Designation of Rights and Preferences of Series A Convertible Preferred Stock 
of Cytation.com Incorporated

     1.    Designation and Initial Number.

The class of shares of Preferred Stock hereby classified shall be designated 
the "Series A Preferred Shares." The initial number of authorized shares of 
the Preferred Stock shall be two million five hundred thousand (2,500,000). 
The Stated Value of the Preferred Stock shall be $4.00 per share, and the Par 
Value of the Preferred Stock shall be $.01 per share.

     2.    Distributions.

The holders of the Preferred Stock shall be entitled to receive, out of funds 
at the time legally available for payment of dividends in the State of New 
York, a cumulative dividend at the rate of six percent (6%) per share per 
annum, payable quarterly in equal installments on the first days of each 
successive quarter each year, if, as and when determined by the Board of 
Directors, before any dividend shall be set apart or paid on any other capital 
stock for such year.

     3.    Conversion.

The Preferred Stock shall be convertible into Common Stock as hereinafter 
provided and, when so converted, shall be canceled and retired and shall not 
be reissued as such:

     (A) Any holder of the Preferred Stock may at any time or from time to time 
convert such stock into the Common Stock of the Company, on presentation and 
surrender to the Company, of the certificates of the Preferred Stock to be so 
converted together with the Notice of Conversion ("Conversion Notice").

     Conversion shall be deemed to have been effected on the date the 
Conversion Notice is given by the Investor to the Company (the "Conversion 
Date"). Within 10 business days after receipt of the Conversion Notice, the 
Company shall issue and deliver by hand against a signed receipt therefor or 
by United States registered mail, return receipt requested, or by overnight 
delivery service, to the address designated by the Investor in the Conversion 
Notice, a stock certificate or stock certificates of the Company representing 
the number of Common Stock to which such Investor is entitled and a check or 
cash in payment of all accrued and unpaid dividends. 

     (B) Each holder of Preferred Stock shall have the right to convert such 
Preferred Stock on and subject to the following terms and conditions:

          (i) The Preferred Stock shall be converted into Common Stock at the 
conversion rate, determined as hereinafter provided, in effect at the time of 
conversion. Unless such conversion rate shall be adjusted as hereinafter 
provided, the conversion rate shall be one (1) share of Common Stock for each 
share of Preferred Stock so converted at $4.00 per share ("Conversion Ratio").

          (ii) In order to convert Preferred Stock into Common Stock, the 
holder thereof shall on any business day surrender to American Securities 
Transfer, Inc., whose address is 938 Quail street, Suite 101, Lakewood, 
Colorado 80215-5513, the certificate or certificates representing such shares, 
duly endorsed to the Company or in blank, and give written notice to the 
Company at said office of the number of said shares which such holder elects 
to convert. Preferred Stock shall be deemed to have been effected on the date 
a conversion notice is given by the Investor to the Company, and the person or 
persons entitled to receive the Common Stock issuable upon such conversion 
shall be treated for all purposes as the record holder or holders of such 
Common Stock at such time. As promptly as practicable on or after the date of 
any conversion, the Company shall issue and deliver a certificate or 
certificates representing the number of shares of Common Stock issuable upon 
such conversion, together with cash in lieu of any fraction of a share, to the 
person or persons entitled to receive same. In case of the conversion of only 
a part of the shares of any holder of Preferred Stock, the Company shall also 
issue and deliver to such holder a new certificate of Preferred Stock 
representing the number of shares of such Preferred Stock not converted by 
such holder.

     (C) The Company may require mandatory conversion of all, but not less than 
all, of the Preferred Stock on or after the first anniversary of the initial 
purchase and sale of the Preferred Stock ("the Mandatory Conversion Date"), 
provided that:

          (i) The average closing bid price of the Company on the 
Over-the-Counter  Bulletin Board or the Nasdaq Stock Exchange, as applicable, 
for the twenty (20) consecutive trading days immediately preceding the 
Mandatory Conversion Date has exceeded $6.00 per share, or;

          (ii) If there is a reorganization of the Company involving an 
exchange of Company's Common Stock for shares of a United States domiciled 
corporation the shares of which are trading on a national exchange or on the 
Nasdaq National Market System.

