CYTATION COM INC, SB-2, 1999-08-12

CYTATION COM INC
SB-2, 1999-08-12
COMPUTER PROGRAMMING SERVICES

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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYTATION.COM INCORPORATED
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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NEW YORK 7371 16-0961436
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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809 AQUIDNECK AVENUE
MIDDLETOWN, RHODE ISLAND 02842
(401) 845-8800
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL PLACE OF BUSINESS AND PRINCIPAL
EXECUTIVE OFFICES)

KEVIN J. HIGH
PRESIDENT
CYTATION.COM INCORPORATED
809 AQUIDNECK AVENUE
MIDDLETOWN, RHODE ISLAND 02842
(401) 845-8800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:

ROBERT L. BIRNBAUM, ESQ.
DAVID A. BROADWIN, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after approval.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common stock, Par Value $0.001, 775,000 $6.09 per share(1) $4,719,750 $1,312.09
following conversion of Series
A Convertible Preferred
Stock.........................
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(1) This offering registers shares previously sold. The securities will be sold
at their market price on the Over-the-Counter Electronic Bulletin Board when
sold. Accordingly, the registration fee has been calculated in accordance
with Rule 457(c) of the Securities Act. The average of the bid and asked
price as of August 6, 1999 was $6.09.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2

PROSPECTUS
, 1999 [LOGO TO COME]

CYTATION.COM INCORPORATED

SHARES OF COMMON STOCK

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CYTATION.COM INCORPORATED:

- - We offer two proprietary internet based services:

ROLLCALL(TM), an online enterprise learning solution designed to capture,
deploy and manage knowledge more effectively, and

COLLEGELINK(R), a computer-based college application program

- - Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, Rhode Island 02842
(401) 845-8800
THE OFFERING:

- - We are registering a total of 775,000 shares of our common stock to be sold
for the account of certain of our shareholders.

- - There will be no proceeds to us from this offering.

- - Our stock is quoted over the Over-the-Counter Electronic Bulletin Board under
the stock symbol "CYTA."

- - We are subject to the reporting requirement of Section 13(a) and 15(d) of the
Securities Exchange Act of 1934. We are current in the filing of all reports
with the Securities and Exchange Commission.

THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 7.

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NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. NOR HAVE THEY MADE, NOR WILL THEY MAKE, ANY
DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

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PROSPECTUS SUMMARY.......................................... 3
RISK FACTORS................................................ 7
USE OF PROCEEDS............................................. 14
PRICE RANGE OF COMMON STOCK................................. 14
DIVIDEND POLICY............................................. 14
CAPITALIZATION.............................................. 15
SELECTED FINANCIAL DATA..................................... 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 17
BUSINESS.................................................... 22
MANAGEMENT.................................................. 31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 37
PRINCIPAL SHAREHOLDERS...................................... 38
DESCRIPTION OF CAPITAL STOCK................................ 39
SELLING SHAREHOLDERS........................................ 44
PLAN OF DISTRIBUTION........................................ 44
VALIDITY OF THE SHARES...................................... 45
EXPERTS..................................................... 45
WHERE YOU CAN FIND ADDITIONAL INFORMATION................... 45
INDEX TO FINANCIAL STATEMENTS............................... F-1
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PROSPECTUS SUMMARY

The information below is only a summary of more detailed information
included in other sections of this prospectus. This summary may not contain all
the information that is important to you or that you should consider before
buying shares in the offering. The other information is important, so please
read this entire prospectus carefully. The information on our Web site is not a
part of this prospectus.

CYTATION.COM

Cytation.com offers two proprietary internet-based services: ROLLCALL, and
COLLEGELINK. RollCall is an online, browser-based, enterprise-wide training
management operating system. CollegeLink is a computer-based college application
program. We market and sell Roll Call through our subsidiary, Cytation
Corporation, and we operate CollegeLink through our subsidiary, CollegeLink.com
Incorporated.

ROLLCALL

RollCall is a proprietary service that enables "students" -- whether
traditional students or employees, vendors and customers -- to take courses over
the Internet or on intranets, anywhere, anytime and at any pace.

RollCall is a "turnkey" service, which means that we host and administer it
on our own servers rather than simply selling it as a software product. We
believe this allows organizations to deploy and manage online learning solutions
more easily and faster than would be possible if we offered a more traditional
product to be installed on client servers and administered by clients. Our
potential and existing customers include corporations with distributed
workforces, government agencies, colleges and universities and professional
trainers.

We think there is a growing market for our online course and training
products. It has been reported that 80% of the Fortune 1000 companies are
currently investigating web-based course delivery strategies, and web-based
delivery products and services are forecast by third parties to grow at an
annual compound rate of approximately 94 percent. RollCall is already fully
functional and is being used by corporations in the New England area. We are
ramping up our sales and marketing staff to take advantage of the growing
market.

COLLEGELINK

Over the past seven years, CollegeLink.com (and its predecessor) has
developed relationships with nearly 1,000 colleges and universities which
permits us to process college applications electronically. CollegeLink
co-markets with The College Board. We think we have developed broad market
awareness and acceptance of our CollegeLink admission application method. We
plan to leverage these assets into a profitable business with three components:

- E-commerce transactions. At our web site, "collegelink.com," students
conduct transactions at all points in the college admissions lifecycle.
They can apply to multiple colleges simultaneously (filling in the
information required by all of the institutions only once), pay
application fees, fill out financial aid applications, pay loan placement
fees, and even perform sophisticated college searches and take virtual
campus tours.
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- Database. Through the e-commerce transactions mentioned above, we build
a database of information on college-bound students, their backgrounds
and their preferences. We then utilize this information commercially for
a variety of college marketing programs and student market sponsorship
opportunities. For example, we intend to enter agreements with companies
such as banks, automobile companies, and clothing suppliers, among
others, that are seeking to establish relationships with individuals that
are entering the mainstream as consumers. We expect these agreements to
result in significant revenues.

- Internet Hub. We expect collegelink.com to become a primary web site for
college-bound students, attracting Internet commerce to the site and
generating additional revenues from a broad variety of advertising
arrangements, company affiliations and syndication programs.

RECENT DEVELOPMENTS

On August 10, 1999, we acquired through merger ECI, Inc., an innovator of
electronic college applications and a supplier of products and services to
college-bound students and the academic institutions which they attend. After
the merger, ECI, Inc. was renamed CollegeLink.com Incorporated. It now operates
as our subsidiary.

OFFICES

Our executive office is located at 809 Aquidneck Avenue, Middletown, Rhode
Island, 02842, tel. (401) 845-8800; fax. 401-845-8816; www.Cytation.com.
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SUMMARY FINANCIAL INFORMATION

THREE AND NINE MONTHS OPERATIONS
MARCH 31, 1999
(UNAUDITED)

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3 MONTHS ENDING MARCH 31, 9 MONTHS ENDING MARCH 31,
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1999 1998 1999 1998
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NET REVENUES:
Roll Call -- Online
Training................ $ 69,710 $ -- $ 123,184 $ --
Web site origination....... 2,300 334,698 51,788 597,483
Web site hosting........... 63,177 54,470 179,609 161,673
Other revenues............. 16,583 55,383 118,223 181,976
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151,770 444,551 472,804 941,132
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EXPENSES:
Payroll and related
benefits and taxes...... 233,888 223,421 448,280 724,704
Depreciation and
amortization............ 25,168 20,423 78,144 61,269
Advertising................ 24,458 3,525 26,252 10,371
Interest................... 2,107 2,409 6,315 6,584
Other expenses............. 199,601 146,050 390,600 535,045
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485,222 395,828 949,591 1,337,973
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NET GAIN (LOSS).............. $(333,452) $ 48,723 $(476,787) $ (396,841)
========= ========== ========= ==========
NET GAIN (LOSS) PER SHARE.... $ (0.05) $ 0.01 $ (0.09) $ (0.11)
========= ========== ========= ==========
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN
COMPUTATION................ 7,415,727 3,482,556 5,519,463 3,482,556
========= ========== ========= ==========
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BALANCE SHEET

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MARCH 31, 1999
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(UNAUDITED)
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ASSETS
CURRENT ASSETS:
Cash...................................................... $ 40,670
Accounts receivable, net.................................. 107,217
Prepaid expenses and other assets......................... 18,199
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TOTAL CURRENT ASSETS...................................... 166,086
FURNITURE AND EQUIPMENT, net of accumulated depreciation.... 134,638
SOFTWARE DEVELOPMENT, net of accumulated amortization....... 220,442
OTHER ASSETS -- Investment at equity........................ 233
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$ 521,399
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LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable.......................................... $ 70,953
Accrued payroll -- officers............................... 118,896
Accrued expenses.......................................... 5,695
Note payable shareholder.................................. 55,000
Note payable other........................................ 370,000
Current portion of long term debt......................... 300,000
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TOTAL CURRENT LIABILITIES.............................. 920,544
CAPITAL LEASE OBLIGATION.................................... --
SHAREHOLDERS' DEFICIT:
Common shares, $.001 par value, authorized 100,000,000
shares, issued and outstanding 8085099 shares.......... 8,085
Additional paid-in capital................................ 1,807,501
Treasury stock, 15,800 shares at cost..................... (79,075)
(Deficit)................................................. (2,135,656)
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TOTAL SHAREHOLDERS' DEFICIT............................ (399,145)
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$ 521,399
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RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information, together with the other
information contained in this prospectus, before you decide to buy our common
stock. If any of the following events actually occurs, our business, financial
condition or results of operations would likely suffer. In this case, the market
price of our common stock could decline, and you could lose all or part of your
investment in our common stock.

Except for historical information, the discussion in this registration
statement contains forward-looking statements that involve risks and
uncertainties. These statements may refer to the Company's future plans,
objectives, expectations and intentions. These statements may be identified by
the use of the words such as "expect," "anticipate," "believe," "intend," "plan"
and similar expressions. The Company's actual results could differ materially
from those anticipated in such forward-looking statements. Factors that could
contribute to these differences include, but are not limited to, the risks
below.

RISKS RELATED TO OUR BUSINESS GENERALLY

OUR ROLLCALL AND COLLEGELINK BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF
TIME.

Our predecessor entities commenced each of our two major lines of
business -- RollCall and CollegeLink -- relatively recently. Our predecessor
Cytation Corporation (formerly Web Services International, Inc.) began the
RollCall business in December 1977, and our predecessor ECI, Inc. began the
CollegeLink business in 1990. To date, our predecessor has sold CollegeLink only
as a traditional software product while we plan to convert the business to an
internet service. Accordingly, you can evaluate each of these businesses, and
therefore our future prospects, based only on a limited operating history, and,
with respect to the CollegeLink internet business, hardly any operating history
at all. In addition, you must consider our prospects in light of the risks and
uncertainties encountered by companies in an early stage of development in new
and rapidly evolving markets.

WE HAVE NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE.

Each of our predecessor corporations has incurred substantial losses in
every fiscal period since inception. Since our mergers with each of these
predecessors, we have continued to incur losses in both the CollegeLink and
RollCall business areas. We expect to continue to lose money for the foreseeable
future, and we cannot be certain when we will become profitable, if at all.
Failure to achieve and maintain profitability may adversely affect the market
price of our common stock.

WE ARE DEPENDENT UPON CERTAIN KEY PERSONNEL.

Our future success depends in large on the skills, experience and efforts
of our key marketing and management personnel. The loss of the continued
services of any of these individuals could have a material adverse effect on our
business.

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WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET.

Qualified personnel are in great demand throughout the software and
internet start-up industries. Our success depends in large part upon our ability
to attract, train, motivate and retain highly skilled sales and marketing
personnel, web designers, software engineers and other senior personnel. Our
failure to attract and retain the highly trained technical personnel that are
integral to our direct sales, product development, service and support teams may
limit the rate at which we can generate sales and develop new products and
services or product and service enhancements. This could have a material adverse
effect on our business, operating results and financial condition.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY TECHNOLOGY.

Our success depends to a significant degree upon the protection of our
proprietary technology. The unauthorized reproduction or other misappropriation
of our proprietary technology could enable third parties to benefit from our
technology without paying us for it. This could have a material adverse effect
on our business, operating results and financial condition.

Although we have taken steps to protect our proprietary technology, they
may be inadequate. We do not know whether we will be able to defend our
proprietary rights because the validity, enforceability and scope of protection
of proprietary rights in Internet-related industries are uncertain and still
evolving. Moreover, the laws of some foreign countries are uncertain and may not
protect intellectual property rights to the same extent as the laws of the
United States.

If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome and expensive and could involve a
high degree of risk.

OTHER COMPANIES MAY CLAIM THAT WE INFRINGE THEIR PROPRIETARY TECHNOLOGY.

Although we attempt to avoid infringing known proprietary rights of third
parties, we are subject to the risk of claims alleging infringement of third
party proprietary rights. If we were to discover that any of our products
violated third party proprietary rights, there can be no assurance that we would
be able to obtain licenses on commercially reasonable terms to continue offering
the product without substantial reengineering or that any effort to undertake
such reengineering would be successful. We do not conduct comprehensive patent
searches to determine whether the technology used in our products infringes
patents held by third parties. In addition, product development is inherently
uncertain in a rapidly evolving technological environment in which there may be
numerous patent applications pending, many of which are confidential when filed,
with regard to similar technologies.

Any claim of infringement could cause us to incur substantial costs
defending against the claim, even if the claim is invalid, and could distract
our management from our business. Furthermore, a party making such a claim could
secure a judgment that requires us to pay substantial damages. A judgment could
also include an injunction or other court order that could prevent us from
selling our products. Any of these events could have a material adverse effect
on our business, operating results and financial condition.

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WE MAY BE UNABLE TO MEET OUR CAPITAL REQUIREMENTS.

If our capital is insufficient to conduct our business and if we are unable
to obtain needed financing, we will be unable to promote our products and
services, engage in and exploit potential business opportunities and otherwise
maintain our competitive position. Since we intend to grow our business rapidly,
it is likely that we will require additional capital. We have not thoroughly
investigated whether this capital would be available, who would provide it, and
on what terms. If we are unable to raise the capital required to fund our
growth, on acceptable terms, our business may be seriously harmed.

WE MAY HAVE DIFFICULTY INTEGRATING THE BUSINESS OF ECI.

On August 10, 1999, we acquired ECI, Inc. ("ECI"). Pursuant to the
acquisition, ECI became our wholly-owned subsidiary. We continue to operate it
as a subsidiary, now renamed CollegeLink.com. CollegeLink.com is based in
Clinton, Massachusetts and has ten employees. CollegeLink.com is scheduled to
move to Middletown, RI by September 1, 1999. CollegeLink provides an
internet-based solution for every phase of the college application and
admissions process. There can be no assurance that we will be able to absorb and
effectively manage the foregoing acquisition. There can be no assurance that we
will be able to develop, market and sell the CollegeLink products and services
successfully. The difficulty and management distraction inherent in integrating
the acquired business, the substantial charges expected to be incurred in
connection with such acquisition, including costs of integrating the business
and transaction expenses arising from the acquisition, the risks of entering
markets in which we have no or limited direct prior experience, the potential
loss of key employees of the acquired company and the risk that the benefits
sought in the acquisition will not be fully achieved, could have a material
adverse effect on our business, operating results and financial condition.

IF EITHER OF OUR ONLINE SERVERS BECAME UNAVAILABLE, WE COULD LOSE CUSTOMERS.

We could lose existing or potential customers for either our RollCall
business or our online CollegeLink business if they do not have ready access to
our online server, or if our online server and computer systems do not perform
reliably and to our customers' satisfaction. Network interruptions or other
computer system shortcomings, such as inadequate capacity, could reduce customer
satisfaction with our services or prevent customers from accessing our services
and seriously damage our reputation.

As the number of enterprise customers and individual users per enterprise
customer of RollCall increases, and as the number of students and universities
using CollegeLink online increases, we will need to expand and upgrade the
technology underlying our on line training services and CollegeLink services. We
may be unable to predict accurately changes in the volume of traffic and
therefore may be unable to expand and upgrade our systems and infrastructure in
time to avoid system interruptions.

All of our computer and communications equipment is located in Middletown,
RI. This equipment is vulnerable to interruption or damage from fire, flood,
power loss, telecommunications failure and earthquake. Some of the components of
our computer and communication systems do not have immediate automatic backup
equipment. The failure of any of these components could result in down time for
our server and could seriously harm our business. Our property damage and
business interruption insurance may not protect us from any loss that we may
suffer.

