company which has not been
satisfied by the Company.    As used in this Section, the term "Plan" shall mean
an  "employee  pension benefit plan" (as defined in Section 3 of ERISA) which is
or  has  been  established  or maintained, or to which contributions are or have
been made, by the Company or any Subsidiary or by any trade or business, whether
or  not  incorporated,  which,  together  with the Company or any Subsidiary, is
under  common  control,  as  described  in  Section  414(b)  or (c) of the Code.

     (p)     No  Integrated  Offering.  Neither  the  Company,  nor  any  of its
             ------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy  any  security  under  circumstances  that  would  cause the offering of the
Securities  pursuant  to this Agreement to be integrated with prior offerings by
the  Company for purposes of the Securities Act, which would prevent the Company
from  selling the Securities pursuant to Regulation D and Rule 506 thereof under
the  Securities  Act,  or  any  applicable exchange-related stockholder approval
provisions,  nor  will the Company or any of its affiliates or subsidiaries take
any  action  or  steps  that  would  cause  the offering of the Securities to be

                                     -7-
<PAGE>

integrated  with  other  offerings.  The  Company does not have any registration
statement  pending  before  the  Commission  or currently under the Commission's
review  and  since November 10, 2005, the Company has not offered or sold any of
its  equity  securities  or  debt  securities  convertible into shares of Common
Stock.

     (q)    Sarbanes-Oxley Act. The Company is in compliance with the applicable
            -------------------
provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the
                                                   ------------------
rules  and  regulations  promulgated  thereunder  that  are  effective as of the
Closing Date.

     Section  2.2  Representations  and  Warranties  of the Company. The Company
     ------------
hereby  represents  and warrants to the Purchasers, DVA Shareholders and Lender,
as  of the date hereof and the Closing Date (except as set forth on the Schedule
of  Exceptions  attached hereto with each numbered Schedule corresponding to the
section number herein), as follows:

     (a)     Authorization;  Enforcement.  The  Company  has  the  requisite
             ---------------------------
corporate  power  and  authority  to  enter into and perform this Agreement, the
Warrants,  the  Investor  Rights  Agreement  dated  as  of  the  date  hereof,
substantially  in  the  form  of Exhibit K attached hereto (the "Investor Rights
                                 ---------                       ---------------
Agreement"),  and  the  Irrevocable  Transfer  Agent Instructions (as defined in
---------
Section  3.16  hereof)  (collectively, the "Transaction Documents") and to issue
-------------                               ---------------------
and  sell  the  Securities  in accordance with the terms hereof.  The execution,
delivery  and  performance  of  the Transaction Documents by the Company and the
consummation  by  it of the transactions contemplated thereby have been duly and
validly  authorized by all necessary corporate action, and no further consent or
authorization  of  the  Company,  its  Board  of  Directors  or  stockholders is
required.  When  executed  and delivered by the Company, each of the Transaction
Documents  shall  constitute  a  valid  and  binding  obligation  of the Company
enforceable  against  the  Company  in accordance with its terms, except as such
enforceability  may  be  limited  by  applicable  bankruptcy,  reorganization,
moratorium,  liquidation, conservatorship, receivership or similar laws relating
to, or affecting generally the enforcement of, creditor's rights and remedies or
by  other  equitable  principles  of  general  application.

     (b)     Issuance  of Securities. The Securities to be issued at the Closing
             ------------------------
have  been  duly authorized by all necessary corporate action and, when paid for
or  issued  in accordance with the terms hereof, the Securities shall be validly
issued  and outstanding, free and clear of all liens, encumbrances and rights of
refusal  of  any kind.  When the Conversion Shares and Warrant Shares are issued
and  paid for in accordance with the terms of this Agreement and as set forth in
the  Warrants,  such  shares  will be duly authorized by all necessary corporate
action  and  validly  issued and outstanding, fully paid and nonassessable, free
and  clear  of all liens, encumbrances and rights of refusal of any kind and the
holders  shall  be  entitled to all rights accorded to a holder of Common Stock.

     (c)     No  Conflicts.  The  execution,  delivery  and  performance  of the
             -------------
Transaction Documents by the Company, and the consummation by the Company of the
transactions contemplated hereby and thereby, and the issuance of the Securities
as  contemplated  hereby,  do  not and will not (i) violate or conflict with any
provision  of the Company's Articles of Incorporation (the "Articles") or Bylaws
                                                            --------
(the  "Bylaws"), each as amended to date, or any Subsidiary's comparable charter
       ------
documents;  (ii)  conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any  rights  of  termination,  amendment,  acceleration  or cancellation of, any

                                     -8-
<PAGE>

agreement,  mortgage,  deed  of  trust,  indenture,  note,  bond, license, lease
agreement,  instrument  or  obligation  to  which  the  Company  or  any  of its
Subsidiaries  is  a  party  or  by which the Company or any of its Subsidiaries'
respective properties or assets are bound; or (iii) result in a violation of any
federal,  state,  local or foreign statute, rule, regulation, order, judgment or
decree  (including federal and state securities laws and regulations) applicable
to  the  Company or any of its Subsidiaries or by which any property or asset of
the  Company  or  any  of its Subsidiaries are bound or affected, except, in all
cases,  for  such  conflicts,  defaults, terminations, amendments, acceleration,
cancellations  and  violations  as  would not, individually or in the aggregate,
have a Material Adverse Effect (other than violations pursuant to clauses (i) or
(iii) (with respect to federal and state securities laws)).  Neither the Company
nor  any  of its Subsidiaries is required under federal, state, foreign or local
law,  rule  or  regulation  to obtain any consent, authorization or order of, or
make  any filing or registration with, any court or governmental agency in order
for  it  to  execute,  deliver  or  perform  any  of  its  obligations under the
Transaction  Documents  or  issue and sell the Securities in accordance with the
terms  hereof  (other  than  any  filings,  consents  and approvals which may be
required to be made by the Company under applicable state and federal securities
laws,  rules  or  regulations  or  any  registration  provisions provided in the
Investor  Rights  Agreement).

     (d)      Actions  Pending.  There is no action, suit, claim, investigation,
              ----------------
arbitration, alternate dispute resolution proceeding or other proceeding pending
or,  to  the  knowledge  of  the  Company,  threatened against the Company which
questions  the  validity  of  this  Agreement  or  any  of the other Transaction
Documents  or  any  of  the  transactions  contemplated hereby or thereby or any
action  taken  or  to  be  taken  pursuant  hereto  or  thereto.

     (e)     Securities  Act  of  1933.  Based  in  material  part  upon  the
             -------------------------
representations  herein  of  the  Purchasers,  the Company has complied and will
comply  with all applicable federal and state securities laws in connection with
the  offer,  issuance  and sale of the Securities hereunder. Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy any of the Securities or similar securities to,
or  solicit  offers  with  respect  thereto from, or enter into any negotiations
relating thereto with, any person, or has taken or will take any action so as to
bring  the  issuance  and  sale  of any of the Securities under the registration
provisions  of  the  Securities  Act  and  applicable state securities laws, and
neither  the  Company nor any of its affiliates, nor any person acting on its or
their  behalf,  has  engaged  in  any  form  of  general solicitation or general
advertising  (within  the  meaning  of Regulation D under the Securities Act) in
connection with the offer or sale of any of the Securities.