Conversion of the Series A Preferred Shares to Common Stock pursuant to this 
paragraph 3(C)shall be deemed to have occurred on the Mandatory Conversion 
Date whether or not an Investor delivers to the Company its certificate or 
certificates for the Preferred Stock.

     (D) The Conversion Ratio shall be subject to adjustment as follows:

          (i) In case issued and outstanding shares of Common Stock shall be 
subdivided or split up into a greater number of shares of the Common Stock, 
the Conversion Ratio in effect at the opening of business on the business day 
immediately preceding the date fixed for the determination of the stockholders 
whose shares of Common Stock shall be subdivided or split up (the "Split 
Record Date") shall be proportionately increased, and in case issued and 
outstanding shares of Common Stock shall be combined into a smaller number of 
shares of Common Stock, the Conversion Ratio in effect at the opening of 
business on the business day immediately preceding the date fixed for the 
determination of the stockholders whose shares of Common Stock shall be 
combined (the "Combination Record Date") shall be proportionately decreased, 
such increase or decrease, as the case may be, becoming effective immediately 
after the opening of business on the business day immediately after the Split 
Record Date or the Combination Record Date, as the case may be.

          (ii) In case of any capital reorganization, any reclassification of 
the stock of the Company (other than as a result of a stock dividend or 
subdivision, split up or combination of shares), or the merger of the Company 
with or into another person or entity (other than a merger in which the 
Company is the continuing corporation and which does not result in any change 
in the Common Stock) or of the sale, exchange, lease, transfer or other 
disposition of all or substantially all of the properties and assets of the 
Company as an entirety or the participation by the Company in a share exchange 
as the corporation the stock of which is to be acquired, the Preferred Stock 
shall (effective on the opening of business on the date after the effective 
date of such reorganization, reclassification, merger, sale or exchange, 
lease, transfer or other disposition or share exchange) be convertible into 
the kind and number of shares of stock or other securities or property of the 
Company or of the corporation resulting from surviving such merger or to which 
such properties and assets shall have been sold, exchanged, leased, 
transferred or otherwise disposed or which was the corporation whose 
securities were exchanged for those of the Company to which the holder of the 
number of shares of Common Stock deliverable (at the close of business on the 
date immediately preceding the effective date of such reorganization, 
reclassification, merger, sale, exchange, lease, transfer or other disposition 
or share exchange) upon conversion of Preferred Stock would have been entitled 
upon such reorganization, reclassification, merger, sale, exchange, lease, 
transfer or other disposition or share exchange. The provisions of this 
subparagraph 3(B)(ii) shall similarly apply to successive reorganizations, 
reclassifications, mergers, sales, exchanges, leases, transfers or other 
dispositions or other share exchanges.

          (iii) Whenever the Conversion Ratio shall be adjusted as provided 
herein, the Company shall prepare and send to the holders of the Preferred 
Stock a statement, signed by the chief financial officer of the Company, 
showing in detail the facts requiring such adjustment and the Conversion Ratio 
that shall be in effect after such adjustment.

          (iv) In the event the Company shall propose to take any action of 
the types described in paragraph 3 hereof, the Company shall give notice to 
the holder of Preferred Stock, which notice shall specify the record date, if 
any, with respect to any such action and the date on which such action is to 
take place. Such notice shall be given on or prior to the earlier of 30 days 
prior to the record date or the date which such action shall be taken. Such 
notice shall also set forth such facts with respect thereto as shall be 
reasonably necessary to indicate the effect of such action (to the extent such 
effect may be known at the date of such notice) on the Conversion Ratio and 
the number, kind or class of shares or other securities or property which 
shall be deliverable or purchasable upon the occurrence of such action or 
deliverable upon conversion of the Preferred Stock. Failure to give notice in 
accordance with this paragraph 3(D(iv)) shall not render such action ultra 
vires, illegal or invalid.