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Our computer and communications systems are also vulnerable to computer
viruses, physical or electronic break-in and other disruptions. These problems
could lead to interruptions, delays, loss of data or the ineffective operation
of our server. Any of these outcomes could seriously harm our business.

WE COULD LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR SYSTEMS OR MATERIAL
THIRD-PARTY SYSTEMS ARE NOT YEAR 2000 COMPLIANT.

Many currently installed computer systems and software products accept only
two digits to identify the year in any date. Thus, the year 2000 will appear as
"00," which a system or software might consider to be the year 1900 rather than
the year 2000. This error could result in system failures, delays or
miscalculations that disrupt our operations. The failure of our internal
systems, or any material third-party systems, to be year 2000 compliant could
result in significant liabilities and could seriously harm our business.

We have conducted a review of our business systems, including our computer
systems. We have taken steps to remedy potential problems, but have not yet
developed a comprehensive year 2000 contingency plan. There can be no assurance
that we will identify all year 2000 problems in our computer systems before they
occur or that we will be able to remedy any problems that are discovered.

We have also queried many of our customers, vendors and resellers as to
their progress in identifying and addressing problems that their computer
systems may face in correctly interrelating and processing date information as
the year 2000 approaches and is reached. We have received responses from several
of these parties, but there can be no assurance that we will identify all such
year 2000 problems in the computer systems of our customers, vendors or
resellers before they occur or that we will be able to remedy any problems that
are discovered.

Our efforts to identify and address year 2000 problems, and the expenses we
may incur as a result of such problems, could have a material adverse effect on
our business, financial condition and results of operations. The estimated cost
of our year 2000 efforts was $10,000 to $15,000 over 1998 and 1999, but there
can be no assurance that these costs will not be significantly higher.

In addition, the revenue stream and financial stability of existing
customers may be adversely impacted by year 2000 problems, which could cause
fluctuations in our revenue. If we fail to identify and remedy year 2000
problems, we could also be at a competitive disadvantage relative to companies
that have corrected such problems. It is also possible that concerns over year
2000 problems could cause potential customers for our products and services to
lose confidence in computer-based solutions to their training and college
applications needs. Any of these outcomes could have significant adverse effects
on our business, financial condition and results of operations.

RISKS RELATED TO OUR ROLLCALL BUSINESS

THE DEVELOPMENT OF A MARKET FOR OUR PRODUCTS IS UNCERTAIN.

If the market for online training services does not grow at a significant
rate, our business, operating results and financial condition will be materially
adversely affected. Use of the internet to provide enterprise training is a
fairly new concept. Future demand for recently introduced technologies is highly
uncertain, and we can therefore not be sure that our RollCall business will grow
as we expect.

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OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE DEVELOPMENT OF COMPETITION FOR
ON LINE TRAINING SERVICES.

At this time, we are in a new competitive market with no strong brand name
companies. We know of no other companies which provide similar online training
services principally as a service. However, as the size of the potential
web-based training market increases, it is likely that competition will develop
in the future. There can be no assurance that our business will not be adversely
affected by the development of such competition. If such competition does
develop and we are unable to promote and maintain the RollCall brand, our
business, operating results and financial condition could be materially
adversely affected. To promote the RollCall brand, we may find it necessary to
increase our marketing budget or otherwise increase our financial commitment to
creating and maintaining brand awareness among potential customers.

WE DEPEND ON A SMALL NUMBER OF MAJOR CUSTOMERS.

There are currently eight enterprises using our RollCall service. We do not
know if these customers will continue to make the same use of our services in
future years or that such relationships will continue in the future. The loss of
a significant amount of business from any of these customers would have a
material adverse effect on our business. Our failure to sell the RollCall
service to a significant number of additional customers would also have a
material adverse effect on our business.

RISKS RELATED TO OUR COLLEGELINK BUSINESS

WE FACE COMPETITION FROM COMPANIES OPERATING BUSINESSES SIMILAR TO OURS.

We face direct competitions from at least three sources -- Apply,
CollegeEdge and CollegeNet. Apply, owned by The Princeton Review, provides a
CD-based college application product to students, primarily through a high
school distribution scheme. CollegeEdge and CollegeNet are Internet companies
which allow students to complete and submit college applications electronically.
It is possible that additional competitors will enter the market with competing
products in the future. Increased competition could result in pricing pressures,
reduced margins or the failure of our products to achieve or maintain market
acceptance. If we cannot compete effectively with current or future competitors,
our business, operating results and financial condition could be materially
adversely affected.

STUDENTS MAY FEEL UNEASY ABOUT USING COLLEGELINK.

College-bound students may not feel comfortable using our products.
Students may feel that applications submitted electronically will not receive
the same treatment as traditional applications, they may feel insecure about
relying on an intermediary for submitting applications, or they may be unwilling
to pay the additional fees we charge for processing applications. Any of these
insecurities could inhibit development of a market for CollegeLink adversely
affecting our results of operations.

UNIVERSITIES MAY BE UNWILLING TO DESIGNATE COLLEGELINK AS A PREFERRED OR EVEN AN
ACCEPTABLE ONLINE FILING SERVICE.

The various colleges and universities may not wish to establish a special
relationship with any online application service. They may not wish to designate
any one service as a

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preferred source. They may not be willing to accept online filing from any
service. Any of these developments could have a material adverse affect on our
results of operations.

SEASONABLE FACTORS MAY ADVERSELY AFFECT OUR OPERATING RESULTS.

Because the college application process occurs in the fall, winter, and
early spring, revenue from our CollegeLink products and services has
historically been much lower during the late spring and summer months, and we
expect this trend to continue. This seasonality of our business may cause our
revenue and operating results to fluctuate, and we may not be able to generate
sufficient revenue in certain quarters to offset expenses.

RISKS RELATED TO OUR INDUSTRY

THE INTERNET MAY NOT REMAIN A VIABLE COMMERCIAL MARKET.

Our ability to generate revenues is substantially dependent upon continued
growth in the use of the Internet and the infrastructure for providing Internet
access and carrying Internet traffic. We don't know if the necessary
infrastructure or complementary products will be developed or that the Internet
will prove to be a viable commercial marketplace. To the extent that the
Internet continues to experience significant growth in the level of use and the
number of users, there can be no assurance that the infrastructure will continue
to be able to support the demands placed upon it by such potential growth. In
addition, delays in the development or adoption of new standards or protocols
required to handle levels of Internet activity, or increased governmental
regulation may restrict the growth of the Internet. If the necessary
infrastructure or complementary products and services are not developed or if
the Internet does not become a viable commercial marketplace, the business,
operating results and financial condition of the Company would be materially
adversely affected.

OUR BUSINESS MAY BE HARMED BY THE SECURITY RISKS RELATED TO INTERNET COMMERCE.

A significant barrier to on line education and training, and to submission
of personal data in college applications over the internet is the secure
transmission of confidential information over public networks. Internet
companies rely on encryption and authentication technology to provide the
security and authentication necessary to effect secure transmission of
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other developments
will not result in a compromise or breach of the algorithms used by companies to
protect consumer's transaction data. If any such compromise of this security
were to occur, it could have a material adverse effect on our potential clients,
business, prospects, financial condition and results of operations. A party who
is able to circumvent security measures could misappropriate proprietary
information or cause interruptions in operations. We may be required to expend
significant capital and other resources to protect against such security
breaches or to alleviate problems caused by such breaches.

Concerns over the security of transactions conducted on the Internet and
the privacy of users may also hinder the growth of on line services generally.
To the extent that our activities or third-party contractors involve the storage
and transmission of proprietary information, such as credit card numbers, or
personal data information, security breaches could damage our reputation and
expose us to a risk of loss or litigation and possible liability. We cannot be
sure that our security measures will not prevent security breaches

12
<PAGE> 14

or that failure to prevent such security breaches will not have a material
adverse effect on our business.

RISKS RELATED TO THIS OFFERING AND OWNERSHIP OF OUR STOCK

OUR EXISTING SHAREHOLDERS WILL EXERCISE SIGNIFICANT CONTROL.

Our principal shareholders, officers and directors beneficially own
approximately forty-five percent (45%) of our common stock. As a result, they
may have the ability to control and direct our affairs and business. Such
concentration of ownership may also have the effect of delaying, deferring or
preventing change in control.

ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT HOLDERS OF COMMON STOCK OR
DELAY OR PREVENT CORPORATE TAKE-OVER.

Our Articles of Incorporation provide that preferred stock may be issued by
the Company from time to time in one or more series. Our Board of Directors is
authorized to determine the rights, preferences, privileges and restrictions
granted to and imposed upon any wholly unissued series of preferred stock and
the designation of any such shares, without any vote or action by our
shareholders. The Board of Directors may authorize and issue preferred stock
with voting power or other rights that could adversely affect the voting power
or other rights of the holders of common stock. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control, because the terms of preferred stock that might be issued
could potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred stock.

THERE HAS BEEN LITTLE PREVIOUS TRADING MARKET FOR OUR STOCK, AND IF SUCH A
MARKET DOES DEVELOP, OUR STOCK PRICE COULD POTENTIALLY BE VOLATILE.

There has been little public market for the common stock, and there can be
no assurance that an active trading market will develop or be sustained. At a
future date, provided a public market for the stock does develop, the market
price of the shares of common stock is likely to be highly volatile and may be
significantly affected by factors such as fluctuations in our operating results,
announcements of technological innovations or new products and/or services by us
or our competitors, governmental regulatory action, developments with respect to
patents or proprietary rights and general market conditions.

FUTURE SALES OF COMMON STOCK BY OUR EXISTING SHAREHOLDERS COULD CAUSE OUR STOCK
PRICE TO FALL.

The market price of our common stock could decline as a result of sales by
our existing shareholders of shares of common stock in the market after this
offering, or by the perception that these sales could occur. Such sales could
also make it more difficult for us to sell equity securities at a time and at a
price that we deem appropriate. Even without subsequent registration, these
sales could occur pursuant to Rule 144 of the Securities Act of 1933, which
permits sales of unregistered, or "restricted" securities under certain
circumstances.

13
<PAGE> 15

USE OF PROCEEDS

The Company will not realize any proceeds from this offering.

PRICE RANGE OF COMMON STOCK

The Common Shares are traded on the Over-the-Counter Electronic Bulletin
Board under the stock symbol "CYTA." The following table sets forth for the
periods indicated the high and low bid prices per Common Share as reported on
the Over-the-Counter Electronic Bulletin Board. In each of the quarters ended
between July 1, 1996 and December 31, 1998, such high and low bid prices were
$0.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
- ------------- ------ ------
<S> <C> <C>
March 31, 1999............................... $7.625 $5.375
June 30, 1999................................ $ 9.91 $6.125
</TABLE>

The last reported sale price of the common stock on Over-the-Counter
Electronic Bulletin Board on August 6, 1999 was $6.09 per share. The number of
shareholders of record on June 30, 1999 was 1,794.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
stock. The Company currently anticipates that it will retain all future earnings
for the expansion and operation of its business, and does not anticipate paying
cash dividends in the foreseeable future. The Board of Directors of the Company
will review this policy from time to time having regard to the Company's
financing requirements, its financial condition and other factors considered
relevant.

14
<PAGE> 16

CAPITALIZATION

The following is the capitalization of the Company as of June 30, 1999.

<TABLE>
<CAPTION>
AMOUNT TO BE
AMOUNT AMOUNT OUTSTANDING UPON
TITLE OF CLASS AUTHORIZED OUTSTANDING ISSUANCE OF ALL SHARES(1)
- -------------- ----------- ----------- -------------------------
<S> <C> <C> <C>
Common Stock $.001 par value...... 100,000,000 9,787,585 10,562,585
Convertible Preferred Stock Series
A $.01 par value................ 10,000,000 775,000 0
</TABLE>

- ---------------
(1) Does not reflect the issuance of 659,005 shares of common stock and 279,771
shares of Series B Convertible Preferred Stock on August 10, 1999.

15
<PAGE> 17

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30, MARCH 31,
------------------------ -----------------------
1997(1) 1998(1) 1998(1) 1999
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Statement of Operating Data
Revenues:
Roll Call development........... $ -- $ 500,000 $ $ 123,184
Web site origination............ 597,483 51,788
Web site hosting................ 82,971 210,700 161,673 179,609
Other revenues.................. 376,754 533,183 181,976 118,223
---------- ---------- ---------- ---------
Total revenues.................. 459,725 1,243,883 941,132 472,804
========== ========== ========== =========
Operating Expenses:
Payroll and related benefits.... 589,356 1,018,786 724,704 448,280
Depreciation and amortization... 66,949 93,554 61,269 78,144
Advertising..................... 127,155 13,268 10,371 26,252
Other selling general and
administrative expenses...... 564,764 742,023 535,045 390,600
---------- ---------- ---------- ---------
Total operating expenses........ 1,348,224 1,867,631 1,331,389 943,276
========== ========== ========== =========
Operating loss.................... (888,499) (623,748) (390,257) (470,472)
Other income (expenses):
Interest expense................ (6,584) (6,584) (6,315)
---------- ---------- ---------- ---------
Net loss.......................... $ (888,499) $ (630,332) $ (396,841) $(476,787)
========== ========== ========== =========
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1998(1) 1999
-------- ---------
<S> <C> <C>
Balance Sheet Data:
Working capital (deficit)................................. (289,577) (754,458)
Total Assets.............................................. 358,189 521,399
Long-term debt............................................ 9,580 --
Shareholders' (deficit)................................... (69,321) (399,145)
</TABLE>

- -------------------------

(1) Data provided is for predecessor entity.

16
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of the Company's financial
condition and results of operations together with the financial statements, the
notes to those statements and the other information in this prospectus. This
discussion contains forward-looking statements that involve risks and
uncertainties. Please see "Risk Factors."

RESULTS OF OPERATIONS

THREE AND NINE MONTHS OPERATIONS
MARCH 31, 1999
(UNAUDITED)

EXPENSES:
Payroll and related benefits
and taxes................. 233,888 223,421 448,280 724,704
Depreciation and
amortization.............. 25,168 20,423 78,144 61,269
Advertising.................. 24,458 3,525 26,252 10,371
Interest..................... 2,107 2,409 6,315 6,584
Other expenses............... 199,601 146,050 390,600 535,045
---------- ---------- ---------- ----------
485,222 395,828 949,591 1,337,973
---------- ---------- ---------- ----------
NET GAIN (LOSS)................ $ (333,452) $ 48,723 $ (476,787) $ (396,841)
========== ========== ========== ==========
NET GAIN (LOSS) PER SHARE...... $ (0.05) $ 0.01 $ (0.09) $ (0.11)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN COMPUTATION... 7,415,727 3,482,556 5,519,463 3,482,556
========== ========== ========== ==========
</TABLE>

17
<PAGE> 19

COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1999

REVENUE

The business focus of the Company has shifted significantly in the past 12
months. One year ago, the principal business of the Company was the hosting and
development of Web content, which accounted for substantially all the Company's
revenue. While the Company maintains Web hosting services for certain clients,
in the first quarter of 1999, the majority of its income came from the online
training services provided principally through RollCall.

This shift in revenue source is reflected in the following table, which
sets forth certain statement of operations data as a percentage of total
revenues for the periods indicated.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
----------------
1999 1998
----- -----
<S> <C> <C>
REVENUES:
Online Training........................................... 50% 0%
Web Hosting............................................... 45% 12%
Subscriber Access......................................... 11% 4%
Website Origination....................................... 2% 76%
Other..................................................... 1% 9%
Returns..................................................... -9% -1%
--- ---
100% 100%
=== ===
</TABLE>

The Company expects that a substantially greater portion of its future
revenue will be from online training services as its product matures and its
marketing efforts intensify.

The majority of the Company's revenues related to its online training
services has come from RollCall Version 1, which has been operational since
mid-1998. RollCall Version 2 is under active development, with design input from
the Company's existing customers.

The Company presently has in place contracts worth approximately $200,000
in revenue over the next 12 months for its RollCall services. The Company is
also in ongoing negotiations to sell its services to numerous other companies,
many of which could lead to additional revenues.

OPERATING EXPENSES

Operating expenditures for the quarter ended March 31, 1999 were 24% higher
than the same quarter one year ago. This change is also attributable to the
Company's shift in principal business focus during the year. A significant
amount of increased cost was related to software development of the new RollCall
product. A sustained development level is expected to continue as the Company
implements RollCall Version 2 and develops follow-on products and services.
Expenses related to the legal and professional services required to complete the
merger of Cytation Corporation and Stylex Homes accounted for an additional
portion of the increase in operating expenses in the first quarter of 1999.