     (f)     Independent Nature of Purchasers and  DVA Shareholders. The Company
             ----------------------------------------------------------
acknowledges  that  the  obligations of each Purchaser and DVA Shareholder under
the  Transaction Documents are several and not joint with the obligations of any
other  Purchaser or DVA Shareholder, as applicable, and that no Purchaser or DVA
Shareholder  shall  be  responsible  in  any  way  for  the  performance  of the
obligations  of any other Purchaser or DVA Shareholder, as applicable, under the
Transaction  Documents.  The  Company  acknowledges  that  the  decision of each
Purchaser  or  DVA Shareholder to purchase Securities pursuant to this Agreement
has been made by such Purchaser or DVA Shareholder, as applicable, independently
of  any  other  purchase  and  independently  of  any  information,  materials,
statements  or  opinions  as  to  the  business,  affairs,  operations,  assets,

                                     -9-
<PAGE>

properties,  liabilities,  results  of  operations,  condition  (financial  or
otherwise)  or  prospects  of  the Company or of its Subsidiaries which may have
made  or  given  by any other Purchaser or DVA Shareholder, as applicable, or by
any  agent or employee of any other Purchaser or DVA Shareholder, as applicable,
and  no  Purchaser  or  DVA Shareholder, or any of its agents or employees shall
have  any  liability  to any Purchaser or DVA Shareholder, as applicable (or any
other  person)  relating  to  or  arising  from any such information, materials,
statements or opinions.  The Company acknowledges that nothing contained herein,
or  in  any  Transaction  Document,  and no action taken by any Purchaser or DVA
Shareholder  pursuant  hereto  or  thereto,  shall  be  deemed to constitute the
Purchasers or DVA Shareholders, as applicable, as a partnership, an association,
a  joint  venture  or any other kind of entity, or create a presumption that the
Purchasers  or  DVA  Shareholders are in any way acting in concert or as a group
with  respect  to  such  obligations  or  the  transactions  contemplated by the
Transaction  Documents.  The  Company  acknowledges  that  for  reasons  of
administrative convenience only, the Transaction Documents have been prepared by
counsel for one of the Purchasers and such counsel does not represent all of the
Purchasers or DVA Shareholders, but only such Purchaser and the other Purchasers
and  DVA Shareholders have retained their own individual counsel with respect to
the  transactions  contemplated  hereby.  The  Company  acknowledges that it has
elected  to  provide all Purchasers and DVA Shareholders with the same terms and
Transaction  Documents for the convenience of the Company and not because it was
required  or  requested  to  do  so  by the Purchasers or DVA Shareholders.  The
Company  acknowledges  that  such  procedure  with  respect  to  the Transaction
Documents  in  no  way  creates  a  presumption  that  the  Purchasers  or  DVA
Shareholders, as applicable, are in any way acting in concert or as a group with
respect  to the Transaction Documents or the transactions contemplated hereby or
thereby.

     (g)     Acknowledgement Regarding Trading Activity. The Company understands
             ------------------------------------------
and  acknowledges  that,  one or more Purchasers, DVA Shareholders or the Lender
may  engage  in  hedging  activities at various times during the period that the
Securities are outstanding.

     Section  2.3  Representations  and  Warranties  of  the  Purchasers,  DVA
                   -------------------------------------------------------------
Shareholders and Lender. Each of the Purchasers, DVA Shareholders and the Lender
-----------------------
hereby  represents and warrants to the Company with respect solely to itself and
not  with respect to any other Purchaser or DVA Shareholder as follows as of the
date hereof and as of the Closing Date:

     (a)     Organization and Standing of the Purchasers.  If the Purchaser, DVA
             -------------------------------------------
Shareholder,  or  Lender,  as  applicable,  is  an  entity,  such Purchaser, DVA
Shareholder or Lender is a corporation, limited liability company or partnership
duly  incorporated or organized, validly existing and in good standing under the
laws  of  the  jurisdiction  of  its  incorporation  or  organization.

     (b)    Authorization and Power. Each Purchaser, DVA Shareholder, or Lender,
            -------------------------
as  applicable,  has the requisite power and authority to enter into and perform
the  Transaction  Documents  and to purchase or otherwise acquire the Securities
being  issued  to  it hereunder.  The execution, delivery and performance of the
Transaction  Documents  by  each  Purchaser,  DVA  Shareholder  and  Lender,  as

                                      -10-
<PAGE>

applicable,  and  the consummation by it of the transactions contemplated hereby
have  been duly authorized by all necessary corporate or partnership action, and
no  further  consent  or  authorization  of  such  Purchaser, DVA Shareholder or
Lender,  as applicable, or its Board of Directors, stockholders, or partners, as
the case may be, is required.  When executed and delivered by the Purchasers and
DVA  Shareholders,  as  applicable,  the  other  Transaction  Documents  shall
constitute  valid  and binding obligations of each Purchaser and DVA Shareholder
enforceable  against such Purchaser and DVA Shareholder in accordance with their
terms,  except  as  such enforceability may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation,  conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of,  creditor's  rights and remedies or by other equitable principles of general
application.

     (c)     No Conflict.  The execution,  delivery  and  performance  of  the
             -----------
Transaction  Documents  by  the  Purchaser,  DVA  Shareholder  and  Lender,  as
applicable,  and  the consummation by the Purchaser, DVA Shareholder and Lender,
as  applicable,  of  the transactions contemplated thereby and hereby do not and
will  not  (i)  violate  any  provision of the Purchaser's, DVA Shareholder's or
Lender's,  as  applicable,  charter  or  organizational documents; (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which the Purchaser, DVA Shareholder, or Lender, as applicable, is a party or
by which the Purchaser's, DVA Shareholder's or Lender's respective properties or
assets are bound; or (iii) result in a violation of any federal, state, local or
foreign  statute, rule, regulation, order, judgment or decree (including federal
and  state  securities  laws  and  regulations) applicable to the Purchaser, DVA
Shareholder  or  Lender  by  which  any  property or asset of the Purchaser, DVA
Shareholder  or  Lender  is  bound or affected, except, in all cases, other than
violations  pursuant  to clauses (i) or (iii) (with respect to federal and state
securities  laws) above, for such conflicts, defaults, terminations, amendments,
acceleration,  cancellations and violations as would not, individually or in the
aggregate, materially and adversely affect the Purchaser's, DVA Shareholder's or
Lender's ability to perform its obligations under the Transaction Documents.