     (E) No adjustment of the conversion rate shall be made in any of the 
following cases:

          (i) upon the grant or exercise of stock options hereafter granted, 
or under any employee stock option plan now or hereafter authorized, to the 
extent that the aggregate of the number of shares which may be purchased under 
such options and the number of shares issued under such employee stock 
purchase plan is less than or equal to ten percent (10%) of the number of 
shares of Common Stock outstanding on January 1 of the year of the grant or 
exercise;

          (ii) shares of Common Stock issued upon the conversion of Preferred 
Stock;

          (iii) shares issued in connection with the acquisition by the 
Company or by any subsidiary of the Company of 80% or more of the assets of 
another corporation, and shares issued in connection with the acquisition by 
the Company or by any subsidiary of the Company of 80% or more of the voting 
shares of another corporation (including shares issued in connection with such 
acquisition of voting shares of such other corporation subsequent to the 
acquisition of an aggregate of 80% of such voting shares), shares issued in a 
merger of the Company or a subsidiary of the Company with another corporation 
in which the Company or the Company's subsidiary is the surviving corporation, 
and shares issued upon the conversion of other securities issued in connection 
with any such acquisition or in any such merger;

          (iv) shares issued by way of dividend or other distribution on 
Common Stock excluded from the calculation of the adjustment under this 
paragraph 3(E)(iv) or on Common Stock resulting from any subdivision or 
combination of Common Stock so excluded; or

          (v) shares issued pursuant to all stock options and warrants 
outstanding on the date of the filing of this Certificate of Amendment to the 
Certificate of Incorporation of the Company ("Certificate").

     (F) Whenever the conversion rate is adjusted as herein provided, the 
Company shall prepare a certificate signed by the Treasurer of the Company 
setting forth the adjusted conversion rate and showing in reasonable detail 
the facts upon which such adjustment is based. As promptly as practicable, 
the Company shall cause a copy of such certificate to be mailed to each holder 
of record of issued and outstanding Preferred Stock at the address of such 
holder appearing on the Company's books.

     (G) The Company shall pay all taxes that may be payable in respect of the 
issue or delivery of Common Stock on conversion of Preferred Stock pursuant 
hereto, but shall not pay any tax which may be payable with respect to income 
or gains of the holder of any Preferred Stock or Common Stock or any tax which 
may be payable in respect of any transfer involved in the issue and delivery 
of the Common Stock in a name other than that in which the Preferred Stock so 
converted was registered, and no such issue or delivery shall be made unless 
and until the person requesting such issue has paid to the Company the amount 
of any such tax, or has established, to the satisfaction of the Company, that 
such tax has been paid.

     (H) Upon conversion of any shares of Preferred Stock, the holders of the 
shares of Preferred Stock so converted shall not be entitled to receive any 
dividends declared with respect to such shares of Preferred Stock unless such 
dividends shall have been declared by the Board of Directors and the record 
date for such dividends shall have been on or before the date such shares 
shall have been converted. No payment or adjustment shall be made on account 
of dividends declared and payable to holders of Common Stock of record on a 
date prior to the date of conversion.

     (I) No fractional shares or scrip representing fractional shares shall be 
issued upon the conversion of any shares of Preferred Stock. If more than one 
share of Preferred Stock shall be surrendered for conversion at one time by 
the same holder, the number of full shares issuable upon conversion thereof 
shall be computed on the basis of the aggregate number of such shares so 
surrendered. If the conversion of any share of Preferred Stock results in a 
fraction, an amount equal to such fraction multiplied by the current market of 
the Common Stock on the day of conversion shall be paid to such holder in cash 
by the Company.

     (J) The Company shall at all times reserve and keep available, free from 
preemptive rights, out of its authorized Common Stock, for the purpose of 
effecting the conversion of the issued and outstanding Preferred Stock, the 
full number of shares of Common Stock then deliverable in the event and upon 
the conversion of all of the Preferred Stock then issued and outstanding.