18
<PAGE> 20

Payroll expenses for the first quarter of 1999 were 5% higher than the same
quarter one year previously. For the quarter ending March 31, 1999, the staff
size was comparable to the size of the Company a year ago, although the mix of
skills and specialties has changed somewhat as the business focus changed.

As part of the increased level of effort, the Company hired a Vice
President of Business Development, four sales representatives and several
additional software developers during the first quarter of 1999. As of March 31,
1999, the Company employed 23 staff members.

DISCONTINUED OPERATIONS

In April 1997 the Company sold the assets related to its internet service
provider (ISP) business. Final revenue from that sale was received in November
1998. In early 1998, the Company discontinued its Web site development business.
During the quarter recently completed, the Company did not receive any revenue
from Web site development or operations as an ISP, nor did the Company have any
expenses associated with those former components of its business. No future
operations as an ISP or Web site developer are contemplated.

PROJECTED REVENUE AND EXPENSES

As a result of the Company's merger with ECI, Inc. ("ECI"), the total
number of persons employed by the Company increased by nine. In addition, staff
size is expected to grow in the near term to enhance the sales effort for the
Company's services and to intensify the software development process. As a
result of the increase in the number of employees of the Company, salary expense
is expected to increase substantially in the future.

LIQUIDITY AND CAPITAL RESOURCES

The Company's predecessor, Cytation Corporation, funded operations
primarily through cash from operations and equity and debt investment.

PREFERRED STOCK

The Company received $3,100,000 through the sale of preferred stock to
Provident Life and Accident Insurance Company and one other investor. The
Purchase Agreement with Provident Life and Accident Insurance Company was signed
April 2, 1999, and the transaction closed shortly thereafter. A description of
this transaction is incorporated herein by reference and set forth in Item 5,
Other Information, of Form 8-K, filed on April 27, 1999 with the Securities and
Exchange Commission.

DEBT FINANCING

The Company received $370,000 from debt instrument financing during the
quarter ended March 31, 1999. This debt financing was repaid with the proceeds
of the sale of preferred stock described above.

19
<PAGE> 21

ECI MERGER

In connection with its acquisition of ECI, the Company issued to the
holders of the common stock of ECI a total of 550,809 shares of its Common Stock
and 234,771 shares of its Series B Convertible Preferred Stock. These shares of
common stock and the shares of common stock underlying this preferred stock have
registration rights as further described below under "Description of Capital
Stock".

POTENTIAL SECONDARY OFFERING OF COMMON STOCK

The Company is considering the sale of equity in connection with a
secondary public offering prior to the end of 1999. The Company has not received
any commitment for such an offering, and no assurance can be provided that the
Company will receive any such commitment, or that any such offering, if
undertaken, will be successful.

SUFFICIENCY OF CASH FLOWS

The Company believes that current cash balances and any cash generated from
operations and from available debt or equity financing will be sufficient to
meet its cash needs for working capital and capital expenditures for at least
the next twelve months. Thereafter, if cash generated from operations is
insufficient to satisfy the Company's liquidity requirements, management may
seek to sell additional equity or obtain credit facilities. The sale of
additional equity could result in additional dilution to the Company's
shareholders. A portion of the Company's cash may be used to acquire or invest
in complementary businesses or products or to obtain the right to use
complementary technologies. From time to time, in the ordinary course of
business, the Company evaluates potential acquisitions of such businesses,
products or technologies.

YEAR 2000 COMPLIANCE

It is possible that the Company's currently installed computer systems,
software products or other business systems, or those of the Company's
customers, vendors or resellers, working either alone or in conjunction with
other software or systems, will not accept input of, store, manipulate and
output dates for the year 2000 or thereafter without error or interruption
(commonly known as the "Year 2000" problem). The Company has conducted a review
of its business systems, including its computer systems, and is querying its
customers, vendors and resellers as to their progress in identifying and
addressing problems that their computer systems may face in correctly
interrelating and processing date information as the year 2000 approaches and is
reached. Through its review, the Company has identified a number of older legacy
systems. Rather than attempt to make all these systems Year 2000 compliant, the
Company is abandoning some of these systems in favor of a limited number of more
efficient processing systems. The Company has also identified relevant
customers, vendors and resellers and has distributed to these parties requests
for information regarding Year 2000 readiness.

There can be no assurance that the Company will identify all such Year 2000
problems in its computer systems or those of its customers, vendors or resellers
in advance of their occurrence or that the Company will be able to successfully
remedy any problems that are discovered. As it receives responses from customer,
vendor and reseller inquiries, and as it identifies issues in its own systems,
the Company is addressing potential problems and developing Year 2000
contingency plans. The estimated cost of the Company's Year
20
<PAGE> 22

2000 efforts is $10,000 to $15,000 over 1998 and 1999, the majority of which
will result from redirection of internal resources and replacement or purchases
of upgraded vendor software. However, it is possible that the expenses of the
Company's efforts to identify and address such problems, or the expenses or
liabilities to which the Company may become subject as a result of such
problems, could be significantly larger and could have a material adverse effect
on the Company's business, financial condition and results of operations.

The revenue stream and financial stability of existing customers may be
adversely impacted by Year 2000 problems, which could cause fluctuations in the
Company's revenue. In addition, failure of the Company to identify and remedy
Year 2000 problems could put the Company at a competitive disadvantage relative
to companies that have corrected such problems.

In addition, the revenue stream and financial stability of existing
customers may be adversely impacted by Year 2000 problems, which could cause
fluctuations in our revenue. If we fail to identify and remedy Year 2000
problems, we could also be at a competitive disadvantage relative to companies
that have corrected such problems. It is also possible that concerns over Year
2000 problems could cause potential customers for our products and services to
lose confidence in computer-based solutions to their training and college
applications needs. Any of these outcomes could have significant adverse effects
on our business, financial condition and results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In March, 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use." This statement is effective for
financial statements for years beginning after December 15, 1998. This statement
provides guidance over accounting for computer software developed or obtained
for internal use, including the requirement to capitalize specified costs and
the amortization of such costs. The Company adopted this standard and its
adoption had no material effect on its results of operations, financial position
or cash flows.

In April 1998, the AICPA issued Statement of Position 98-5, "Reporting on
the Costs of Start-Up Activities." This statement, which is effective for fiscal
years beginning after December 15, 1998, provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. The
adoption of this standard had no effect on the Company's results of operations
financial position or cash flows.

21
<PAGE> 23

BUSINESS

THE COMPANY'S PREDECESSORS

Cytation.com Incorporated, as currently constituted, is the surviving
entity resulting from two recently consummated mergers. Prior to March of 1999,
Cytation.com was a reporting company incorporated under the laws of the State of
New York under the name Stylex Homes, Incorporated ("Stylex"). Stylex had been
incorporated since 1969, but had no business operations subsequent to 1992. On
February 3, 1999, Stylex changed its name to Cytation.com Incorporated.

On March 5, 1999, Cytation Corporation, a privately-held Rhode Island
corporation previously known as Web Services International, Inc., merged into
the Company (Cytation.com Incorporated). The Rhode Island corporation's
shareholders were issued shares of the Company's common stock, and as a result,
following the merger, the shareholders held 87% of the Company's outstanding
capital stock.

On August 10, 1999, ECI, Inc., a Massachusetts corporation ("ECI"), merged
into a wholly-owned subsidiary of the Company (the "ECI Merger"). ECI operated
CollegeLink and continues to operate this service as a subsidiary of the
Company, now called CollegeLink.com Incorporated.

CYTATION.COM

Cytation.com offers two proprietary internet-based services: ROLLCALL, and
COLLEGELINK. RollCall is an online, browser-based, enterprise-wide training
management operating system. CollegeLink is a computer-based college application
program. The Company operates CollegeLink through its subsidiary,
CollegeLink.com.

ROLLCALL

RollCall is a proprietary program that enables "students" -- both
traditional students and employees, vendors and customers -- to take courses
over the Internet or on intranets, anywhere, anytime and at any pace.

RollCall is a "turnkey" service, which means that the Company hosts and
administers it on its own servers rather than simply selling it as a software
product. The Company believes this allows organizations to deploy and manage
online learning solutions more easily and faster than would be possible if it
offered a more traditional product to be installed on client servers and
administered by clients. Potential and existing customers for RollCall include
corporations with distributed workforces, government agencies, colleges and
universities and professional trainers.

The Company believes there is a growing market for online course and
training products. 80% of the Fortune 1000 companies are currently investigating
web-based course delivery strategies, and web-based delivery products and
services are forecast to grow at an annual compound rate of approximately 94
percent. RollCall is already fully functional and is being used by corporations
in the New England area and marketing efforts are increasing in an effort to
take advantage of the growing market.

22
<PAGE> 24

COLLEGELINK

CollegeLink.com (and its predecessor) has developed relationships with
nearly 1,000 colleges and universities, gained the active endorsement and
support of The College Board and developed market awareness and acceptance of
its CollegeLink admission application method. CollegeLink.com plans to leverage
these assets into a profitable three-component business:

- E-commerce transactions. At the "collegelink.com" web site, students
conduct transactions at all points in the college admissions lifecycle.
They can apply to multiple colleges simultaneously, pay application fees,
fill out financial aid applications, pay loan placement fees, and even
perform sophisticated college searches and take virtual campus tours.

- Database. Through the e-commerce transactions mentioned above,
CollegeLink.com will build a database of information on college-bound
students, their backgrounds and their preferences which can then be used
commercially for a variety of college marketing programs and student
market sponsorship opportunities.

- Internet Hub. The Company expects collegelink.com to become a primary
web site for college-bound students, attracting Internet commerce to the
site and generating additional revenues from a broad variety of
advertising arrangements, company affiliations and syndication programs.

INDUSTRY BACKGROUND

THE INTERNET

The internet has emerged as a global medium for communication, information-
gathering and commerce. According to International Data Corporation, an
information technology research firm, the number of internet users worldwide has
increased by a multiple of 7 between 1995 and 1998, and is expected to reach 320
million by the end of 2002. The market for internet-related products and
services is growing more rapidly than the early emerging markets for print
publishing, telephony, film, radio, recorded music, television, and personal
computers. community.

TRAINING AND EDUCATION

Size of Market. The overall training market in the United States was more
than $85 billion in 1997, with the corporate market accounting for nearly $59
billion, or 70 percent. Industry experts forecast that the U.S. market for
Web-based training will grow from $197 million in revenue in 1997 to more than
$10 billion in the year 2002, a compound annual growth rate of almost 95 percent
during this five year period. Web-based delivery products and services are
forecast to account for approximately 30 percent of this overall market with a
compound annual growth rate of approximately 94 percent.

COLLEGE ADMISSIONS

In the United States, approximately 8,200,000 college applications are
submitted annually, and approximately 2,000,000 students enter colleges in the
United States each year. Approximately 50% of these students submit financial
aid applications and obtain loans averaging, and an additional 200,000 parents
obtain loans annually. There are more

23
<PAGE> 25

than 1,700 four year colleges and universities in the United States. Nearly
$2,500,000 is spent annually by these schools to attract students.

CYTATION'S STRATEGY

Cytation has positioned itself to take advantage of the growing market for
internet-related products and services, for training and education, and of the
large market for college-related services by providing an internet-based
"turnkey" solution to corporations with distributed workforces, educational
institutions, professional trainers and the government and by providing
innovative internet and software-based solutions for the college admissions,
financial aid and college marketing processes.

The Company expects that the market for all of its services will grow
dramatically over the next several years because of near universal acceptance of
the internet and the use of intranets as well as demonstrable cost savings,
improved results, ease of use and other efficiencies realized by customers
embracing online solutions. The Company's services will capitalize on these
factors.

ROLLCALL

THE MARKET FOR ONLINE TRAINING.

Industry experts forecast that the U.S. market for web-based training will
grow from $197 million in revenue in 1997 to more than $10 billion in the year
2002, a compound annual growth rate of almost 95 percent during this five year
period. Web-based delivery products and services are forecast to account for
approximately 30 percent of this overall market with a compound annual growth
rate of approximately 94 percent.

A recent study reveals that 80% of the Fortune 1000 companies are currently
investigating web-based course delivery strategies. The Company's target market
for RollCall consists of mid-to-large size corporations with distributed
workforces, educational institutions, professional trainers and the government.

THE ROLLCALL SERVICE.

The Company has positioned RollCall as a turnkey service -- hosting and
administering it on its owns servers -- rather than as a product. This strategy
enables the Company to capitalize on the distinct trend by corporations to
outsource training requirements; to offer vendor-based and customer (and
therefore not simply employee) training networks; to minimize and often
eliminate the involvement of information technology departments in the sales
cycle; to form strategic relationships with instructional design firms; to
customize the training Web site so that it has the customer's "look and feel";
and to offer customers automatic, free upgrades. The RollCall delivery service
will enable organizations to deploy and manage online learning solutions
significantly faster and with greater ease relative to client server,
client-administered installations.

RollCall is a proprietary object-oriented knowledge management system
designed to provide centralized, flexible control and administration of online
learning applications in a turnkey service solution. Together with
Cytation.com's Web-enabling and course authoring services, RollCall uses the
internet and intranets to bring the course to the student -- when he (or she)
wants, where he wants it and how he wants it -- in corporate, university and
government learning environments. This strategy dramatically reduces travel time
and

24
<PAGE> 26

expense (both out-of-pocket and opportunity costs) while effectively delivering
learning content.

RollCall empowers the course administrator to manage enrollment, obtain
multiple reports, invoice, test and certify by organization or department in a
secure environment without requiring the participation of the course provider's
IT department.

RollCall is compatible with all principal course authoring tools, and
Cytation.com offers (directly and through third parties) as part of its turnkey
service complete course development and authoring when necessary.

Unlike many web-based training software products which sell for as much as
$200,000, RollCall is priced on a per student license or, for customers with
several thousand students, an enterprise license basis with modest set-up fees.
Upgrades are automatic and free.

MARKETING

The cornerstone of the Company's marketing strategy is RollCall's
positioning as a turnkey service hosted and administered on the Company's owns
servers -- rather than as a product purchased, installed and maintained by
customers.

The Company is focusing on "channel" or customer training sales with a view
to generating revenue from its customers' marketing budgets, rather than from
their training budgets, which are generally smaller. Pricing for customer and
channel usage of RollCall is on a negotiated basis. This strategy has already
proved successful with a number of customers:

- American Power Conversion uses RollCall to certify the resellers of one
of its highly technical products.

- Banyan Systems utilizes RollCall on a pay-per-view basis to educate
resellers on its products.

Another element of the Company's marketing strategy is to use instructional
design firms as resellers to drive RollCall into the trainer market and leverage
hundreds of established third-party customer accounts. The instructional design
field is a highly fragmented marketplace. The firms which produce instructional
materials tend to be specialists in content material, but not in the internet or
computer programming areas. The Company is well-positioned to take advantage of
the need these firms have for a convenient means to distribute their content.

In support of RollCall sales, the Company also offers hosting and other
internet-related services, provides training and technical support, and provides
or arranges for course development and authoring.

As an additional marketing strategy, the Company plans to leverage the
extensive network of colleges and universities established by its CollegeLink
business over the years to cross-sell RollCall. The Company believes RollCall
will be attractive to these customers for university-wide programs, such as
online course scheduling and enrollment. In addition, as academia considers
implementing pay-per-view distance learning curricula, Cytation expects it will
be well positioned to offer RollCall as the appropriate service for that
endeavor.

25
<PAGE> 27

Cytation.com also believes it will benefit from its relationship with EER
Systems, Inc., a major shareholder. EER is one of eight prime contractors for a
GSA $9 billion, 9-year funding vehicle ("SEAT Contract") for integrating desktop
computing as an information utility, including local and wide area network
capabilities, help desk services, maintenance and training. Cytation.com has
formally been designated a SEAT Contract subcontractor and expects to receive
substantial subcontract revenue through this designation.

SALES

Cytation.com introduced RollCall in the fall of 1998 after successful
completion of beta testing. The Company hired its first outside sales
representative in late February 1999 and currently has four full-time salaried
sales personnel dedicated to RollCall sales. The Company will sell all RollCall
and related services directly or through its strategic instructional design
partners.

The Company currently has eight customers with a projected backlog of
$318,000 and more than $2 million in quoted proposals. Widespread promotional
efforts commenced in late May of 1999 in conjunction with the American Society
of Training and Development trade show in Atlanta.