     (d)     Acquisition  for  Investment.  Each  of  the  Purchasers,  DVA
             ----------------------------
Shareholders  and  Lender is acquiring the Securities solely for its own account
and  not with a view to or for sale in connection with distribution. None of the
Purchasers,  DVA  Shareholders  or Lender has a present intention to sell any of
the  Securities,  or  a  present arrangement (whether or not legally binding) or
intention  to effect any distribution of any of the Securities to or through any
person or  entity; provided, however, that by making the representations herein,
                   -----------------
such  Purchaser,  DVA  Shareholder  and Lender, as applicable, does not agree to
hold  the  Securities  for  any  minimum or other specific term and reserves the
right  to  dispose  of the Securities at any time in accordance with federal and
state  securities  laws  applicable  to  such  disposition.  Each Purchaser, DVA
Shareholder  and  Lender,  as  applicable,  acknowledges  that  it  (i) has such
knowledge  and experience in financial and business matters such that Purchaser,
DVA  Shareholder  or  Lender  is  capable  of evaluating the merits and risks of
Purchaser's,  DVA  Shareholder's,  or Lender's, as applicable, investment in the
Company;  (ii) is able to bear the financial risks associated with an investment
in  the  Securities; and (iii) has been given full access to such records of the
Company  and  the  Subsidiaries  and  to  the  officers  of  the Company and the
Subsidiaries  as  it  has  deemed  necessary  or  appropriate to conduct its due
diligence investigation.

                                      -11-
<PAGE>

     (e)    Rule 144. Each Purchaser, DVA Shareholder and Lender, as applicable,
            ---------
understands that the Securities must be held indefinitely unless such Securities
are  registered  under  the  Securities Act or an exemption from registration is
available.  Each  Purchaser,  DVA  Shareholder  and  Lender,  as  applicable,
acknowledges  that  such  person  is  familiar  with  Rule  144 of the rules and
regulations  of  the  Commission,  as  amended,  promulgated  pursuant  to  the
Securities  Act  ("Rule  144"),  and  that  such  Purchaser, DVA Shareholder and
                   ---------
Lender, as applicable, has been advised that Rule 144 permits resales only under
certain  circumstances.  Each  Purchaser,  DVA  Shareholder  and  Lender,  as
applicable, understands that, to the extent that Rule 144 is not available, such
Purchaser, DVA Shareholder and Lender, as applicable, will be unable to sell any
Securities without either registration under the Securities Act or the existence
of  another  exemption  from  such  registration  requirement.

     (f)     General.  Each  Purchaser  and  DVA  Shareholder,  as  applicable,
             -------
understands  that  the  Securities  are  being offered and sold in reliance on a
transactional  exemption from the registration requirements of federal and state
securities  laws  and  the Company is relying upon the truth and accuracy of the
representations,  warranties,  agreements, acknowledgments and understandings of
such  Purchaser and DVA Shareholder, as applicable, set forth herein in order to
determine  the  applicability  of  such  exemptions  and the suitability of such
Purchaser  and  DVA  Shareholder, as applicable, to acquire the Securities. Each
Purchaser, DVA Shareholder and Lender, as applicable, understands that no United
States  federal  or  state  agency  or any government or governmental agency has
passed  upon  or  made  any  recommendation  or  endorsement  of the Securities.
Commencing  on  the  date  that  the  Purchasers,  DVA Shareholder or Lender, as
applicable,  were initially contacted regarding an investment in the Securities,
none  of the Purchasers, DVA Shareholders, or Lender, as applicable, has engaged
in  any  short sale of the Common Stock and will not engage in any short sale of
the  Common  Stock prior to the consummation of the transactions contemplated by
this Agreement.

     (g)    No General Solicitation. Each Purchaser, DVA Shareholder and Lender,
            -----------------------
as  applicable,  acknowledges  that  the  Securities  were  not  offered to such
Purchaser,  DVA  Shareholder  or  Lender, as applicable, by means of any form of
general  or public solicitation or general advertising, or publicly disseminated
advertisements  or  sales  literature, including (i) any advertisement, article,
notice  or  other communication published in any newspaper, magazine, or similar
media,  or broadcast over television or radio; or (ii) any seminar or meeting to
which  such  Purchaser, DVA Shareholder or Lender, as applicable, was invited by
any  of  the  foregoing means of communications. Each Purchaser, DVA Shareholder
and  Lender,  as  applicable, in making the decision to purchase the Securities,
has  relied  upon independent investigation made by it and has not relied on any
information or representations made by third parties.

     (h)    Accredited Investor. Each Purchaser, DVA Shareholder and the Lender,
            -------------------
as applicable, is an "accredited investor" (as defined in Rule 501 of Regulation
D),  and such Purchaser, DVA Shareholder and the Lender, as applicable, has such
experience  in  business  and financial matters that it is capable of evaluating
the  merits  and  risks  of an investment in the Securities. Such Purchaser, DVA
Shareholder  and  Lender,  as  applicable, is not required to be registered as a
broker-dealer  under  Section  15  of  the  Exchange Act and such Purchaser, DVA
Shareholder  and  Lender, as applicable, is not a broker-dealer. Each Purchaser,
DVA  Shareholder  and  Lender, as applicable, acknowledges that an investment in
the Securities is speculative and involves a high degree of risk.

                                      -12-
<PAGE>

     (i)     Certain Fees. Except for investment banking fees payable to Midtown
             -------------
Partners  &  Co.,  LLC,  the  Purchasers,  DVA  Shareholders and the Lender,  as
applicable, have not employed any broker or finder or incurred any liability for
any  brokerage  or  investment  banking  fees, commissions, finders' structuring
fees,  financial  advisory  fees  or  other  similar fees in connection with the
Transaction  Documents.

     (j)     Independent Investment. No Purchaser, DVA Shareholder or Lender, as
             -----------------------
applicable, has agreed to act with any other Purchaser, DVA Shareholder or third
parties,  as  applicable,  for  the  purpose  of  acquiring,  holding, voting or
disposing  of  the  Securities purchased hereunder for purposes of Section 13(d)
under  the  Exchange Act, and each Purchaser, DVA Shareholder and the Lender, as
applicable,  is  acting  independently  with  respect  to  its investment in the
Securities.

     (k)     Regulation  M.  Each  Purchaser, DVA Shareholder and the Lender, as
             --------------
applicable, has complied and will comply with Regulation M promulgated under the
Exchange  Act  with  respect to the transactions contemplated by this Agreement.

     Section 2.4 Representations and Warranties of the DVA Shareholders. Each of
                 ------------------------------------------------------
the DVA Shareholders hereby represents and warrants to the Company, with respect
solely  to  itself  and not with respect to any other DVA Shareholder, as of the
date hereof and as of the Closing Date, as follows:

     (a)     Title to Shares.  The DVA Shareholder has good and marketable title
             ---------------
to  the  DVA Common Stock, free and clear of all liens, claims, encumbrances and
restrictions, legal or equitable, of every kind, except for certain restrictions
on  transfer  imposed by federal and state securities laws.  The DVA Shareholder
has  full  and unrestricted legal right, power and authority to sell, assign and
transfer  his  or  its  DVA  Common  Stock  to the Company without obtaining the
consent  or  approval  of  any  other  person or governmental authority, and the
delivery  of such shares to the Company pursuant to this Agreement will transfer
valid  title  thereto,  free  and  clear  of all liens, encumbrances, claims and
restrictions  of  every kind, except for certain restrictions on transferability
imposed  by  federal  and  state  securities  laws.