     4.    Liquidation or Dissolution.

In the event of any voluntary or involuntary liquidation, dissolution, or 
winding up of the affairs of the Company, the holders of the issued and 
outstanding Preferred Stock shall be entitled to receive for each share of 
Preferred Stock, before any distribution of the assets of the Company shall be 
made to the holders of any other capital stock, a dollar amount equal to the 
Stated Value thereof plus all accrued and unpaid distributions declared 
thereon, without interest. After such payment shall have been made in full to 
the holders of the issued and outstanding Preferred Stock, or funds necessary 
for such payment shall have been set aside in trust for the account of the 
holders of the issued and outstanding Preferred Stock so as to be and continue 
to be available therefor, then, before any further distribution of the assets 
of the Company shall be made, a dollar amount equal to that already 
distributed to the holders of the Preferred Stock shall be distributed 
pro-rata to the holders of the other issued and outstanding capital stock of 
the Company, subject to the rights of any other class of capital stock set 
forth in the Certificate of Incorporation, as amended, of the Company. After 
such payment shall have been made in full to the holders of such other issued 
and outstanding capital stock, or funds necessary for such payment shall have 
been set aside in trust for the account of the holders of such other issued 
and outstanding capital stock so as to be and continue to be available 
therefor, the holders of the issued and outstanding Preferred Stock shall be 
entitled to participate with the holders of all other classes of issued and 
outstanding capital stock in the final distribution of the remaining assets of 
the Company, and, subject to any rights of any other class of capital stock 
set forth in the Certificate of Incorporation, as amended, of the Company, the 
remaining assets of the Company shall be divided and distributed ratably among 
the holders of both the Preferred Stock and the other capital stock then 
issued and outstanding according to the proportion by which their respective 
record ownership of shares of the Preferred Stock and such capital stock bears 
to the total number of shares of the Preferred Stock and such capital stock 
then issued and outstanding. If, upon such liquidation, dissolution, or 
winding up, the assets of the Company distributable, as aforesaid, among the 
holders of the Preferred Stock shall be insufficient to permit the payment to 
them of said amount, the entire assets shall be distributed ratably among the 
holders of the Preferred Stock. A consolidation or merger of the Company, a 
share exchange, a sale, lease, exchange or transfer of all or substantially 
all of its assets as an entirety, or any purchase or redemption of stock of 
the Company of any class, shall not be regarded as a "liquidation, 
dissolution, or winding up of the affairs of the Company" within the meaning 
of this paragraph 4.

     5.    Voting Rights. 

Except as otherwise provided in this paragraph 6, each share of Preferred 
Stock is entitled to one vote, voting together with the holders of shares of 
Common Stock and not as a class, on each matter submitted to a vote at a 
meeting of stockholders of the Company.

     6.    Changes In Terms of Preferred Stock.

The terms of the Preferred Stock may not be amended, altered or repealed, and 
no class of capital stock or securities convertible into capital stock shall 
be authorized which has superior rights to the Preferred Stock as to 
distributions, liquidation or vote, without the consent of the holders of at 
least two-thirds of the outstanding shares of Preferred Stock.

     7.    No Implied Limitations.

     Except as otherwise provided by express provisions of this Certificate, 
nothing herein shall limit, by inference or otherwise, the discretionary right 
of the Board of Directors to classify and reclassify and issue any shares of 
Preferred Stock and to fix or alter all terms thereof to the full extent 
provided in the Certificate of Incorporation, as amended, of the Company.

     8.    General Provisions.

     In addition to the above provisions with respect to the Preferred Stock, 
such Preferred Stock shall be subject to, and entitled to the benefits of, the 
provisions set forth in the Company's Certificate of Incorporation, as 
amended, of the Company with respect to Preferred Stock generally.

     9.    Notices.

     All notices required or permitted to be given by the Company with respect 
to the Preferred Stock shall be in writing, and if delivered by first class 
United States mail, postage prepaid, or by overnight delivery service, to the 
holders of the Preferred Stock at their last addresses as they shall appear 
upon the books of the Company, shall be conclusively presumed to have been 
duly given, whether or not the stockholder actually receives such notice; 
provided, however, that failure to duly give such notice by mail, or any 
defect in such notice, to the holders of any stock designated for redemption, 
shall not affect the validity of the proceedings for the redemption of any 
other shares of Preferred Stock.