COMPETITION AND BARRIERS TO ENTRY.

There are few, if any, direct competitors to RollCall. While there are
numerous means to deliver training using computers and the internet, the
Company's approach is distinct from the approach of the companies of which it is
aware. The Company's competitors deliver training solutions which require the
end user to purchase hardware and software, while the Company hosts end users'
training materials on its own internet servers, without a requirement for the
end user to invest in hardware and software.

None of the companies that provide computer-based training has achieved
dominant market share. The Company believes that the overall competitive
environment will allow multiple competitors to develop market share followed by
a period of consolidation beginning after the year 2000.

The Company has invested more than 15,000 man-hours in the development of
proprietary database software which is highly suitable to the emerging web-based
training market. The Company believes that it would be expensive and
time-consuming for a potential competitor to develop comparable database
software, beta test any such product and develop customer relationships.

COLLEGELINK

THE MARKET FOR COMPUTER-RELATED COLLEGE ADMISSIONS PRODUCTS AND SERVICES

CollegeLink's existing set of college relationships, together with its
emergence as a premier internet destination for college-bound students, is
expected to generate an increasingly large market for services in which the
Company can sustain a strong competitive advantage. The CollegeLink finite
annual market is forecast to be more than $750 million, consisting of $220
million for college admissions, grant applications and related services and $560
million for assisting educational institutions with student marketing programs.
This forecast excludes high-margin revenues which the Company

26
<PAGE> 28

expects to generate from advertising and sponsorships on its "Internet Hub";
revenue from affiliate and syndication programs; revenue from commercialization
of CollegeLink's extensive database; and interest income on the millions of
dollars of application fees collected on behalf of participating universities.
This forecast also excludes the Company's plan to use its eCommerce capabilities
to collect as revenue the entire application fee (ranging from $30 to $75 per
application) on behalf of the colleges and universities.

More specifically:

- In the United States alone, there are on the order of 8,200,000 college
applications submitted annually. CollegeLink has demonstrated that a fee
of $5-$10 per online application (currently charged equally to the
applicant and to the institution) is acceptable to applicants. Based upon
an 80% market conversion to digital applications, the potential annual
market for internet applications is approximately $80 million.

- Approximately 50% of the 2,000,000 students who enter colleges in the
United States each year submit financial aid applications. If CollegeLink
can earn a $20 fee from each student for its services, there is a
potential market of $20 million annually for financial aid services.

- Approximately 1,000,000 of the college students newly enrolled each year
obtain loans averaging $2,500, and 200,000 parents obtain loans averaging
$7,500 each year -- a total of $4 billion in loans. Most of these loans
are guaranteed by the Federal government, which creates a highly
attractive loan pool for private banks and provides CollegeLink an online
forum to receive a 0.75% commission for each loan directed to a bank from
its Web site. These figures represent potential annual revenue of $30
million from newly enrolled students and, because most students receive
such loans for four years, the potential revenue stream is as much as
$120 million annually.

- The more than 1,700 four year colleges and universities in the United
States spend an average of $1,400 a year each to attract each of
2,000,000 students enrolled annually. Conversion of 20% of these
expenditures to online marketing services represents a potential market
of approximately $560 million.

The Company's target market for CollegeLink services consists of college
bound students and their parents. Additional markets are advertisers to this
demographic group as well as financial institutions, both as providers of
government guaranteed loans and credit cards.

THE COLLEGELINK PRODUCTS AND SERVICES.

CollegeLink offers a range of services which enable high school students to
apply for admission to colleges and universities online, identify scholarship
opportunities, select schools suitable for their particular needs and aptitude,
and apply for student loans. CollegeLink's proprietary admissions software
(available currently on disk or CD) enables students to select the colleges and
universities to which they wish to apply, add additional information as
applicable and then transmit the file over the Internet to the Company. Students
need enter data only once regardless of how many applications they wish to
submit. The Company processes these applications and transmits them to the
educational institutions on forms that match their own forms or electronic
formats.

27
<PAGE> 29

The Company's extensive internet technical know-how is expected to enable
it to web-enable quickly and cost-effectively all of CollegeLink's proprietary
software, thereby permitting CollegeLink to concentrate on increasing its roster
of colleges and universities and to commence for the first time a well-funded
marketing program to students, parents and their advisors.

CollegeLink plans to lead the student online through all stages of the
admission process over an extended period -- from high school sophomore through
college enrollment and beyond -- providing significant content and value online
relating to college selection, admissions testing and testing preparation, the
application process and public and private financial aid.

CollegeLink's "Internet Hub" is expected to become a primary web site for
college-bound students, attracting internet commerce to the web site and gaining
additional revenues from a broad variety of advertising promotions, company
affiliations and syndication programs.

Through its online efforts, CollegeLink intends to develop a database of
information on college-bound students, their backgrounds and preferences. The
Company plans to use this database commercially for a variety of college
marketing programs and student market sponsorship opportunities.

MARKETING.

The Company believes CollegeLink is positioned to capitalize on the
benefits of the internet in very real and immediate ways. CollegeLink is not a
technology company in search of relationships. Instead, it is a company built on
relationships requiring years to develop through one-on-one presentations.
CollegeLink's marketing plan is to leverage the relationships it has already
established with nearly 1,000 colleges and universities to develop a premier
internet destination ("Internet Hub") for college-bound students.

CollegeLink also plans to aggressively market the range of CollegeLink
services to students, parents and guidance personnel at high schools. These
groups may be concerned that applications submitted online may be treated
differently by colleges and universities than hand-prepared applications or may
have credibility concerns about CollegeLink. Through strong marketing, the
Company plans to overcome these points of resistance.

The Company's marketing plan includes promotions (such as awarding
scholarships to users of its products by lottery), traditional and online
advertising, endorsements from colleges and universities, and readily available
disks and CDs loaded with the CollegeLink software. The Company's operating plan
of collecting an entire application fee directly from applicants for the account
of the academic institutions will also serve to overcome credibility barriers.

CollegeLink is in exclusive partnership with, and has the explicit
organizational endorsement of, The College Board, a 100-year old membership
organization of United States colleges and universities which, among other
things, creates the Scholastic Aptitude Test ("SAT"). This relationship with
CollegeLink provides immeasurable credibility in the educational marketplace as
well as numerous tangible benefits. CollegeLink benefits from the services of
the 100 person College Board field force covering the nation's high schools,
together with the associated access to all students that apply to higher
education institutions. The Company also benefits from the 18 million monthly
hits on The College Board Web site, on which CollegeLink is featured as the
exclusive means to apply to

28
<PAGE> 30

colleges online. Of considerable potential value, the College Board receives all
FAFSA student loan determinations from the federal government and sends these
determinations to the students, thereby enabling the Company to obtain the
database required for bank financing referrals.

The CollegeLink marketing plan is actively being developed with the
assistance of the Company's Providence, Rhode Island-based advertising and
public relations firm.

SALES.

CollegeLink plans to continue to add colleges and universities to its
roster the way it has since 1993 through on-campus sales calls by salespeople.
It is expected that "sales" to students, their parents and guidance personnel of
the range of CollegeLink services will be through direct mailings (for example,
to students who have signed up for the PSATs and SATs), targeted periodical
advertising and various promotional campaigns.

Last season, CollegeLink processed 25,000 college applications and
generated total revenue of just over $100,000. Virtually no marketing funds were
available, and no effort was made at all to market CollegeLink services to
students, their parents and high school guidance personnel. CollegeLink had no
significant online presence. The Company believes that CollegeLink will process
at least 200,000 applications in 1999 on the strength of a funded marketing plan
under development and its new capabilities. The Company is also in discussions
with financial institutions with respect to collegelink.com origination of loan
applications and with various sponsors in connection with marketing directly to
students.

COMPETITION AND BARRIERS TO ENTRY.

CollegeLink believes it is the industry leader because of its relationships
with nearly 1,000 colleges and universities established over the last six years
as well as its relationship with The College Board. Its three principal
competitors are Apply, CollegeEdge and CollegeNet.

Apply is owned by The Princeton Review and provides only a CD-based product
to students, primarily through a high school distribution scheme. Students must
fill in each application separately, then print and submit the paper
applications to each college directly. Colleges are increasingly moving away
from Apply because applications are not handled electronically.

CollegeEdge and CollegeNet are very similar Internet-only companies with
relatively active and content-rich web sites but a lack of member colleges and
universities, particularly for the undergraduate admissions market. Each
organization has less than 150 undergraduate institution participants. Students
are required to complete multiple, separate applications before electronic
submission. Many of CollegeEdge's and CollegeNet's participating colleges cannot
yet receive application information electronically and are forced to receive
print files in a non-standard format, adding a further complication to the
process. Because both companies require electronic receipt by their
participating colleges (or print files in an unfamiliar format), their ability
to increase college participation is limited to colleges ready to adopt
electronic means or willing to adhere to the standard printed format. However,
85% of colleges today do not accept electronic application submissions.

29
<PAGE> 31

Because the Company believes that its major competitive advantage derives
from its established relationships with academic institutions, the Company does
not believe it will be easy for other companies to compete with it. Of the
approximately 1,700 colleges and universities in the United States, nearly 1,000
have been signed up since 1993 to endorse and utilize the Company's services
(including Harvard, Dartmouth, MIT, Duke, Emory and Yale), and at least 200 are
immediate prospects for CollegeLink's services. This network of relationships
with institutions and their Deans of Admissions would take years for any
competitor to duplicate.

FACILITIES

The Company's headquarters is located in Middletown, Rhode Island, where
the Company occupies 3,200 square feet of space pursuant to a lease which
expires in September, 2001. The Company has recently signed a lease on a new
facility of 11,500 square feet which will house the joint operations including
CollegeLink.com Incorporated. The Company believes that these existing
facilities are adequate to meet its current foreseeable requirements or that
suitable additional or substitute space will be available on commercially
reasonable terms. The Company plans to vacate its Clinton, Massachusetts
property in September 1999 and to consolidate its operations in Middletown.

30
<PAGE> 32

MANAGEMENT

DIRECTORS AND OFFICERS

The directors and officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard A. Fisher....... 53 Chairman of the Board and General Counsel
Kevin J. High........... 34 President and Director
Edward F. Hayes......... 52 Chief Financial Officer
Michael Hren............ 38 Senior Vice President and President,
Cytation Corporation
Thomas Burgess.......... 34 Senior Vice President and President,
CollegeLink.com Incorporated
Anne Marie Gleason...... 43 Vice President and Vice President, Business
Development of CollegeLink.com Incorporated
William Fink............ 42 Vice President -- Network Operations
Jai N. Gupta, Ph.D...... 52 Director
Michael W. Bryant....... 54 Director
Mark Rogers............. 39 Director
</TABLE>

Management imparts to the Company a broad range of diverse skills necessary
to understand the core technologies of the Internet and to utilize them to
market its services effectively in a competitive environment.

Management consists of the following personnel:

Richard A. Fisher, Chairman and General Counsel. Mr. Fisher, 52, was
a co-founder, chairman of the board and general counsel of the Company's
predecessor from December 1997 to February 1999 and has been chairman of
the board of directors and general counsel of the Company since February
11, 1999. From 1987 through 1994, Mr. Fisher was chairman, chief executive
officer and general counsel of Quadrax Corporation, which he co-founded to
engage in the manufacture and sale of advanced composite materials. Mr.
Fisher also has been a tax and corporate partner in the Boston,
Massachusetts law firm of Foley, Hoag and Eliot, which is legal counsel to
the Company, and Assistant to the Chief Counsel of the Internal Revenue
Service in Washington, DC. Mr. Fisher holds a BA in Economics from
Northwestern University (1968) and a Juris Doctor from the University of
Virginia School of Law (1971). Mr. Fisher is responsible for all legal,
financial and business planning aspects of the combined operations of the
Company.

Kevin J. High, President and Director. Mr. High, 34, was a co-founder
and chief executive officer of the Company's predecessor from December 1997
to February 1999 and has been a director and president of the Company since
February 11, 1999. Previously, Mr. High was a vice president of Shearson
Lehman Brothers, a national brokerage firm as well as branch manager of the
Middletown, Rhode Island office of the Corporate Securities Group, Inc., a
national brokerage firm with approximately 800 securities brokers in
approximately 80 offices throughout the United States. Mr. High was a
leading sales producer for the Corporate Securities
31
<PAGE> 33

Group in 1994, 1995 and 1996. Mr. High is responsible for the overall
strategic planning of the Company and for sales of RollCall to key
accounts.

Edward F. Hayes, Chief Financial Officer. Mr. Hayes, 52, has served
as chief financial officer since April 1999. Prior to joining the Company,
he served as chief financial officer and engineering group manager for
Northeast Engineers & Consultants, Inc., a civil engineering firm. Before
that, Mr. Hayes was president and co-founder of Advantage Business
Computers, Inc., which provided computer programming and consulting
services, network installation, and training for commercial and individual
clients. He also served twenty-two years in the United States Navy in
fiscal and inventory management and submarine and industrial support
positions. Mr. Hayes has taught for Pennsylvania State University, Chapman
College, New Hampshire College, Salve Regina University, and the US Naval
War College in multiple business and mathematics disciplines. Mr. Hayes
holds a BA in Mathematics from Holy Cross College (1968), an MS in Computer
Systems Management from George Washington University (1974), an MBA from
Rensselaer Polytechnic Institute (1975), and an MA in National Defense
Studies from the US Naval War College (1985). Mr. Hayes is responsible for
the finances and financial reporting of the Company.

Michael Hren, Senior Vice President and President, Cytation
Corporation. Mr. Hren, 38, has served as vice president of business
development of the Company since March 1999. Previously, Mr. Hren was
business development manager for Sun Microsystems, Inc., where he was
responsible for Sun's Education Services New England consulting practice,
including the delivery of Sun's Java-based Enterprise Learning System for
complex installations. Previously, Mr. Hren facilitated large scale ELS
implementations as an enterprise learning consultant for Microchange, Inc.
Prior thereto, Mr. Hren was assistant to the chief executive officer of
Sharon Steel and Education Services Director for the U.S. Air Force
Communications Command. Mr. Hren holds a Bachelor of Science in Electrical
Engineering from Rensselaer Polytechnic Institute (1984), a Masters in
Business Administration from Harvard Business School (1989) and a Masters
of Manufacturing from Washington University (1994). Mr. Hren is responsible
for developing strategic relationships and reseller affiliations.

Anne Marie Gleason, Vice President and Vice President, Business
Development of CollegeLink.com Incorporated. Ms. Gleason, 43, has served
as vice president of marketing of the Company's predecessor since November
1997 and as vice president of sales of the Company since February 11, 1999.
Ms.Gleason more than 17 years experience in industrial and technical areas.
Previously, she was Area Manager -- New England for a supplier of technical
adhesive machinery. Ms. Gleason has held senior sales and marketing
positions with Augat, Inc. and Anaconda Industries. Ms. Gleason is
responsible for all sales of RollCall. Ms. Gleason holds a BS in Business
Management from Providence College (1977).

William Fink, Vice President -- Network Operations. Mr. Fink, 42, is
a co-founder of the Company's predecessor and served as its chief technical
officer from April 1996 through June 1998. Mr. Fink was in the United
States Navy between 1976 and 1996. During his last five years in the Navy,
Mr. Fink was the sole network administrator responsible for the system
design, installations, administration and technical support of a
multi-location, 250 user, wide area/local area Novell Network. Mr. Fink
holds an AS in General Studies from City University, Seattle, Washington
(1992). Mr. Fink is a college instructor of PC networking (PCLAN), advanced

32
<PAGE> 34

MS-DOS, MS Windows and Windows 95 operating system platforms. Mr. Fink also
teaches "Connecting Businesses to the Internet" for International Learning
Tree International, Inc. Mr. Fink is responsible for all technical aspects
of the operations of the Company.

Jai Gupta, Ph.D., Director. Dr. Gupta, 52, served as a director of
the Company's predecessor since June 1998 and has been a director of the
Company since February 11, 1999. Dr. Gupta is the founder and president of
EER Systems Incorporated, a Washington, DC based aerospace firm which is a
principal shareholder of the Company. EER Systems, founded in 1979, offers
a broad range of systems design, development and integration capabilities,
specializing in aerospace flight, information and training systems. EER
Systems has extensive experience in providing training system support to
the U.S. military. Dr. Gupta holds a BS in Electrical Engineering from the
Indian Institute of Technology, New Delhi, India; an MS in Electrical
Engineering from the Queen's University, Ontario, Canada (1970); a Ph.D.
degree in Electrical Engineering from Purdue University (1974); and a
Masters of Science in Administration degree from George Washington
University (1978).