     (b)     Title  to  Warrant. If applicable, the DVA Shareholder has good and
             ------------------
marketable  title  to  the  DVA  Warrant,  free  and clear of all liens, claims,
encumbrances  and  restrictions,  legal  or equitable, of every kind, except for
certain  restrictions  on transfer imposed by federal and state securities laws.
The  DVA  Shareholder has full and unrestricted legal right, power and authority
to  sell,  assign  and  transfer  his  or its DVA Warrant to the Company without
obtaining the consent or approval of any other person or governmental authority,
and  the delivery of such warrant to the Company pursuant to this Agreement will
transfer  valid title thereto, free and clear of all liens, encumbrances, claims
and  restrictions  of  every  kind,  except  for  certain  restrictions  on
transferability  imposed  by  federal  and  state  securities  laws.

     (c)     Conflict.  The  execution of this Agreement and the consummation of
             --------
the  transactions  contemplated  hereby  will not constitute a default under any
provision of any agreement by which the DVA Shareholder is bound.

                                      -13-
<PAGE>

                                   ARTICLE III

                                    COVENANTS

     The  Company  covenants with each Purchaser, DVA Shareholder and the Lender
as  to  each  provision  in  this Article III, and with each Company Shareholder
solely  as to Sections 3.2, 3.8, 3.9 and 3.10 below, as follows, which covenants
are  for  the  benefit of each Purchaser, DVA Shareholder, the Lender, and their
respective  permitted  assignees.

     Section  3.1 Securities Compliance. The Company shall notify the Commission
                  ---------------------
in  accordance  with its rules and regulations, of the transactions contemplated
by  any  of  the Transaction Documents and shall take all other necessary action
and  proceedings  as  may  be required and permitted by applicable law, rule and
regulation,  for  the  legal  and  valid  issuance  of  the  Securities  to  the
Purchasers,  DVA  Shareholders  and  Lender,  as applicable, or their respective
subsequent holders.

     Section 3.2 Listing; Filings. The Company will take all action necessary to
                 ----------------
continue the listing or trading of its Common Stock on the OTC Bulletin Board or
other  exchange or market on which the Common Stock is trading. If required, the
Company will promptly file the "Listing Application" for, or in connection with,
the  issuance  and  delivery  of  the  Conversion Shares and the Warrant Shares.
Subject to the terms of the Transaction Documents, the Company further covenants
that  it  will  take such further action as the Purchasers, DVA Shareholders, or
Company  Shareholders  may  reasonably  request, all to the extent required from
time  to  time  to  enable  the  Purchasers,  DVA  Shareholders,  or  Company
Shareholders,  as  applicable,  to sell the Securities or shares of Common Stock
without  registration  under  the  Securities  Act  within  and  subject  to the
limitations  provided  by  Rule  144  promulgated under the Securities Act. With
respect  to  the  resale  of  shares of Common Stock of the Company owned by any
stockholder of the Company as of the day preceding the Closing Date, the Company
shall  accept  legal  opinions  of  Richard A. Fisher, Esq. with respect to each
transfer,  so  long  as  there  is  a  reasonable  basis for concluding that the
transfer  is  permitted  under  Rule  144.  Fisher  may send a copy of each such
opinion  to  the  Company's  transfer  agent  simultaneously  with the facsimile
transmission thereof by Fisher to the Company.

     Section  3.3  Inspection Rights. Provided same would not be in violation of
                   -----------------
Regulation  FD,  the Company shall permit, during normal business hours and upon
reasonable  request  and  reasonable notice, each Purchaser, DVA Shareholder and
the  Lender,  or  any employees, agents or representatives thereof, for purposes
reasonably  related to such Purchaser's, DVA Shareholder's or Lender's interests
as  a  stockholder,  to examine the publicly available, non-confidential records
and  books  of  account  of,  and  visit  and  inspect  the  properties, assets,
operations  and  business  of the Company and any Subsidiary, and to discuss the
publicly  available,  non-confidential  affairs,  finances  and  accounts of the
Company and any Subsidiary with any of its officers, consultants, directors, and
key employees.

     Section  3.4 Compliance with Laws. The Company shall comply, and cause each
                  --------------------
Subsidiary  to  comply, with all applicable laws, rules, regulations and orders,
noncompliance  with  which would be reasonably likely to have a Material Adverse
Effect.

                                      -14-
<PAGE>

     Section 3.5 Keeping of Records and Books of Account. The Company shall keep
                 ---------------------------------------
and  cause  each  Subsidiary  to  keep adequate records and books of account, in
which  complete  entries  will  be  made  in  accordance  with GAAP consistently
applied,  reflecting  all  financial  transactions  of  the  Company  and  its
Subsidiaries,  and  in  which,  for  each  fiscal  year, all proper reserves for
depreciation,  depletion, obsolescence, amortization, taxes, bad debts and other
purposes in connection with its business shall be made.

     Section  3.6  Other  Agreements.  The  Company  shall  not  enter  into any
                   -----------------
agreement  which,  by  its  terms, would restrict or impair the Company's or any
Subsidiary's right or ability to perform under this Article III.

     Section  3.7  Use  of  Proceeds.  The  net  proceeds  from  the sale of the
                   -----------------
Securities  hereunder  shall  be  used  by  the  Company for working capital and
general  corporate  purposes,  including, but not limited to, growth and capital
initiatives,  investor  and  public  relations,  the  acquisition of Deer Valley
Homebuilders,  Inc.,  and payment of commissions and fees due Midtown Partners &
Co., LLC.

     Section  3.8  Reporting Status. For a period of not less than two (2) years
                   ----------------
after  the Closing, (a) the Company shall timely file all reports required to be
filed  with  the  Commission pursuant to the Exchange Act, and the Company shall
not  terminate  its  status  as  an  issuer  required  to file reports under the
Exchange  Act  even  if the Exchange Act or the rules and regulations thereunder
would  permit  such  termination,  and  (b) the Company shall retain an investor
relations  firm,  selected  by  the  Company,  which systematically prepares and
distributes  information  to  potential  investors  about  developments  in  the
Company's business as part of an active investor relations program.

     Section  3.9  Blue  Sky  Laws. Promptly as reasonably practicable after the
                   ---------------
Closing,  the Company shall (a) to the extent necessary, publish in a nationally
recognized  manual  of  securities to secure a "manual exemption" for compliance
with  state securities for laws for the secondary trading of the Common Stock of
the  Company  (the  "Manual  Securities  Exemption"),  and  (b)  to  the  extent
                     -----------------------------
necessary,  take  reasonable  measures  to  comply with state securities laws of
Rhode  Island,  South  Carolina,  and  Maryland for the secondary trading of the
Common  Stock  of  the  Company,  if  such  states are not covered by the Manual
Securities Exemption.

     Section  3.10  Increase  in Authorized Common Stock. Within forty five (45)
                    ------------------------------------
days of the Closing, the Company shall amend its Certificate of Incorporation to
increase  its  authorized Common Stock in sufficient amounts to reserve a number
of  its  authorized  but  unissued  shares  of Common Stock equal to one hundred
twenty  five  percent  (125%)  of the aggregate number of shares of Common Stock
needed  to  effect: (a) the conversion of the Series A Preferred Stock, Series B
Preferred  Stock and Series C Preferred Stock issued pursuant to this Agreement;
and  (b)  the  exercise  of  the  Series A Warrants, Series B Warrants, Series C
Warrants,  Series  D  Warrant,  and  any  warrants that may be issued to Midtown
Partners & Co., LLC as payment for investment banking fees. Once the Certificate
of Incorporation is amended to increase the Company's authorized Common Stock as
required  in  the  immediately preceding sentence, the Company shall immediately
authorize  and  reserve,  and  hereby  covenants to continue to reserve, free of
preemptive rights and other similar contractual rights of stockholders, a number

                                      -15-
<PAGE>

of  its  authorized  but  unissued  shares  of Common Stock equal to one hundred
twenty  five  percent  (125%)  of the aggregate number of shares of Common Stock
needed  to  effect: (a) the conversion of the Series A Preferred Stock, Series B
Preferred  Stock and Series C Preferred Stock issued pursuant to this Agreement;
and  (b)  the  exercise  of  the  Series A Warrants, Series B Warrants, Series C
Warrants,  Series  D  Warrant,  and  any  warrants that may be issued to Midtown
Partners & Co., LLC as payment for investment banking fees.

     Section  3.11  Transfer  Taxes.  All  applicable  sales  taxes, documentary
                    ---------------
transfer  taxes,  recording and filing fees, and other costs (but not including,
without  limitation,  any  attorney's  fees  incurred  by the Company or income,
capital  gains,  intangible  or  similar  taxes) that may be due or payable as a
result  of  the  conveyance  or  deliver  of  the  Securities to be conveyed and
transferred  or  other  transactions  contemplated hereby, whether levied on the
Company,  the  Purchasers, the Company Shareholders, the DVA Shareholders or the
Lender, shall be paid by the Company.

                                   ARTICLE IV

                                   CONDITIONS

     Section  4.1 Conditions Precedent to the Obligation of the Company to Close
                  --------------------------------------------------------------
and to Sell the Securities. The obligation hereunder of the Company to close and
--------------------------
issue  the  Securities to the Purchasers, DVA Shareholders and the Lender at the
Closing  is  subject  to the satisfaction or waiver, at or before the Closing of
the  conditions  set  forth  below.  These conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion.

     (a)     Accuracy of the Representations and Warranties. The representations
             ----------------------------------------------
and  warranties  of each Purchaser, DVA Shareholder and the Lender shall be true
and  correct  in  all  material  respects as of the date when made and as of the
Closing  Date  as  though  made  at  that  time,  except for representations and
warranties  that are expressly made as of a particular date, which shall be true
and correct in all material respects as of such date.

     (b)     Performance by the Purchasers. Each Purchaser, DVA Shareholder  and
             ------------------------------
the Lender shall have performed, satisfied and complied in all material respects
with  all  covenants, agreements and conditions required by this Agreement to be
performed,  satisfied  or  complied  with  by  the Purchaser, DVA Shareholder or
Lender at or prior to the Closing Date.

     (c)     No  Injunction.  No  statute, rule,  regulation,  executive  order,
             --------------
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by any court or governmental authority of competent jurisdiction which
prohibits  the  consummation  of  any  of  the transactions contemplated by this
Agreement.

     (d)    Permits, Consents. All authorizations, approvals, permits, consents,
            ------------------
waivers,  and  clearances  of  any  third  party,  governmental authority, state
insurance regulatory agency, or other regulatory body of the United States or of
any  state that are required in connection with the transactions contemplated by
this  Agreement  shall  have  been  obtained  and  effective  as of the Closing.

                                      -16-
<PAGE>

     (e)     Delivery of  Purchase  Price.  The  Purchase  Price, DVA Shares and
             -----------------------------
DVA  Warrant, as applicable, for the Securities shall have been delivered to the
Company on the Closing Date.

     (f)     Delivery of Transaction Documents.  The Transaction Documents shall
             ---------------------------------
have  been  duly  executed  and  delivered to the Company by the Purchasers, DVA
Shareholders and the Lender, as applicable.

     (g)     Acquisition of Deer Valley Homebuilders, Inc. Simultaneous with the
             ------------------------------------------------
Closing  hereunder,  DVA  shall  acquire all of the outstanding capital stock of
Deer  Valley  Homebuilders, Inc. pursuant to the Common Stock Purchase Agreement
dated  November  1,  2005,  between DVA, Deer Valley Homebuilders, Inc., and the
shareholders  a  party  thereto.

     Section  4.2  Conditions Precedent to the Obligation of the Purchasers, DVA
                   -------------------------------------------------------------
Shareholders  and  Lender to Close and to Acquire the Securities. The obligation
----------------------------------------------------------------
hereunder  of the Purchasers, the DVA Shareholders and the Lender to purchase or
acquire  the  Securities  and  consummate  the transactions contemplated by this
Agreement is subject to the satisfaction or waiver, at or before the Closing, of
each  of  the  conditions  set  forth  below.  These  conditions  are  for  the
Purchasers',  DVA  Shareholders' and Lender's sole benefit, and may be waived by
the  Purchasers,  DVA  Shareholders  and  Lender  at  any  time,  in  their sole
discretion.

     (a)     Accuracy  of the Company's Representations and Warranties.  Each of
             ---------------------------------------------------------
the  representations  and  warranties  of  the Company in this Agreement and the
other  Transaction  Documents shall be true and correct in all material respects
as  of the Closing Date, except for representations and warranties that speak as
of  a  particular date, which shall be true and correct in all material respects
as  of  such  date.

     (b)     Performance  by the Company.  The  Company  shall  have  performed,
            ----------------------------
satisfied  and  complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.

     (c)     No Suspension, Etc. Trading in the Common Stock shall not have been
             ---------------------
suspended  by  the  Commission,  or  the  OTC  Bulletin  Board.

     (d)     No  Injunction. No  statute,  rule,  regulation,  executive order,
             --------------
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by any court or governmental authority of competent jurisdiction which
prohibits  the  consummation  of  any  of  the transactions contemplated by this
Agreement.

     (e)    Permits, Consents. All authorizations, approvals, permits, consents,
            -----------------
waivers,  and  clearances  of  any  third  party,  governmental authority, state
insurance regulatory agency, or other regulatory body of the United States or of
any  state that are required in connection with the transactions contemplated by
this  Agreement  shall  have  been  obtained  and  effective  as of the Closing.

                                      -17-
<PAGE>

     (f)     No  Proceedings or Litigation. No action, suit or proceeding before
             -----------------------------
any  arbitrator  or any governmental authority shall have been commenced, and no
investigation  by any governmental authority shall have been threatened, against
the  Company  or any Subsidiary, or any of the officers, directors or affiliates
of  the  Company  or  any  Subsidiary seeking to restrain, prevent or change the
transactions  contemplated  by  this  Agreement  and  Transaction  Documents, or
seeking damages in connection with such transactions.

     (g)     Opinion of Counsel.  The Purchasers, the DVA Shareholders  and  the
             ------------------
Lender  shall have received an opinion of counsel to the Company, dated the date
of  the  Closing,  substantially  in  the  form  of  Exhibit L hereto, with such
                                                     ---------
exceptions  and  limitations as shall be reasonably acceptable to counsel to the
Purchasers, DVA Shareholders and Lender.