Michael J. Bryant, Director. Mr. Bryant, 54, served as a director of
the Company's predecessor since June 1998 and has been a director of the
Company since February 11, 1999. Mr. Bryant is the Director of Corporate
Affairs for EER Systems Incorporated. He has more than twenty-five years of
experience in personnel and training systems. Mr. Bryant also leads the EER
consulting team supporting the White House and Department of Defense
Advanced Distributive Learning Initiative. Prior to joining EER Systems in
1986, he served in personnel and training policy positions in the Office of
the Secretary of Defense. He also served as a director of the Defense
Training and Performance Data Center and is the founder and chairman of the
Defense Manpower Roundtable, a seminar group of current and former senior
administration and "think-tank" officials from the personnel policy arena.
Mr. Bryant holds a BS in Mathematics from Siena College (1965) and an MBA
in Operations Research from Tulane University (1972).

Mark Rogers, Director. Mr. Rogers, 39, served as a director of the
Company's predecessor since April 1998 and has been a director of the
Company since February 11, 1999. Since 1989, Mr. Rogers has been a
principal in NFT Ventures, including acting as interim CEO and CFO as well
as managing the venture capital fund. Mr. Rogers serves as an advisor to
several computer software companies in California, Utah and Texas and is a
director of both private and public companies. Mr. Rogers specializes in
strategic planning, mergers, acquisitions and initial public offerings and
has been responsible for the sale or merger of various. Prior to joining
NFT Ventures, Mr. Rogers was employed by an investment banking firm
specializing in turn-arounds and by a big five accounting firm where he
concentrated on mergers and acquisitions. Mr. Rogers holds a BBA from Pace
University (1981).

DIRECTOR COMPENSATION

Outside Directors who are not principals of shareholders which own more
than 10% of the common stock of the Company receive an annual option to purchase
10,000 shares of the Company's common stock. The price is determined as the
closing bid price of the stock on the date of the Company's annual meeting.
Further, each director entitled to a

33
<PAGE> 35

grant of options receives annual compensation of $1,000. All directors receive
reimbursement for out-of-pocket expenses incurred in attending meetings of the
board.

The Company's Articles of Incorporation provide that a director of the
Company shall not be personally liable to the Company or any of its shareholders
for monetary damages for breach of fiduciary duty as a director, except
liability for the following:

(a) any breach of the director's duty of loyalty to the Company or its
shareholders;

(b) acts or omissions not in good faith or which involve gross negligence
intentional misconduct or a knowing violation of law;

(d) any transaction from which the director derived an improper personal
benefit.

These provisions may have the effect in certain circumstances of reducing
the likelihood of derivative litigation against directors. While these
provisions may eliminate the right to recover monetary damages from directors in
various circumstances, rights to seek injunctive or other non-monetary relief
are not eliminated.

The Company's By-laws provide for indemnification of the Company's
directors to the fullest extent permitted by law. The Company's Bylaws also
permit the Company, through action of the Board of Directors, to indemnify the
Company's officers or employees to the fullest extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

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<PAGE> 36

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

The following table sets forth the total compensation paid or accrued for
the Company's Chief Executive Officer and the four other most highly compensated
executive officers who were employed by the Company at June 30, 1999, excluding
officers paid less than $100,000 annually (collectively, the "Named Executive
Officers").

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
NAME AND OTHER ANNUAL SECURITIES ALL OTHER
PRINCIPAL POSITION FISCAL YEAR ENDED SALARY COMPENSATION UNDERLYING OPTIONS COMPENSATION
- ------------------ ----------------- ------- ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C>
Richard A. Fisher.... June 30, 1999 105,093 -- 45,000 --
Chairman June 30, 1998 60,622 -- -- --
June 30, 1997 27,404 -- -- --
Kevin J. High........ June 30, 1999 126,040 -- 42,500 --
President June 30, 1998 90,865 -- -- --
June 30, 1997 54,928 -- -- --
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth grants of stock options to each of the Named
Executive Officers during the fiscal year ended June 30, 1999. No stock
appreciation rights were granted during the fiscal year ended June 30, 1999.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR PER SHARE DATE
- ---- ---------- ------------- --------- -----------------
<S> <C> <C> <C> <C>
Richard A. Fisher..... 45,000 6.28 $2.50 December 31, 2004
Kevin J. High......... 42,500 5.93 $2.50 December 31, 2004
</TABLE>

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table sets forth certain information regarding stock options
exercised by Named Executive Officers in the fiscal year ended June 30, 1999,
and exercisable and unexercisable stock options held as of June 30, 1999 by each
of the Named Executive Officers. The value of unexercised in-the-money options
has been calculated by determining the difference between the exercise price per
share payable upon exercise of such options and the closing market price on June
30, 1999.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR-END AT FISCAL YEAR-END
ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Fisher.... -- -- -- -- -- --
Kevin J. High........ -- -- -- -- -- --
</TABLE>

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<PAGE> 37

EMPLOYMENT AGREEMENTS

The Company and each of the Chairman and the President are currently
negotiating employment agreements. Each agreement, as currently proposed, will
provide for three years of employment commencing February 11, 1999 at an annual
salary of $175,000. The salary will increase to $200,000 when the Company has
raised a certain level of investment. Pursuant to these agreements, each of the
officers would receive options to purchase up to 400,000 Common Shares at an
exercise price of $4.00 per share, 100,000 of such shares to become vested on
February 11, 2000, and 25,000 of such shares to become vested at the end of each
three month period thereafter, dependent upon the officer's continued service to
the Company. These agreements also provide that the Company will provide life
insurance policies and a monthly automobile allowance for these employees.

BENEFIT PLANS

The Company maintains a 401(k) plan, qualified under Section 401(k) of the
Internal Revenue Code of 1986, as amended. All employees of the Company who are
at least 21 years of age are eligible to make salary reduction contributions
pursuant to the 401(k) plan. A participant may contribute a maximum of 15% of
his or her pre-tax salary, commissions and bonuses through payroll deductions
(up to the statutorily prescribed annual limit of $10,000 in 1998) to the 401(k)
plan.

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<PAGE> 38

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has in the past borrowed money from certain of its officers.
Such loans have since been repaid in full. In no case did the amount borrowed
exceed $60,000.

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<PAGE> 39

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of outstanding
common stock of the Company on June 30, 1999 by (i) each director and executive
officer of the Company, (ii) all directors and executive officers of the Company
as a group, and (iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of the
Company. Unless otherwise noted below, the address of each person listed on the
table is c/o Cytation.com, 809 Aquidneck Avenue, Middletown, RI 02842:

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. The following are deemed to be beneficially
owned and outstanding for purposes of calculating the number of shares and the
percentage beneficially owned by that person or entity:

- shares of common stock issuable by the Company pursuant to options which
may be exercised within 60 days after June 30, 1999 and not subject to
repurchase by the Company; and
- shares of common stock issuable by the Company pursuant to warrants which
may be exercised within 60 days after June 30, 1999.

However, these shares are not deemed to be beneficially owned and
outstanding for purposes of computing the percentage beneficially owned by any
other person or entity.

Except as otherwise indicated, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite such
stockholder's name. For purposes of calculating the percentage beneficially
owned, the number of shares deemed outstanding before the offering includes: (a)
9,787,585 shares of common stock outstanding as of June 30, 1999; (b) 775,000
shares of common stock issuable upon the conversion of preferred stock; and (c)
the presently exercisable options and presently exercisable warrants held by
that person.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF COMMON
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED STOCK OUTSTANDING
- ------------------------ ------------------ --------------------
<S> <C> <C>
Kevin J. High.......................... 1,249,330 11.83
Richard A. Fisher...................... 812,243 7.69
Ann Marie Gleason...................... 319,958 3.03
Jai N. Gupta........................... 43,238 0.41
Michael Bryant......................... 43,238 0.41
Mark Rogers............................ 144,125 1.36
EER Systems............................ 1,500,345 14.20
William Fink........................... 721,636 6.83
Provident Life and Accident Insurance
Company.............................. 750,000 7.1
All Directors and Officers as a
Group................................ 3,333,768 31.56
</TABLE>

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<PAGE> 40

DESCRIPTION OF CAPITAL STOCK

As of the date hereof, the authorized share capital of the Company consists
of one hundred million (100,000,000) shares of common stock, par value $0.001
per share (the "Common Shares"), of which 10,446,590 Common Shares are issued
and outstanding, and ten million (10,000,000) shares of preferred stock, $.01
par value, of which (a) two million five hundred thousand (2,500,000) shares
have been designated Series A (the "Series A Shares") of which 775,000 Series A
Shares are issued and outstanding, (b) three hundred thousand (300,000) have
been designated Series B (the "Series B Shares") of which 279,771 Series B
Shares are issued and outstanding and (c) seven million two hundred thousand
(7,200,000) shares are undesignated and available for issuance. The following is
a summary of the principal attributes of the share capital of the Company.

COMMON SHARES

The rights, privileges, restrictions and conditions attached to the Common
Shares are as follows:

VOTING

Holders of Common Shares shall be entitled to receive notice of and to
attend and vote at all meetings of shareholders of the Company, except meetings
of holders of another class of shares. Each Common Share shall entitle the
holder thereof to one vote.

DIVIDENDS

Subject to the preferences accorded to holders of Series A Shares and any
other shares of the Company ranking senior to the Common Shares from time to
time with respect to the payment of dividends, holders of Common Shares shall be
entitled to receive, if, as and when declared by the Board of Directors, such
dividends as may be declared thereon by the Board of Directors from time to
time.

LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Company, or any other distribution of its assets among its
shareholders for the purpose of winding-up its affairs (such event referred to
herein as a "Distribution"), holders of Common Shares shall be entitled, subject
to the preferences accorded to holders of the Series A Shares and any other
shares of the Company ranking senior to the Common Shares from time to time with
respect to payment on a Distribution, to receive $4.00 per common stock held, if
sufficient assets are available, and to share equally, share for share, in the
remaining property of the Company.

The Common Shares have no preemptive, redemption, conversion or
subscription rights.

UNDESIGNATED PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations prescribed
by New York law, to provide for the issuance of preferred stock in one or more
series. The Board

39
<PAGE> 41

of Directors is also authorized, subject to the limitations prescribed by New
York law, to establish the number of shares to be included in each series and to
fix the voting powers, preferences, qualifications and special or relative
rights or privileges of each series. The Board of Directors is authorized to
issue preferred stock with voting, conversion and other rights and preferences
that could adversely affect the voting power or other rights of the holders of
Common Shares

As indicated above, 775,000 Series A Shares and 279,771 Series B Shares
have been issued. The issuance of additional preferred stock or of rights to
purchase preferred stock could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, a majority of the outstanding voting stock of the Company.

SERIES A SHARES

VOTING

Each Series A Share shall entitle the holder thereof to one vote for each
Common Share into which such Series A Share is then convertible.

LIQUIDATION

In the event of a Distribution, holders of Series A Shares shall be
entitled, in priority to holders of Common Shares to receive a liquidation
payment of $4.00, plus any accrued and unpaid distributions declared thereon per
Series A Share held. After such distribution, holders of Common Shares shall
receive the identical amount, if available, and any remaining assets shall be
distributed ratably among holders of Common Shares and Preferred Shares.

DIVIDENDS

The holders of the Series A Shares 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.

CONVERSION

Each Series A Share is convertible, at the option of the holder thereof,
into one Common Share. The conversion ratio will be automatically adjusted to
account for any stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Shares.

SERIES B SHARES

VOTING

Except as otherwise required by law or as set forth in the Certificate of
Incorporation of the Corporation, the holders of Series B Shares are not be
entitled to vote on any matter.

40
<PAGE> 42

LIQUIDATION

The holders of Series B Shares shall not be entitled to any preferential
payment or distribution in the event of any Distribution, but shall share
ratably on an as-converted basis assuming automatic conversion in any
distribution of the assets of the Corporation to all the holders of Common
Stock.

DIVIDENDS

The holders of Series B Shares shall not be entitled to receive any
dividends.

CONVERSION

On August 10, 2000 all outstanding Series B Shares shall automatically be
converted into such number of Common Shares as is determined by dividing $15.00
by the greater of $7.625 and the average of the closing bid price per share for
the 20 consecutive trading days immediately prior to August 10, 2000 and
multiplying the result by the number of outstanding Series B Shares. Prior to
August 10, 2000, each Series B Share is convertible at the option of the holder
thereof into such number of Common Share as is determined by dividing $15.00 by
the average of the closing bid price per share for the 10 consecutive trading
days immediately prior to the date of conversion, provided, however, that no
Series B Share shall be convertible on any day on which such price would not
exceed $15.00 (as adjusted to account for any stock dividend, stock split,
combination of shares, reclassification or other similar event with respect to
the Common Shares).

WARRANTS

The Company has outstanding twelve warrants to purchase an aggregate of
638,457 shares of common stock at a weighted average exercise price of $1.31 per
share. The warrants are currently exercisable in whole or in part, at any time
or from time to time until March 27, 2002. The warrants contain certain
protections against dilution resulting from stock splits, stock dividends and
similar events.

STOCK OPTIONS

The following table provides the schedule of employee and director options:

<TABLE>
<CAPTION>
OWNERSHIP NUMBER VESTED EXERCISE PRICE
- --------- ------- ------ --------------
<S> <C> <C> <C>
Employee.............................. 75,000 None $2.00
Employee.............................. 216,188 25% $2.50
Employee.............................. 355,000 None $6.125
Employee.............................. 50,000 None $7.625
Directors............................. 20,000 None $6.00
</TABLE>

41
<PAGE> 43

REGISTRATION RIGHTS

Seven hundred seventy-five thousand (775,000) Series A Shares were
purchased by The Provident Life and Accident Insurance Company and one
individual investor commencing on April 2, 1999, pursuant to a Series A
Convertible Preferred Stock Purchase Agreement (the "Series A Agreement"). The
Series A Agreement provided that the Company would include all of the Common
Shares into which the Series A Shares purchased thereunder are convertible in
the first registration statement it filed under the Securities Act of 1933, and
that the Company would bear all expenses of such registration, other than
underwriting discounts and commissions. The 775,000 Series A Shares purchased
pursuant to the Series A Agreement are being registered hereunder pursuant to
such provision.

In connection with the issuance and sale of Series A Shares as described
above, the Company issued to Brennan Dyer & Company, LLC ("Brennan Dyer") 75,000
Common Shares as consideration for advisory services. Pursuant to an agreement
between the Company and Brennan Dyer, dated November 16, 1998, the Company
agreed that it would honor a request to register these shares if, at any time,
the Company shall determine to register any of its securities for its own
account, unless such registration relates solely to employee stock option or
purchase plans, or to a transaction under Rule 145 of the Securities Act of
1933. In the event of a registration pursuant to an underwritten public offering
of common stock, registration of Brennan Dyer's shares is contingent upon
participation in the underwriting. The Agreement obligates the Company to bear
all expenses of registration other than underwriters' discounts and commissions
and fees of counsel for Brennan Dyer.

In connection with the merger of ECI into the Company, holders of the
common stock of ECI received a total of 550,809 Common Shares of the Company
(the "ECI Common Shares") and 234,771 Preferred Shares of the Company (the "ECI
Preferred Shares"). Pursuant to a Registration Rights Agreement executed on
August 10, 1999 in connection with the ECI merger, the Company agreed to
register at its own expense the ECI Common Shares and the common shares issuable
upon conversion of the ECI Preferred Shares on Form S-3 and to keep such
registration statement effective until August 10, 2000, subject to the condition
that any registration of such shares may be delayed, if in the reasonable
judgment of the Company, such delay is desirable to permit the consummation by
it of a financing including a public offering by it. Each holder of the ECI
Common Shares and ECI Preferred Shares also agreed, in this Registration Rights
Agreement, to sign any lock-up agreement with respect to all its Common Shares
which an underwriter for a public offering of the Company's stock may require
such holder and the Company's senior management to sign.