     (h)     Preferred Stock and Warrants. At or  prior  to the Closing, (i) the
             ----------------------------
Company  shall have delivered to the Purchasers the Series A Preferred Stock (in
such denominations as each Purchaser has subscribed) and the Series A and Series
B  Warrants  (in  such denominations as each Purchaser has subscribed); (ii) the
Company  shall  have  delivered  to  the DVA Shareholders the Series B Preferred
Stock  or Series C Preferred Stock, as applicable (in such denominations as each
Purchaser  has  subscribed),  and Series C Warrant, as applicable; and (iii) the
Company  shall  have  delivered  to  Lender  the  Series  D  Warrant.

     (i)     Secretary's  Certificate.  The  Company shall have delivered to the
             ------------------------
Purchasers,  the DVA Shareholders and Lender a secretary's certificate, dated as
of the Closing Date, as to (i) the resolutions adopted by the Board of Directors
approving  the  transactions  contemplated  hereby; (ii) the Articles; (iii) the
Bylaws,  each as in effect at the Closing; and (iv) the authority and incumbency
of the officers of the Company executing the Transaction Documents and any other
documents  required  to  be  executed  or  delivered  in  connection  therewith.

     (j)     Officer's  Certificate. On the Closing Date, the Company shall have
             ----------------------
delivered  to  the Purchasers, the DVA Shareholders and the Lender a certificate
signed by an executive officer on behalf of the Company, dated as of the Closing
Date,  confirming  the  accuracy  of  the  Company's  representations,  which
confirmation  shall  be  based  on  the  knowledge  of  the  executive  officer.

     (k)    Investor Rights Agreement. As of the Closing Date, the Company shall
            ---------------------------
have  executed  and  delivered  the Investor Rights Agreement to each Purchaser,
each  DVA  Shareholder  and  the  Lender.

     (l)     Material Adverse Effect.  No Material  Adverse  Effect  shall  have
             ----------------------
occurred.

     (m)     Termination of BDC. The Company's status  as a Business Development
             --------------------
Company  under  the  Investment  Company Act of 1940 shall have been terminated.

     (n)     Resignations.  (i)  John  Gilece,  Christopher Portner, and Richard
             ------------
Parke shall have submitted their resignations from the board of directors of the
Company,  in  form  acceptable  to  the Purchasers, the DVA Shareholders and the
Lender;  and  (ii) all officers shall have submitted their resignations, in form
acceptable to the Purchasers, the DVA Shareholders and the Lender.

                                      -18-
<PAGE>

     (o)     Acquisition  of  Deer  Valley Homebuilders, Inc.  Simultaneous with
             -----------------------------------------------
the Closing hereunder, DVA shall acquire all of the outstanding capital stock of
Deer  Valley  Homebuilders, Inc. pursuant to the Common Stock Purchase Agreement
dated  November  1,  2005,  between DVA, Deer Valley Homebuilders, Inc., and the
shareholders a party thereto.

     (p)     Minimum  Funding.  In  connection with the Series A Financing, the
             ----------------
Company  shall  have  received  acceptable  subscriptions from the Purchasers to
subscribe  for  and  purchase,  at a minimum, shares of Series A Preferred Stock
having  an  aggregate  stated  value  of  Five  Million  and  No/100  Dollars
($5,000,000).

                                    ARTICLE V

                               CERTIFICATE LEGEND

     Section  5.1  Legend. Each certificate representing the Securities shall be
                   ------
stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required by applicable state securities or "blue sky"
laws):

     THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE (THE "SECURITIES") HAVE
     NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933, AS AMENDED (THE
     "SECURITIES  ACT")  OR  ANY  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD,
     TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
     ACT  AND  UNDER  APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE
     RECEIVED  AN  OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
     THE  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
     LAWS IS NOT REQUIRED.

     The Company agrees to issue or reissue certificates representing any of the
Conversion Shares and the Warrant Shares, without the legend set forth above if,
at  such  time,  prior  to  making any transfer of any such Conversion Shares or
Warrant  Shares,  such  holder  thereof shall give written notice to the Company
describing  the manner and terms of such transfer and removal as the Company may
reasonably  request.  Such  proposed  transfer  and removal will not be effected
until:  (a) either (i) the Company has received an opinion of counsel reasonably
satisfactory  to  the  Company,  to  the  effect  that  the  registration of the
Conversion  Shares or Warrant Shares under the Securities Act is not required in
connection  with such proposed transfer, (ii) a registration statement under the
Securities  Act covering such proposed disposition has been filed by the Company
with the Commission and has become effective under the Securities Act, (iii) the
Company  has received other evidence reasonably satisfactory to the Company that
such  registration  and  qualification  under  the  Securities  Act  and  state
securities  laws  are not required, or (iv) the holder provides the Company with
reasonable  assurances that such security can be sold pursuant to Rule 144 under
the  Securities  Act;  and (b) either (i) the Company has received an opinion of

                                      -19-
<PAGE>

counsel  reasonably satisfactory to the Company, to the effect that registration
or  qualification  under  the  securities or "blue sky" laws of any state is not
required  in  connection  with  such  proposed disposition, (ii) compliance with
applicable  state  securities or "blue sky" laws has been effected, or (iii) the
holder  provides  the  Company with reasonable assurances that a valid exemption
exists with respect thereto.  The Company will respond to any such notice from a
holder  within  three  (3)  business days.  In the case of any proposed transfer
under  this  Section 5.1, the Company will use reasonable efforts to comply with
             -----------
any  such  applicable state securities or "blue sky" laws, but shall in no event
be  required,  (x)  to  qualify to do business in any state where it is not then
qualified, (y) to take any action that would subject it to tax or to the general
service  of  process in any state where it is not then subject, or (z) to comply
with  state securities or "blue sky" laws of any state for which registration by
coordination  is  unavailable  to  the  Company.  The  restrictions  on transfer
contained  in  this  Section  5.1  shall  be  in  addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section
of  this  Agreement.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section  6.1 General Indemnity. The Company agrees to indemnify, defend and
                  -----------------
hold  harmless  the  Purchasers,  the DVA Shareholders and the Lender (and their
respective directors, officers, affiliates, agents, successors and assigns) from
and  against  any  and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements)  incurred  by the Purchasers, the DVA Shareholders and the Lender
as a result of any inaccuracy in or breach of the representations, warranties or
covenants  made  by the Company herein. Each Purchaser, each DVA Shareholder and
the Lender, severally but not jointly, agrees to indemnify and hold harmless the
Company  and its directors, officers, affiliates, agents, successors and assigns
from  and  against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys' fees, charges
and  disbursements)  incurred  by  the Company as result of any inaccuracy in or
breach  of  the representations, warranties or covenants made by such Purchaser,
DVA Shareholder, or Lender herein.