In connection with the ECI merger, the Company, ECI and USA Group
Noel-Levitz, Inc. ("USA Group") entered into a letter agreement in settlement of
certain claims USA Group may have made (the "Letter Agreement"). Pursuant to the
Letter Agreement, the Company issued to USA Group 108,196 Common Shares of the
Company (the "USA Group Common Shares") and 45,000 Preferred Shares of the
Company (the "USA Group Preferred Shares"). In connection with the Letter
Agreement, the Company and USA Group entered into a Registration Rights
Agreement, dated as of August 10, 1999. Pursuant to this Agreement, if the
Company proposes to register any of its securities under the Securities Act for
its own account, USA Group is entitled to notice of such

42
<PAGE> 44

registration and to have the USA Group Common Shares and the Common Shares
issuable upon conversion of the USA Group Preferred Shares included in such
registration, subject to the right of the underwriters (in the event of a
registration pursuant to an underwritten public offering of common stock) to
limit the number of shares included in such registration, subject to certain
conditions.

43
<PAGE> 45

SELLING SHAREHOLDERS

The shares of common stock registered hereunder (the "Shares") are being
offered for sale for the accounts of the shareholders (the "Selling
Shareholders") set forth below.

Provident Life and Accident Insurance Company and one individual investor
acquired 775,000 Series A Shares on April 2, 1999, pursuant to a Series A
Convertible Preferred Stock Purchase Agreement between the Company and these
purchasers. The sales of the common stock issuable upon conversion of these
Preferred Shares are being registered pursuant to registration rights granted to
these purchasers in the Series A Agreement.

Based on the information supplied by each Selling Shareholder to Cytation,
the following table sets forth, as of June 30, 1999, certain information
regarding the beneficial ownership of each Selling Shareholder and any material
relationship of such Selling Shareholder during the last three years with
Cytation or any of its predecessors or affiliates.

This Registration Statement shall also cover any additional shares of
common stock that become issuable in connection with the Shares by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that results in an increase in the
number of the Company's outstanding shares of common stock.

<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY NUMBER OF SHARES TO BE
OWNED SHARES BEING BENEFICIALLY
PRIOR TO OFFERING(1) OFFERED OWNED AFTER OFFERING
--------------------- ------------ ---------------------
NAME NUMBER PERCENT NUMBER PERCENT
- ---- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Provident Life and Accident
Insurance Company............ 750,000 6.52 750,000 -- *
1st Trust & Co. for Andrew
Nicoletta IRA................ 25,000 * 25,000 -- *
</TABLE>

- -------------------------

* Less than 1%.

(1) Includes Preferred Shares convertible into Common Shares on a one-for-one
basis.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Stockholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on one or more exchanges or in the over-the-counter market, or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling

44
<PAGE> 46

Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any commission received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to the prospectus.

Upon Cytation being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of the
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (i) the name of each Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

Cytation has agreed to pay the expenses incurred in connection with
preparing and filing this registration statement and this prospectus (other than
selling commissions).

VALIDITY OF THE SHARES

The validity of the shares of common stock offered hereby will be passed
upon for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

EXPERTS

The Company's financial statements as of June 30, 1998 included in this
prospectus and registration statement have been so included in reliance on the
report of Radin, Glass & Co., LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
registration statement on Form SB-2, including certain exhibits and schedules,
under the Securities Act with respect to the common stock to be sold in this
offering. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information in the registration statement
or the exhibits and schedules that are part of the registration statement. For
further information with respect to the Company and its common stock, you should
read the registration statement and the accompanying exhibits and schedules.
Statements contained in this prospectus as to the contents of any contract,
agreement or other document are not necessary complete, and in each case you
should read the copy of such contract, agreement or other document filed as an
exhibit to the registration

45
<PAGE> 47

statement for a more complete description of the matter involved. Each such
statement is qualified in is entirety by such reference.

You may read and copy all or any portion of the registration statement or
any reports, statements or other information in the Company's files in the
Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can
request copies of these documents upon payment of a duplicating fee by writing
to the Commission. Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Company's
Commission filings, including the registration statement, are also available to
you on the Commission's Internet site, http://www.sec.gov.

The Company is subject to the report requirement of Section 15(d) of the
Securities Exchange Act of 1934. The Company is current in the filing of all
reports with the Securities Exchange Commission.

46
<PAGE> 48

CYTATION.COM INCORPORATED

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CYTATION.COM INCORPORATED
Combined Balance Sheet (unaudited) as of March 31, 1999..... F-2
Combined Statements of Operations for the three and nine
months ended March 31, 1999 (unaudited) and the three and
nine months ended March 31, 1998 (unaudited).............. F-3
Combined Statement of Cash Flows for the six months ended
December 31, 1998 (unaudited) and the year ended June 30,
1998...................................................... F-4
Combined Statement of Cash Flows for the nine months ended
March 31, 1999 (unaudited) and the year ended June 30,
1998...................................................... F-5
Notes to Combined Financial Statements for the six months
ended December 31, 1998................................... F-6
Notes to Combined Financial Statements for the nine months
ended March 31, 1999...................................... F-8
WEB SERVICES INTERNATIONAL, INC. (THE PREDECESSOR)
Report of Independent Accountants........................... F-10
Balance Sheet as of June 30, 1998........................... F-11
Statement of Operations for the years ended June 30, 1998
and 1997.................................................. F-12
Statement of Shareholders' Equity (Deficit)................. F-13
Statement of Cash Flows for the years ended June 30, 1998
and 1997.................................................. F-14
Notes to the Financial Statements........................... F-15
ECI, INC.
Balance Sheet as of December 31, 1998, 1997 and 1996........ F-20
Statement of Operations for the years ended December 31,
1998, 1997 and 1996....................................... F-21
Statement of Stockholders' Deficit.......................... F-22
Statement of Cash Flows for the years ended December
31,1998, 1997 and 1996.................................... F-23
Notes to Financial Statements............................... F-24
</TABLE>

F-1
<PAGE> 49

CYTATION.COM INCORPORATED

BALANCE SHEET

<TABLE>
<CAPTION>
MARCH 31,
1999
-----------
(UNAUDITED)
<S> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 40,670
Accounts receivable, net.................................. 107,217
Prepaid expenses and other assets......................... 18,199
-----------
TOTAL CURRENT ASSETS................................... 166,086
FURNITURE AND EQUIPMENT, net of accumulated depreciation.... 134,638
SOFTWARE DEVELOPMENT, net of accumulated amortization....... 220,442
OTHER ASSETS -- Investment at equity........................ 233
-----------
$ 521,399
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable.......................................... $ 70,953
Accrued payroll -- officers............................... 118,896
Accrued expenses.......................................... 5,695
Note payable shareholder.................................. 55,000
Note payable other........................................ 370,000
Current portion of long term debt......................... 300,000
-----------
TOTAL CURRENT LIABILITIES.............................. 920,544
CAPITAL LEASE OBLIGATION.................................... --
SHAREHOLDERS' DEFICIT:
Common shares, $.001 par value, authorized 100,000,000
shares,................................................ 8,085
issued and outstanding 8,085,099 shares
Additional paid-in capital................................ 1,807,501
Treasury stock, 15,800 shares at cost..................... (79,075)
(Deficit)................................................. (2,135,656)
-----------
TOTAL SHAREHOLDERS' DEFICIT............................ (399,145)
-----------
$ 521,399
===========
</TABLE>

F-2
<PAGE> 50

CYTATION.COM INCORPORATED

THREE AND NINE MONTHS OPERATIONS
MARCH 31, 1999
(UNAUDITED)

<TABLE>
<CAPTION>
3 MONTHS ENDING MARCH 31, 9 MONTHS ENDING MARCH 31,
------------------------- -------------------------
1999 1998 1999 1998
---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
NET REVENUES:
Roll Call -- Online Training........ $ 69,710 $ -- $ 123,184 $ --
Web site origination................ 2,300 334,698 51,788 597,483
Web site hosting.................... 63,177 54,470 179,609 161,673
Other revenues...................... 16,583 55,383 118,223 181,976
--------- -------- --------- ----------
151,770 444,551 472,804 941,132
--------- -------- --------- ----------
EXPENSES:
Payroll and related benefits and
taxes............................ 233,888 223,421 448,280 724,704
Depreciation and amortization....... 25,168 20,423 78,144 61,269
Advertising......................... 24,458 3,525 26,252 10,371
Interest............................ 2,107 2,409 6,315 6,584
Other expenses...................... 199,601 146,050 390,600 535,045
--------- -------- --------- ----------
485,222 395,828 949,591 1,337,973
--------- -------- --------- ----------
NET GAIN (LOSS)....................... $(333,452) $ 48,723 $(476,787) $ (396,841)
========= ======== ========= ==========
NET GAIN (LOSS) PER SHARE............. $ (0.08) $ 0.08 $ (0.15) $ (0.67)
========= ======== ========= ==========
WEIGHTED AVERAGE NUMBER OF SHARES USED
IN COMPUTATION...................... 4,344,643 604,086 3,097,757 596,313
========= ======== ========= ==========
</TABLE>

F-3
<PAGE> 51

CYTATION.COM INCORPORATED

STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR-ENDED
DECEMBER 31, JUNE 30,
1998 1998
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(196,413) $(630,332)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 52,976 93,554
Net loss on equipment disposal.......................... -- 8,061
Issuance of shares, options and warrants as
compensation.......................................... 2,208 52,180
Changes in assets and liabilities:
Increase in accounts receivable......................... (707) (34,121)
Decrease (increase) in due from sale of "dial-up" access
service............................................... -- 69,810
Decrease in other assets................................ 3,000 --
Decrease (increase) in prepaid expenses and other
assets................................................ 3,793 (6,190)
Increase (decrease) in accounts payable................. 83,910 (15,875)
(Decrease) increase in wages payable.................... (66,335) 131,941
Increase in accrued expenses............................ 3,738 23,615
(Decrease) increase in unearned Web design revenue...... (57,126) 30,180
NET CASH USED IN OPERATING ACTIVITIES................... (170,956) (277,177)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment....................... (14,524) (80,216)
Proceeds from equipment disposals......................... 1,665
Capitalization of software development costs.............. (190,206) --
NET CASH USED IN INVESTING ACTIVITIES................... (204,730) (78,551)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations........... (1,687) (2,865)
Net payments/borrowings under short-term debt
arrangements............................................ -- (34,973)
Proceeds from notes payable shareholder................... 50,000 --
Net decrease in shareholder advances payable.............. (13,071) --
Proceeds from issuance of common shares................... 195,000 --
Proceeds from issuance of preferred shares................ 0 437,500
Net borrowings under long-term debt arrangements.......... 300,000 --
NET CASH PROVIDED BY FINANCING ACTIVITIES............... 530,242 399,662
NET INCREASE IN CASH........................................ 154,556 43,934
CASH AT BEGINNING OF PERIOD................................. 46,362 2,428
CASH AT END OF PERIOD....................................... $ 200,918 $ 46,362
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................ $ 673 $ 5,786
Non-cash financing activities:
Conversion of preferred stock to common stock........... $(542,500) --
Common stock issued for assets acquired................. $ 2,299 --
</TABLE>

F-4
<PAGE> 52

CYTATION.COM INCORPORATED

STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR-ENDED
MARCH 31, JUNE 30,
1999 1998
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(529,863) $(630,332)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 78,144 93,554
Net loss on equipment disposal.......................... 1,231 8,061
Issuance of shares, options and warrants as
compensation........................................... 2,208 52,180
Changes in assets and liabilities:
Increase in accounts receivable......................... (35,103) (34,121)
Decrease (increase) in due from sale of "dial-up" access
service................................................ -- 69,810
Decrease in other assets................................ 2,767 --
Increase in prepaid expenses and other assets........... (8,322) (6,190)
Increase (decrease) in accounts payable................. 34,965 (15,875)
(Decrease) increase in wages payable.................... (97,813) 131,941
(Decrease) increase in accrued expenses................. (42,872) 23,615
(Decrease) increase in unearned Web design revenue...... (57,126) 30,180
NET CASH USED IN OPERATING ACTIVITIES................... (651,784) (277,177)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment....................... (24,400) (80,216)
Proceeds from equipment disposals......................... 9,818 1,665
Capitalization of software development costs.............. (190,206) --
NET CASH USED IN INVESTING ACTIVITIES................... (204,788) (78,551)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations........... (11,049) (2,865)
Net payments/borrowings under short-term debt
arrangements............................................ (34,973)
Increase note payable shareholder......................... 10,000 --
Increase note payable other............................... 370,000 --
Decrease in shareholder advances payable.................. (13,071) --
Proceeds from issuance of common shares................... 195,000 --
Proceeds from issuance of preferred shares................ -- 437,500
Net borrowings under long-term debt arrangements.......... 300,000 --
NET CASH PROVIDED BY FINANCING ACTIVITIES............... 850,880 399,662
NET INCREASE IN CASH........................................ (5,692) 43,934
CASH AT BEGINNING OF PERIOD................................. 46,362 2,428
CASH AT END OF PERIOD....................................... $ 40,670 $ 46,362
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................ $ 776 $ 5,786
Non-cash financing activities:
Conversion of preferred stock to common stock........... $(542,500) --
Common stock issued for assets acquired................. $ 2,299 --
</TABLE>

See notes to financial statements

F-5
<PAGE> 53

CYTATION.COM INCORPORATED
SIX MONTHS ENDED DECEMBER 31, 1998

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position and
the results of operations and cash flows. Certain prior year amounts have been
reclassified to conform to the current period presentation.

The financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the Company's annual
financial statements and notes. The information included in this Form 10-Q
should be read in conjunction with the financial statements and notes thereto
for the year ended June 30, 1998 included in the Company's Form 8-K. The results
of operations for the interim periods are not necessarily indicative of the
results to be expected for the full year.

2. LONG-TERM DEBT

During the period ended December 31, 1998 the Company entered into a
short-term debt agreement totaling $300,000 which consists of a note payable to
related party at a rate of 6% per annum payable upon maturity. The note is an
unsecured and is due on August 1, 1999.

3. CAPITAL TRANSACTIONS

On February 2, 1999 the Board of Directors voted to change the name of the
Company from Stylex Homes, Inc. to Cytation.com Incorporated. The Board also
voted to effectuate a one for two reverse stock split which became effective on
February 25, 1999. The amendments were filed with the Department of State of the
State of New York on February 8, 1999. The number of shares outstanding after
the effective date of the stock split were 1,204,076, of which 1,004,076 were
outstanding on December 31, 1998.

In accordance with the merger agreement, the shareholders of common stock
of Cytation Corporation, a Rhode Island Corporation, received 5.765 shares of
the common stock of Cytation.com Incorporated. Accordingly, 7,081,028 shares of
Cytation.com Incorporated's common stock was issued as a result of this merger.

The merger has been accounted for as "Recapitalization" as if Citation.com
issued additional shares for the $233 of assets of Stylex Homes, Inc. All
financial information is the historical cost basis of Citation.com.

During 1998, the Company issued stock options to employees, which had not
been exercised as of December 31, 1998. The total number of shares of common
stock subject to employee options outstanding at December 31, 1998 was 1,246,324
shares. The Company records stock options in

F-6
<PAGE> 54
CYTATION.COM INCORPORATED
SIX MONTHS ENDED DECEMBER 31, 1998

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

accordance with APB Opinion No. 25 and, accordingly, no amounts have been
recorded in the financial statements. If the Company had used the fair value
based method of accounting for the options, as prescribed by Statement of
Financial Accounting Standards No. 123, compensation expense would have been
recorded for approximately $972,846. Accordingly, the Company's pro forma net
loss and loss per share would have been approximately $1,169,259 and $0.22 for
the six months ended December 31, 1998.

On September 1, 1998, the Corporation converted the 543 shares of
outstanding preferred stock to 453,976 shares of common stock. In addition to
the shares of commons stock, each preferred shareholder received stock warrants
for additional common stock. At December 31, 1998, there were 453,976 stock
warrants outstanding relating to the preferred stock conversion. Also, on
September 1, 1997 the Corporation issued 32,000 warrants, which were not
exercised as of December 31, 1998. At December 31, 1998, the Corporation had
638,456 warrants outstanding at an exercise price of $1.30 per share.

During the period ended December 31, 1998, the Corporation issued stock to
employees, which has been recorded as compensatory stock in accordance with APB
Opinion No. 25. Approximately 1,447,015 shares were issued through the employee
stock options, and compensation has been recorded in the financial statements
for approximately $2,500. At the time of this transaction, management believed
that the fair market value of the shares was .002 per share.

During the period ended December 31, 1998, the Corporation issued stock to
acquire software. Approximately 1,325,950 shares were issued to acquire these
assets which have been recorded at $2,299.

During the period ended December 31, 1998, the Corporation issued 374,725
shares of common stock for $195,000.