     Section  6.2  Indemnification  Procedure.  Any  party  entitled  to
                   --------------------------
indemnification under this Article VI (an "indemnified party") will give written
notice  to  the  indemnifying  party  of  any  matter giving rise to a claim for
indemnification;  provided,  that  the  failure  of  any  party  entitled  to
indemnification  hereunder  to  give notice as provided herein shall not relieve
the  indemnifying  party  of its obligations under this Article VI except to the
extent  that  the  indemnifying  party is actually prejudiced by such failure to
give  notice. In case any such action, proceeding or claim is brought against an
indemnified  party  in respect of which indemnification is sought hereunder, the
indemnifying  party  shall  be  entitled  to  participate  in and, unless in the
reasonable  judgment of the indemnifying party a conflict of interest between it
and  the  indemnified  party  exists  with respect to such action, proceeding or
claim  (in  which  case  the  indemnifying  party  shall  be responsible for the
reasonable  fees  and  expenses  of  one  separate  counsel  for the indemnified
parties),  to assume the defense thereof with counsel reasonably satisfactory to
the  indemnified  party.  In  the  event  that the indemnifying party advises an
indemnified  party  that  it  will  contest  such  a  claim  for indemnification
hereunder,  or  fails, within thirty (30) days of receipt of any indemnification

                                      -20-
<PAGE>

notice  to  notify, in writing, such person of its election to defend, settle or
compromise,  at  its  sole cost and expense, any action, proceeding or claim (or
discontinues  its defense at any time after it commences such defense), then the
indemnified  party may, at its option, defend, settle or otherwise compromise or
pay  such action or claim. In any event, unless and until the indemnifying party
elects  in  writing  to assume and does so assume the defense of any such claim,
proceeding  or action, the indemnified party's costs and expenses arising out of
the  defense,  settlement  or compromise of any such action, claim or proceeding
shall  be  losses  subject  to  indemnification hereunder. The indemnified party
shall  cooperate  fully  with  the  indemnifying  party  in  connection with any
negotiation or defense of any such action or claim by the indemnifying party and
shall  furnish to the indemnifying party all information reasonably available to
the  indemnified  party  which relates to such action or claim. The indemnifying
party  shall  keep  the  indemnified party fully apprised at all times as to the
status  of  the  defense or any settlement negotiations with respect thereto. If
the  indemnifying  party  elects  to  defend  any such action or claim, then the
indemnified  party shall be entitled to participate in such defense with counsel
of  its choice at its sole cost and expense. The indemnifying party shall not be
liable  for  any  settlement of any action, claim or proceeding effected without
its  prior  written  consent. Notwithstanding anything in this Article VI to the
contrary,  the  indemnifying  party  shall  not, without the indemnified party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment  in  respect  thereof  which  imposes  any  future  obligation  on  the
indemnified  party  or which does not include, as an unconditional term thereof,
the  giving  by  the  claimant  or  the  plaintiff to the indemnified party of a
release  from  all  liability  in  respect  of  such  claim. The indemnification
obligations to defend the indemnified party required by this Article VI shall be
made  by  periodic  payments  of  the  amount  thereof  during  the  course  of
investigation  or  defense,  as  and  when  bills are received or expense, loss,
damage  or  liability is incurred, so long as the indemnified party shall refund
such  moneys if it is ultimately determined by a court of competent jurisdiction
that  such  party  was not entitled to indemnification. The indemnity agreements
contained  herein  shall  be  in  addition to (a) any cause of action or similar
rights  of  the  indemnified party against the indemnifying party or others, and
(b)  any  liabilities  the  indemnifying party may be subject to pursuant to the
law.  No  indemnifying  party will be liable to the indemnified party under this
Agreement  to  the  extent, but only to the extent that a loss, claim, damage or
liability  is  attributable  to  the  indemnified  party's  breach of any of the
representations, warranties or covenants made by such party in this Agreement or
in the other Transaction Documents.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section  7.1  Fees and Expenses. Each party shall pay the fees and expenses
                   -----------------
of  its  advisors, counsel, accountants and other experts, if any, and all other
expenses,  incurred  by  such  party  incident  to the negotiation, preparation,
execution,  delivery  and performance of this Agreement; provided, however, that
                                                         -----------------
the  Company  shall  pay  all  actual  attorneys'  fees  and expenses (including
disbursements  and  out-of-pocket  expenses)  incurred  by  the  Purchasers, DVA
Shareholders  or the Lender in connection with (i) the preparation, negotiation,
execution  and  delivery  of  the  Transaction  Documents  and  the transactions
contemplated  thereunder,  which  payment shall be made at Closing and shall not
exceed  $25,000,  (plus  disbursements and out-of-pocket expenses); and (ii) any

                                      -21-
<PAGE>

amendments,  modifications  or  waivers  of  this  Agreement or any of the other
Transaction  Documents.  In  addition, the Company shall pay all reasonable fees
and  expenses  incurred by the Purchasers, the DVA Shareholders or the Lender in
connection  with  the  enforcement  of  this  Agreement  or  any  of  the  other
Transaction  Documents, including, without limitation, all reasonable attorneys'
fees and expenses.

     Section 7.2 Specific Performance; Consent to Jurisdiction; Venue.
                 -----------------------------------------------------

     (a)     The  Company,  the  Purchasers, the DVA Shareholders and the Lender
acknowledge  and agree that irreparable damage would occur in the event that any
of  the provisions of this Agreement or the other Transaction Documents were not
performed  in  accordance  with their specific terms or were otherwise breached.
It  is accordingly agreed that the parties shall be entitled to an injunction or
injunctions  to  prevent or cure breaches of the provisions of this Agreement or
the  other  Transaction  Documents  and  to  enforce  specifically the terms and
provisions  hereof  or  thereof,  this  being in addition to any other remedy to
which  any  of  them  may  be  entitled  by  law  or  equity.

     (b)     The  parties  agree  that  venue for any dispute arising under this
Agreement  will  lie  exclusively  in  the  state  or  federal courts located in
Hillsborough  County,  Florida,  and  the parties irrevocably waive any right to
raise  forum non conveniens or any other argument that Florida is not the proper
venue.  The  parties  irrevocably  consent to personal jurisdiction in the state
and  federal  courts  of  the  state  of  Florida.  Each party hereto consent to
process  being  served  in any such suit, action or proceeding by mailing a copy
thereof  to  such  party  at  the address in effect for notices to it under this
Agreement  and  agrees  that  such  service shall constitute good and sufficient
service of process and notice thereof.  Nothing in this Section 7.2 shall affect
or  limit  any right to serve process in any other manner permitted by law.  The
parties  hereto  hereby  agree  that the prevailing party in any suit, action or
proceeding  arising  out of or relating to the Securities, this Agreement or the
other  Transaction  Documents, shall be entitled to reimbursement for reasonable
legal  fees  from the non-prevailing party.  The parties hereby waive all rights
to  a  trial  by  jury.

     Section 7.3 Entire Agreement; Amendment. This Agreement and the Transaction
                 ---------------------------
Documents  contain  the  entire  understanding and agreement of the parties with
respect  to  the  matters  covered  hereby and, except as specifically set forth
herein  or  in  the  other  Transaction  Documents,  the  Company,  the  Company
Shareholders,  the  Purchasers,  the  DVA  Shareholders  and  the Lender make no
representation,  warranty, covenant or undertaking with respect to such matters,
and  they supersede all prior understandings and agreements with respect to said
subject  matter,  all of which are merged herein. No provision of this Agreement
may  be  waived  or  amended  other  than  by a written instrument signed by the
Company,  the  Company  Shareholders  (if  such  amendment  affects  the Company
Shareholders),  the  Purchasers  holding  at least a majority of the outstanding
shares  of  Series  A  Preferred  Stock  then  held  by  the Purchasers, the DVA
Shareholders  holding  at least a majority of the outstanding shares of Series B
Preferred  Stock or common shares issued upon automatic conversion of the Series
B  Preferred  Stock,  the  DVA  Shareholders  holding at least a majority of the
outstanding  shares  of  Series  C  Preferred Stock or common shares issued upon
automatic conversion of the Series C Preferred Stock, and the Lender.

                                      -22-
<PAGE>

     Section  7.4  Notices.  Any  notice,  demand,  request,  waiver  or  other
                   -------
communication  required  or  permitted to be given hereunder shall be in writing
and  shall  be  effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business  hours  where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is  to  be  received) or (b) on the second
business  day  following  the  date of mailing by express courier service, fully
prepaid,  addressed  to  such  address,  or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Company:       Cytation Corporation
                         Attn: Charles G. Masters
                         4902 Eisenhower Blvd.
                         Suite 185
                         Tampa, FL 33634
                         Facsimile: (813) 885-5911


If  to  the  Company
Shareholders:            Richard  Fisher
                         Kevin  J.  High
                         c/o  Sequence  Advisors  Corporation
                         P.O.  Box  809
                         Bristol,  RI  02809


If  to  any  Purchaser:  At  the  address of such Purchaser set forth on
                         Exhibit  A  to     this  Agreement.
                         ----------

If to any DVA
Shareholder:             At the address of such DVA Shareholder set
                         forth  on  Exhibit  B  to  this  Agreement.
                                    ----------

If to the Lender:        VICIS Capital Master Fund
                         Attn: Shad Stastney
                         126 E. 56th Street
                         Seventh Floor
                         New York, NY 10022

     Any  party  hereto  may from time to time change its address for notices by
giving  written  notice  of  such  changed  address to the other parties hereto.

     Section  7.5 Waivers. No waiver by any party of any default with respect to
                  -------
any  provision, condition or requirement of this Agreement shall be deemed to be
a  continuing waiver in the future or a waiver of any other provision, condition
or  requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

                                      -23-
<PAGE>

     Section  7.6 Headings. The article, section and subsection headings in this
                  --------
Agreement  are  for  convenience  only  and  shall not constitute a part of this
Agreement  for  any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.

     Section  7.7  Successors  and Assigns. This Agreement shall be binding upon
                   -----------------------
and  inure to the benefit of the parties and their successors and assigns. After
the Closing, the assignment by a party to this Agreement of any rights hereunder
shall  not affect the obligations of such party under this Agreement. Subject to
Section  5.1  hereof,  the  Purchasers,  the DVA Shareholders and the Lender may
------------
assign  the  Securities  and  their  rights  under  this Agreement and the other
Transaction  Documents  and  any  other  rights  hereto  and thereto without the
consent of the Company.

     Section  7.8  No  Third Party Beneficiaries. This Agreement is intended for
                   -----------------------------
the  benefit of the parties hereto and their respective permitted successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

     Section  7.9  Governing  Law.  This  Agreement  shall  be  governed  by and
                   --------------
construed  in accordance with the internal laws of the State of Florida, without
giving  effect  to  any of the conflicts of law principles which would result in
the  application  of the substantive law of another jurisdiction. This Agreement
shall  not  be  interpreted  or construed with any presumption against the party
causing this Agreement to be drafted.

     Section 7.10 Survival. The representations and warranties shall survive the
                  --------
execution and delivery hereof and the Closing.

     Section  7.11 Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts,  all  of  which  taken  together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party  and  delivered  to the other parties hereto, it being understood that all
parties need not sign the same counterpart.

     Section  7.12  Severability. The provisions of this Agreement are severable
                    ------------
and,  in the event that any court of competent jurisdiction shall determine that
any  one  or  more of the provisions or part of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other provision or part of a provision of this Agreement and this Agreement
shall  be  reformed and construed as if such invalid or illegal or unenforceable
provision,  or  part of such provision, had never been contained herein, so that
such  provisions  would  be  valid,  legal and enforceable to the maximum extent
possible.

                            [Signature Page Follows]


                                      -24-
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.


                                    COMPANY:

                                    CYTATION CORPORATION, a Delaware corporation


                                    By: /s/ Richard A. Fisher
                                        ----------------------------------------
                                    Name:   Richard  A.  Fisher
                                    Title:  Chief  Executive  Officer



                       [Signatures Continue on Next Page]


                                      -25-
<PAGE>

                                    COMPANY  SHAREHOLDER:

                                    /s/ Richard A. Fisher
                                    ----------------------------------------
                                    Richard  A.  Fisher


                                    /s/ Kevin J. High
                                    ----------------------------------------
                                    Kevin  J.  High



                                    DVA:

                                    DEER VALLEY ACQUISITIONS, CORP.,
                                    a Florida corporation


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


                                    LENDER:

                                    VICIS CAPITAL MASTER FUND


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



                       [additional signature pages follow]
                                      -26-
<PAGE>

      [Signature page to Securities Purchase and Share Exchange Agreement]

                                    PURCHASER:



                                    By:
                                        ------------------------------------
                                    Name:
                                    Title:


                                      -27-
<PAGE>

      [Signature page to Securities Purchase and Share Exchange Agreement]


                                    DVA SHAREHOLDER:


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



                                      -28-
<PAGE>

                                    EXHIBIT C

                          FORM OF SERIES A DESIGNATIONS

See attached.

                                      -29-
<PAGE>

                                    EXHIBIT D

                            FORM OF SERIES A WARRANT

                                  See attached.

                                      -30-
<PAGE>

                                    EXHIBIT E

                            FORM OF SERIES B WARRANT


See attached.


                                      -31-
<PAGE>

                                    EXHIBIT F

                          FORM OF SERIES B DESIGNATIONS


                                  See attached.

                                      -32-
<PAGE>

                                    EXHIBIT G

                          FORM OF SERIES C DESIGNATIONS

                                  See attached.

                                      -33-
<PAGE>

                                    EXHIBIT H

                            FORM OF SERIES C WARRANT


                                  See attached.

                                      -34-
<PAGE>
                                    EXHIBIT I

                            FORM OF INTEREST BEARING
                           NON-CONVERTIBLE INSTALLMENT
                                 PROMISSORY NOTE

See attached.


                                      -35-
<PAGE>
                                    EXHIBIT J

                            FORM OF SERIES D WARRANT

See attached.

                                      -36-
<PAGE>
                                    EXHIBIT K

                                     FORM OF
                            INVESTOR RIGHTS AGREEMENT


                                  See attached.

                                      -37-
<PAGE>

                                    EXHIBIT L

                           FORM OF OPINION OF COUNSEL

See attached.

                                      -38-
<PAGE>