4. RELATED PARTIES

In July 1998, the company owned 50% of the shares of Cytation Corporation,
a Delaware corporation, which it previously did not own. The Delaware
corporation incorporated in December 1997 as a joint venture between Web
Services International, Inc. (a predecessor of the Company) and EER Systems,
Inc. The primary activity of Cytation Corporation (Delaware) was the development
of the Company's proprietary online, browser-based enterprise-wide training
management operation system. The $500,000 of revenues for Roll Call Development
reported in the year ended June 30, 1998 was from Cytation Corporation.

F-7
<PAGE> 55

CYTATION.COM INCORPORATED
NINE MONTHS ENDED MARCH 31, 1999

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. LONG-TERM DEBT

3. CAPITAL TRANSACTIONS

On February 8, 1999 the directors of the Company voted to merge with
Cytation Corporation, a Rhode Island corporation, under Section 904 of the New
York Business Corporation Law. The effective date of the merger was March 5,
1999. Cytation.com Incorporated will continue as the surviving corporation. In
accordance with the merger agreement, the shareholders of common stock of
Cytation Corporation, a Rhode Island Corporation, received 5.765 shares of the
common stock of Cytation.com Incorporated. Accordingly, 7,081,028 shares of
Cytation.com Incorporated's common stock was issued as a result of this merger
representing 87% of the new company.

During 1998, the Company issued stock options to employees, which had not
been exercised as of March 31, 1999. The total number of shares of common stock
subject to employee options outstanding at March 31, 1999 was 1,246,324 shares.
The Company records stock options in accordance with APB Opinion No. 25 and,
accordingly, no amounts have been recorded in the financial statements. If the
Company had used the fair value based method of accounting for the

F-8
<PAGE> 56
CYTATION.COM INCORPORATED
NINE MONTHS ENDED MARCH 31, 1999

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)

options, as prescribed by Statement of Financial Accounting Standards No. 123,
compensation expense would have been recorded for approximately $972,846.
Accordingly, the Company's pro forma net loss and loss per share would have been
approximately $1,502,709 and $0.28 for the nine months ended March 31, 1999.

During the period ended December 31, 1998, the Corporation issued stock to
acquire software. Approximately 1,325,950 shares were issued to acquire these
assets which have been recorded at $2,299.

During the period ended December 31, 1998, the Corporation issued 374,725
shares of common stock for $195,000.

4. RELATED PARTIES

F-9
<PAGE> 57

INDEPENDENT AUDITOR'S REPORT

Shareholders and Directors
Web Services International, Inc.
Middletown, Rhode Island 02842

We have audited the accompanying balance sheet of Web Services
International, Inc. as of June 30, 1998, and the related statement of
operations, stockholders' deficit and cash flows for each of the years ended
June 30, 1998 and 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Web Services International,
Inc. as of June 30, 1998 and the results of its operations and its cash flows
for each of the years ended June 30, 1998 and 1997 in conformity with generally
accepted accounting principles.

RADIN, GLASS & CO., LLP
Certified Public Accountants

New York, New York
August 14, 1998, except for Note 10, as to which
the date is July 15, 1999

F-10
<PAGE> 58

WEB SERVICES INTERNATIONAL, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30,
1998
-----------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 46,362
Accounts receivable, net of allowance for doubtful
accounts of $30,000.................................... 72,113
Prepaid expenses and other assets......................... 9,877
TOTAL CURRENT ASSETS................................... 128,353
FURNITURE AND EQUIPMENT, net of accumulated depreciation.... 190,553
SOFTWARE DEVELOPMENT, net of accumulated amortization of
$36,287................................................... 36,283
OTHER ASSETS................................................ 3,000
$ 358,189
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable.......................................... $ 35,988
Accrued payroll -- officers............................... 216,709
Accrued expenses.......................................... 48,567
Note payable shareholder.................................. 45,000
Shareholder advances payable.............................. 13,071
Unearned Web design revenue............................... 57,126
Current portion of capital lease obligation............... 1,469
TOTAL CURRENT LIABILITIES.............................. 417,930
CAPITAL LEASE OBLIGATION.................................... 9,580
SHAREHOLDERS' DEFICIT:
Preferred shares, $1,000 stated value, $.001 par value,
authorized 1,000 shares, issued and outstanding 543
shares................................................. 542,500
Common shares, $.001 par value, authorized 5,765,000
shares, issued and outstanding 3,499,857 shares........ 607
Additional paid-in capital................................ 993,365
(Deficit)................................................. (1,605,793)
TOTAL SHAREHOLDERS' DEFICIT............................ (69,321)
$ 358,189
</TABLE>

See notes to financial statements

F-11
<PAGE> 59

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
JUNE 30,
------------------------
1998 1997
---------- ----------
<S> <C> <C>
NET REVENUES:
Roll Call development..................................... $ 500,000 $ --
Web site hosting.......................................... 210,700 82,971
Other revenues............................................ 533,183 376,754
---------- ----------
1,243,883 459,725
---------- ----------
EXPENSES:
Payroll, payroll taxes and related benefits............... 1,018,786 589,356
Depreciation and amortization............................. 93,554 66,949
Advertising............................................... 13,268 127,155
Other expenses............................................ 748,607 564,764
---------- ----------
1,874,215 1,348,224
---------- ----------
NET LOSS.................................................... $ (630,332) $ (888,499)
========== ==========
NET LOSS PER SHARE.......................................... $ (0.18) $ (0.29)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION....... 3,499,857 3,033,036
========== ==========
</TABLE>

See notes to financial statements

F-12
<PAGE> 60

WEB SERVICES INTERNATIONAL, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
TOTAL
PREFERRED SHARES COMMON SHARES ADDITIONAL STOCKHOLDERS'
----------------- ------------------ PAID-IN EQUITY
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
------ -------- --------- ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance -- January 1, 1996
(inception).................... -- $ -- -- $ -- $ -- $ -- $ --
Issuance of founder shares..... -- -- 1,975,158 343 20,057 -- 20,400
Issuance of shares for
compensation................. -- -- 314,383 55 19,031 -- 19,086
Issuance of shares with debt... -- -- 49,325 9 2,817 -- 2,826
Net loss for the period........ -- -- -- -- -- (61,962) (61,962)
--- -------- --------- ---- -------- ----------- ---------
Balance -- June 30, 1996......... -- -- 2,338,866 406 41,905 (61,962) (19,651)
Issuance of shares with debt... -- -- 36,994 6 2,113 -- 2,119
Issuance of shares for
compensation................. -- -- 9,512 2 12,373 -- 12,375
Issuance of shares to
founder...................... -- -- 422,684 73 -- (25,000) (24,927)
Issuance of warrants for
compensation................. -- -- -- -- 14,931 -- 14,931
Sale of common shares, less
expenses..................... -- -- 691,800 120 874,807 -- 874,927
Preferred issued............... 105 105,000 -- -- (4,945) -- 100,055
Net loss for the period........ -- -- -- -- -- (888,499) (888,499)
--- -------- --------- ---- -------- ----------- ---------
Balance -- June 30, 1997......... 105 105,000 3,499,857 607 941,185 (975,461) 71,331
Preferred issued............... 438 437,500 -- -- -- -- 437,500
Issuance of options for
compensation................. -- -- -- -- 52,180 -- 52,180
Net loss for the period........ -- -- -- -- -- (630,332) (630,332)
--- -------- --------- ---- -------- ----------- ---------
Balance -- June 30, 1998......... 543 $542,500 3,499,857 $607 $993,365 $(1,605,793) $ (69,321)
=== ======== ========= ==== ======== =========== =========
</TABLE>

See notes to financial statements

F-13
<PAGE> 61

WEB SERVICES INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(630,332) $(888,499)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 93,554 66,949
Net loss on equipment disposal......................... 8,061 3,033
Issuance of shares, options and warrants as
compensation.......................................... 52,180 27,106
Changes in assets and liabilities:
Increase in accounts receivable........................... (34,121) (37,992)
Decrease (increase) in due from sale of "dial-up" access
service................................................ 69,810 (69,810)
(Increase) decrease in prepaid expenses and other
assets................................................. (6,190) 13,518
Increase in other assets.................................. -- (3,000)
(Decrease) increase in accounts payable................... (15,874) 49,863
Increase in wages payable................................. 131,941 84,768
Increase in accrued expenses.............................. 23,615 24,952
Increase in unearned Web design revenue................... 30,180 26,946
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES..................... (277,177) (702,166)
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment....................... (80,216) (216,795)
Proceeds from equipment disposals......................... 1,665 29,155
Capitalization of software development costs.............. -- (72,570)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES.................. (78,551) (260,210)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations........... (2,865) (2,141)
Net payments/borrowings under short-term debt
arrangements........................................... (34,973) 114,306
Issuance of shares to founder............................. -- (25,000)
Proceeds from issuance of common shares................... -- 874,500
Proceeds from issuance of preferred shares................ 437,500 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES.............. 399,662 961,665
--------- ---------
NET DECREASE IN CASH........................................ 43,934 (711)
CASH AT BEGINNING OF PERIOD................................. 2,428 3,139
--------- ---------
CASH AT END OF PERIOD....................................... $ 46,362 $ 2,428
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest............................................... $ 7,579 $ 5,786
========= =========
</TABLE>

See notes to financial statements

F-14
<PAGE> 62

WEB SERVICES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1998

1. BUSINESS

Web Services International, Inc. (the "Company") was incorporated in Rhode
Island in January 1996 to market and host various forms of content on the World
Wide Web. In December 1997, the Company entered into a joint venture and related
contract for the development of online training systems. Through June 30, 1997,
the Company marketed to small and medium sized businesses the design,
origination and hosting of Web sites on the Internet and various consulting,
training, reselling and other services relating to the Internet. On July 1, 1998
the Company ceased that business (other than Web site hosting) and is now
engaged in the business of providing online training and event administration
services through proprietary Web delivery and database software systems.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation -- The preparation of financial statements in
accordance with generally accepted accounting principles requires
management to make significant estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.

b. Furniture and Equipment -- Furniture and equipment are stated at cost
and depreciated using the straight-line method over the estimated
useful lives of the assets ranging from three to seven years for
equipment, auto and furniture.

Leasehold improvements are amortized over the term of the lease or the
estimated life of the improvement, whichever is shorter. Whenever
assets are sold or retired, their cost and related accumulated
depreciation are removed from the appropriate accounts. Any gains and
losses on dispositions are recorded in current operations.

c. Software Development Costs -- The Company has capitalized software
development costs, which totaled $36,283, net of accumulated
amortization, at June 30, 1998. The capitalization of such costs and
the related amortization is in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 86.

d. Fair Value of Financial Instruments -- The carrying amounts reported
in the balance sheet for cash, trade receivables, accounts payable and
accrued expenses approximate fair value based on the short-term
maturity of these instruments as set forth in SFAS 107.

e. Income Taxes -- The Company utilizes the liability method of
accounting for income taxes as set forth in SFAS 109, "Accounting for
Income Taxes." Under the liability method, deferred taxes are
determined based on the difference between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect
in the years in which the differences are expected to reverse.

F-15
<PAGE> 63
WEB SERVICES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
YEAR ENDED JUNE 30, 1998

f. Revenue Recognition -- Revenues from Web design services are
recognized as such services are performed. Revenues from Web site
hosting are recognized on a monthly basis.

g. Employee Stock Options and Shares Issued for Services -- The Company
accounts for employee stock transactions in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees." The
Company has adopted the proforma disclosure requirements of SFAS 123,
"Accounting for Stock-Based Compensation." Accordingly, any excess of
fair market value of stock issued to employees over exercise prices
has been recorded as compensation expense and additional paid in
capital.

Shares issued for services of non-employees are recorded at estimated
fair market value.

h. Loss Per Share -- Loss per share is computed on the basis of weighted
average number of common shares outstanding during the respective
periods.

3. JOINT VENTURE AGREEMENT

In December 1997, the Company entered into a joint venture agreement with
EER Systems Inc., a supplier of systems design, development and integration
capabilities specializing in flight, information and training systems to form
Cytation Corporation. Simultaneously, the Company entered into a development
agreement with Cytation Corporation, receiving $500,000 to develop certain
software.

4. FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following at June 30, 1998:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
------------
<S> <C> <C>
Computer and office equipment.................... 3 $177,072
Furniture and fixtures........................... 7 68,542
Leasehold improvements........................... 5 42,566
Auto under capital lease obligation.............. 5 18,055
--------
306,235
Less accumulated depreciation.................... 115,682
--------
$190,553
========
</TABLE>

F-16
<PAGE> 64
WEB SERVICES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
YEAR ENDED JUNE 30, 1998

5. SHORT-TERM BORROWINGS

Short-term debt due consists of the following at June 30, 1998:

<TABLE>
<S> <C>
Shareholder advances payable due on demand and non-interest
bearing................................................... $13,071
Note payable to Richard A. Fisher, due on demand and
non-interest bearing...................................... 45,000
-------
$58,071
=======
</TABLE>

6. EQUITY PLACEMENTS AND OTHER FINANCING

a. During the years ended June 30, 1997 and 1996, the Company issued
$18,750 and $50,000 of debt with 36,994 and 49,325 shares,
respectively. The amounts allocated to the shares have been recorded
as debt discount and are being amortized.

b. In February 1997, the Company completed a sale of 691,800 of its common
shares at $1.30 per share. A portion of these shares was sold over the
Internet.

c. During the year ended June 30, 1997, the Company issued $105,000 of
debt units consisting of promissory notes and stock purchase warrants
("Units"). The promissory notes are automatically convertible to
shares of Series A 10% convertible preferred shares to be issued,
$.001 par value with a stated value of $1,000 ("CPS") at such time as
the Company's articles of incorporation is amended to authorize the
issuance of the CPS. Each share of CPS is subject to mandatory and
automatic conversion into the Company's common shares upon the
effective date of an initial public offering of the Company's common
shares or September 1, 1998, whichever occurs first.

d. In July through November 1997, the Company issued approximately
$438,000 of Units.

e. In October 1997, the Company amended its articles of incorporation to
change the aggregate number of shares the Company has authority to
issue from 1,000,000 to 1,001,000, consisting of 1,000,000 shares of
common stock, $.001 par value per share, and 1,000 shares of preferred
stock. Thereafter, the board of directors of the Company authorized
the issuance of the CPS, which was issued to the holders of the Units
in cancellation of their promissory notes.

f. Cumulative dividends of $100 per convertible preferred shares are
payable quarterly, if declared. The Company has not declared any
dividends at June 30, 1998.

g. For disclosure purposes in accordance with SFAS No. 123, the fair
value of each stock option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for

F-17
<PAGE> 65
WEB SERVICES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
YEAR ENDED JUNE 30, 1998

stock options granted during the year ended June 30, 1998,
respectively: annual dividends of $0.00, expected volatility of 20.0%,
risk-free interest rate of 5.7% and expected life of five years for
all grants. The weighted-average fair value of the stock options
granted during the year ended June 30, 1998 was $0.77.

If the Company recognized compensation cost for the employee stock
option plan in accordance with SFAS No. 123, the Company's pro forma
net loss and loss per share would have been approximately, $672,000
and $0.19 in year ended June 30 1998.

7. COMMITMENTS/CONTINGENCIES

a. In December 1996, the Company issued to Richard A. Fisher, a founder of
the Company, 422,684 shares of stock and a note for $45,000 for the
receipt of certain assets at an estimated fair value of $20,000. The
assets received have been recorded at fair value; the excess of the
note issued over the assets received has been recorded as a
distribution. Simultaneously with this agreement, Mr. Fisher entered
into a three-year employment contract. The remaining note payable
balance at June 30, 1998, was $45,000.

b. The Company entered into a five-year rental lease beginning October 1,
1996 and ending September 30, 2001. The future minimum rental payments
to be made under noncancellable operating leases as of June 30, 1998
are as follows:

c. The Company has received a letter from a shareholder requesting that
the Company repurchase his shares of common stock. The Company does not
believe it has any obligation to repurchase any shares of its common
stock.

8. SALE OF "DIAL-UP" ACCESS SERVICE

In April 1997, the Company sold its business of providing "dial-up" access
service to Internet users. The sales price was $30,000, fixed and contingent
future revenues based on the number of the Company's former "dial-up" customers
and future radio advertising credits to be provided by the buyer. In May 1998,
the Company began receiving the contingent monthly revenue payments and will
continue to receive such payments through May 4, 1999. At June 30, 1998, no
amount has been allocated to the contingent revenue estimated at approximately,
$4,000 per month.

F-18
<PAGE> 66
WEB SERVICES INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
YEAR ENDED JUNE 30, 1998

9. INCOME TAXES

The Company accounts for income taxes under SFAS 109, "Accounting for
Income Taxes" which requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the financial
statements and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carryforwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets. At June 30, 1998, a valuation
allowance was provided against the tax asset.

The following table illustrates the source and status of the Company's
deferred tax assets and (liabilities):

<TABLE>
<S> <C>
Net operating loss carryforward............................. $ 420,000
Temporary differences....................................... 120,000
Valuation allowance......................................... (540,000)
---------
$ --
=========
</TABLE>

The provision for income taxes differs from the amount computed applying
the statutory federal income tax rate to income before income taxes as follows
at June 30,:

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Income tax benefit computed at statutory
rate......................................... $(194,000) $(333,043)
Tax benefit not recognized..................... 194,000 333,043
--------- ---------
Provision for income taxes..................... $ -- $ --
========= =========
</TABLE>

10. SUBSEQUENT EVENT

The Company has agreed to acquire all the assets of Cytation Corporation,
of which it is a fifty percent owner, in exchange for equity. The combined
enterprises will operate as Cytation Corporation.

On March 5, 1999 Cytation.com Incorporated (formerly Stylex Homes, Inc.)
was acquired by Cytation Corporation through a "reverse merger" transaction,
whereby each outstanding share of Cytation Corporation (formerly Web Services)
was converted into 5.765 shares of Cytation.com Incorporated. The merger has
been accounted for as a "Recapitalization" as if Cytation.com Incorporated
issued additional shares of the $233 of assets of Stylex Homes, Inc.

The number of common shares and the per share information of the Company
have been adjusted to reflect the effects of the merger agreement.

F-19
<PAGE> 67

ECI, INC.

BALANCE SHEETS
AS AT DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 3,439 $ 6,311 $ 3,270
Deferred charges................................. 101,750 0 1,058
----------- ----------- -----------
Total current assets.......................... 105,189 6,311 4,328
Fixed assets, net.................................. 54,384 49,314 54,085
Other assets....................................... 2,313 2,313 2,313
----------- ----------- -----------
$ 161,886 $ 57,938 $ 60,726
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Capital Lease Obligation -- current maturities... $ 63,320 $ 34,540 $ 15,453
Notes payable -- current maturities.............. 602,000 95,000 0
Notes payable -- Officer......................... 479,500 410,000 0
Accounts payable................................. 337,208 259,181 36,419
Accrued interest................................. 126,033 13,142 0
Accrued expenses................................. 167,946 75,000 27,928
----------- ----------- -----------
Total current liabilities................ 1,776,007 886,863 79,800
----------- ----------- -----------
Long-term Debt:
Notes payable -- net of current maturities....... 742,878 742,878 700,000
Accrued interest................................. 167,054 92,959 22,222
Capital lease obligation -- net of current
portion....................................... 33,082 31,844 39,696
----------- ----------- -----------
943,014 867,681 761,918
----------- ----------- -----------
STOCKHOLDERS' (DEFICIT):
Common stock, $.01 par value; 200,000 authorized
125,483 shares issued and outstanding......... 1,255 1,255 1,255
Additional paid in capital....................... 794,542 794,542 794,542
Accumulated deficit.............................. (3,352,932) (2,492,403) (1,576,789)
(2,557,135) (1,696,606) (780,992)
----------- ----------- -----------
$ 161,886 $ 57,938 $ 60,726
=========== =========== ===========
</TABLE>

F-20
<PAGE> 68

ECI, INC.

STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Revenues............................................ $ 101,949 $ 115,270 $ 88,488
--------- --------- ---------
COSTS AND EXPENSES:
Payroll and related costs......................... 449,210 440,854 408,038
Software development.............................. 51,812 56,000 7,206
Promotional materials............................. 49,686 21,659 105,124
Depreciation and amortization..................... 30,842 23,221 13,136
Rent.............................................. 30,042 30,483 20,085
Telephone......................................... 28,324 36,246 25,327
Postage and shipping.............................. 27,598 42,407 45,302
Packaging materials............................... 16,080 55,474 78,852
Maintenance....................................... 13,063 14,250 12,370
Professional fees................................. 11,032 13,337 47,028
Consulting fees................................... 10,164 67,017 11,930
Travel............................................ 7,872 6,088 7,009
Office expense.................................... 5,520 5,815 4,586
Public relations.................................. 5,433 45,699 33,358
Supplies.......................................... 5,222 4,706 16,706
Other expenses.................................... 18,657 3,660 3,805
Outside services.................................. 3,449 55,540 12,371
Insurance......................................... 2,664 3,807 1,921
Utilities......................................... 2,161 2,786 2,655
--------- --------- ---------
Total costs and expenses.................. 768,831 929,049 856,809
--------- --------- ---------
(Loss) from operations.............................. (666,882) (813,779) (768,321)
Interest expense.................................... 193,647 101,835 25,247
--------- --------- ---------
Net Loss............................................ $(860,529) $(915,614) $(793,568)
========= ========= =========
</TABLE>

F-21
<PAGE> 69

ECI, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
COMMON STOCK
------------------ ADDITIONAL TOTAL
NUMBER PAR PAID-IN ACCUMULATED STOCKHOLDERS'
OF SHARES VALUE CAPITAL DEFICIT DEFICIT
--------- ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995........... 125,483 $1,255 $819,638 $ (783,221) $ 37,672
Shareholder distributions............ (25,096) (25,096)
Net Loss............................. (793,568) (793,568)
------- ------ -------- ----------- -----------
Balance, December 31, 1996........... 125,483 1,255 794,542 (1,576,789) (780,992)
Net Loss............................. (915,614) (915,614)
------- ------ -------- ----------- -----------
Balance, December 31, 1998........... 125,483 1,255 794,542 (2,492,403) (1,696,606)
Net Loss............................. (860,529) (860,529)
------- ------ -------- ----------- -----------
Balance, December 31, 1999........... 125,483 $1,255 $794,542 $(3,352,932) $(2,557,135)
======= ====== ======== =========== ===========
</TABLE>

F-22
<PAGE> 70

ECI, INC.

STATEMENTS OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
Cash received from customers.......................... $ 101,949 $ 96,820 $ 88,488
Cash paid to suppliers and employees.................. (668,766) (634,936) (782,697)
Interest received..................................... 0 0 2,609
Interest paid......................................... (6,661) (17,956) (3,025)
--------- --------- ---------
(573,478) (556,072) (694,625)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment received on contingent installment
agreement.......................................... 0 0 14,800
Acquisition of property and equipment................. (1,583) (2,642) (3,570)
--------- --------- ---------
(1,583) (2,642) 11,230
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of computer equipment............................ 0 18,450 0
Proceeds of debt financing............................ 576,500 547,878 700,000
Payments on capital lease obligation.................. (4,311) (4,573) (8,175)
Distributions to shareholders......................... 0 0 (25,096)
--------- --------- ---------
572,189 561,755 666,729
--------- --------- ---------
Net Increase (Decrease) in Cash......................... (2,872) 3,041 (16,666)
Cash and cash equivalents -- beginning,................. 6,311 3,270 19,936
--------- --------- ---------
Cash and cash equivalents -- ending,.................... $ 3,439 $ 6,311 $ 3,270
========= ========= =========
Fixed assets acquired using financing lease............. $ 34,329 $ 15,808 $ 63,324
========= ========= =========
RECONCILIATION OF NET LOSS TO CASH FLOWS FROM
OPERATIONS:
NET LOSS:............................................... $(860,529) $(915,614) $(793,568)
--------- --------- ---------
Adjustments to reconcile Net Loss to Cash Flows from
Operations:
Gain on sale of computer equipment.................... 0 (18,450) 0
Depreciation and amortization......................... 30,842 23,221 13,136
--------- --------- ---------
30,842 4,771 13,136
--------- --------- ---------
(INCREASE) DECREASE IN ASSETS:
Accounts receivable................................... 0 0 2,609
Deferred charges...................................... (101,750) 1,058 (1,058)
Other assets.......................................... 0 0 (2,313)
--------- --------- ---------
(101,750) 1,058 (762)
--------- --------- ---------
INCREASE (DECREASE) IN LIABILITIES:
Accounts payable...................................... 78,027 222,762 36,419
Accrued interest...................................... 186,986 83,879 0
Accrued expenses...................................... 92,946 47,072 50,150
--------- --------- ---------
357,959 353,713 86,569
--------- --------- ---------
Cash Flows from Operations.............................. $(573,478) $(556,072) $(694,625)
========= ========= =========
</TABLE>

F-23
<PAGE> 71

ECI, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

ECI, INC. (the "Company") was founded in 1991. The Company's primary
product is CollegeLink, a software system which enables students to apply to
their college choices, and enables the college to receive that application
information electronically. In October 1993, the Company sold essentially all of
its assets to Enrollment Technologies, Inc.

In May 1996, the Company bought the business back through an arrangement
wherein Enrollment Technologies, Inc. retained an interest for future
considerations as part of the purchase agreement. Since reacquiring the
business, the Company has encountered difficulty in achieving user acceptance of
its products. On August 10, 1999, Cytation.com Incorporated acquired the
Company. Substantially all the outstanding share of ECI, Inc. were exchanged for
preferred and common shares of Cytation.com Incorporated.

Prior to being acquired by Cytation.com Incorporated, all notes payable to
investors and an officer were converted to common shares of ECI, Inc. Also, all
outstanding stock purchase warrants and vested stock options were converted to
common shares of ECI, Inc. at a price of $.01 per share.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents.

Income Taxes

The Company, with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the shareholders of an S corporation are taxed on their proportionate
share of the Company's taxable income. Therefore, no provision or liability for
federal income taxes has been included in these financial statements.

Depreciation

Depreciation is provided for on a straight-line basis using the estimated
useful lives of the related assets. The Company's fixed assets, are comprised of
office and computer equipment with estimated useful lives of three years (See
Note 2).

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-24
<PAGE> 72
ECI, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998, 1997 AND 1996

Advertising Costs

The Company expenses advertising costs as incurred. Expenses for
advertising production costs are expensed at the beginning of each years college
application season which generally begins in the fall months.

Revenue Recognition

Service revenues are recognized when the students' college application is
processed. The Company requires payment at the time the application is
processed.

Software Costs

The Company defers charging software development costs to expense during
the college application season when the software is utilized. During 1998, the
Company incurred $152,750 for software used during the 1998-1999 college
application season. $51,000 was charged to expense during 1998, and $101,750 of
software development costs will be charged to expense during the latter half of
the college application season (January-April 1999).

NOTE 2. FIXED ASSETS

The Company's fixed assets consisted of:

<TABLE>
<CAPTION>
1998 1997 1996
-------- ------- -------
<S> <C> <C> <C>
Capitalized leases of office and computer
equipment.......................................... $117,686 $81,774 $63,324
Computer equipment................................... 3,570 3,570 3,570
-------- ------- -------
121,256 85,344 66,894
Less accumulated depreciation........................ 66,872 36,030 12,809
-------- ------- -------
Fixed assets, net.................................... $ 54,384 $49,314 $54,085
======== ======= =======
</TABLE>

NOTE 3. CAPITAL LEASE OBLIGATIONS

The Company is leasing office and computer equipment with lease terms
through June 2003. The capital lease obligations have been recorded in the
accompanying financial statements at the present value of future minimum lease
payments, discounted at annual interest rates ranging from 10.25% to 67.6%. The
capital leases are secured by the related office and computer equipment, with
original costs totaling $117,686, and net book values of $53,690, $47,430, and
$51,011 at December 31, 1998, 1997 and 1996, respectively.

F-25
<PAGE> 73
ECI, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998, 1997 AND 1996

Future minimum lease payments under this capital lease, as of December 31,
1998, are as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDING DECEMBER 31,
- --------------------------------
<S> <C>
1999...................................................... $ 62,788
2000...................................................... 15,898
2001...................................................... 9,498
2002...................................................... 9,498
2003...................................................... 4,479
--------
102,161
Less amount representing interest........................... (5,759)
--------
Present value of minimum lease payments..................... $ 96,402
========
</TABLE>

NOTE 4. NOTE PAYABLE -- CREDIT LINE

This $125,000 note from Fleet National Bank accrues interest, and is
payable monthly, at the Bank's Floating Prime Rate of Interest, which was 7.75%
at December 31, 1998. This note matured on July 2, 1999, and is collateralized
by the personal guarantee and assets of Theodore G. Johnson, a director of the
Company.

NOTE 5. NOTES PAYABLE -- INVESTORS

These investor notes accrued interest at a 12% annual rate. These notes
were converted to shares of common stock of the Company, as discussed in Note 1.
These notes included $215,000 in debt obligations due Theodore G. Johnson, a
director of the Company.

NOTE 6. NOTES PAYABLE -- OFFICER

These 17 notes from Gerald A. Paxton, totaling $479,500, accrue interest at
a 12% annual rate.

NOTE 7. NOTES PAYABLE

On May 16, 1996, the Company entered into a line of credit financing
arrangement provided by USA Group. The credit facility is comprised of two notes
totaling $742,878 as follows:

CREDIT NOTE I

This note bears interest at the Base Rate of NBD Bank, N.A., Indianapolis,
Indiana, plus 100 Basis Points. Principal and accrued interest is payable
monthly over a fifteen-year amortization period beginning January 1, 2001. At
December 31, 1998, this note accrued interest at an annual rate of 8.75%.

CREDIT NOTE II

This note bears interest at the Base Rate of NDB Bank, N.A., Indianapolis,
Indiana, plus 200 Basis Points. Accrued interest is payable monthly during the
term of this note and the balance. Both

F-26
<PAGE> 74
ECI, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998, 1997 AND 1996

principal and accrued interest is due on December 31, 2000. At December 31,
1998, this note accrued interest at an annual rate of 9.75%.

These notes are secured by intellectual properties acquired from Enrollment
Technologies, Inc. on May 16, 1996.

Maturities of principal amounts due on these notes are as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDING DECEMBER 31,
- --------------------------------
<S> <C>
1999...................................................... $ -0-
2000...................................................... 142,878
2001...................................................... 40,000
2002...................................................... 40,000
2003...................................................... 40,000
Thereafter................................................ 480,000
--------
$742,878
========
</TABLE>

NOTE 8. LEASE COMMITMENT

The Company leases an office suite at 55 Green Street, Clinton,
Massachusetts. The lease currently provides for monthly rentals of $2,313, and
may be terminated with 30 days notice. Rent expense for the years ended December
31, 1998, 1997 and 1996, was $27,800, $27,800, and $20,085, respectively.

NOTE 9. STOCK OPTION PLAN

The Company established the 1992 Stock Plan (the "Plan") which provides for
the granting of incentive and non-qualified stock options to employees and other
individuals performing services for the Company. The Board of Directors (the
"Board") is responsible for the administration of the Plan. The Board determines
the term of each option, option price, number of shares for which each option is
granted, whether restrictions will be imposed on the shares subject to options,
and the rate at which each option is exercisable. The exercise price for
incentive stock options granted may not be less than 100% of the fair market
value per share of the underlying common stock on the date granted (110% for
options granted to holders of more than 10% of the voting stock of the Company).
The Board shall determine the exercise price for non-qualified options.

The terms of non-qualified stock options granted under the Plan generally
cannot exceed ten years. The term of incentive stock options granted cannot
exceed ten years (five years for options granted to holders of more than 10% of
the voting stock of the Company).

The Plan allows for issuance of up to 35,000 shares of common stock. At
December 31, 1998, 4,778 shares were available for future grant.

F-27
<PAGE> 75
ECI, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998, 1997 AND 1996

A summary of the option activity under the Plan is as follows:

<TABLE>
<CAPTION>
NUMBER OF
SHARES
---------
<S> <C>
Outstanding at December 31, 1995............................ -0-
Granted during 1996......................................... 3,910
Granted during 1997......................................... 15,250
Lapsed during 1997.......................................... -660
------
Outstanding at December 31, 1997............................ 18,500
Granted during 1998......................................... 11,022
------
Outstanding at December 31, 1998............................ 29,522
======
</TABLE>

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-based Compensation", requires the disclosure of pro forma information on
the fair value of options to purchase stock, and the impact on earnings of any
compensatory value associated with the difference in option grant prices and the
fair value of the optioned stock shares. Management believes that it is
virtually impossible to reasonably estimate the fair values of outstanding
options to purchase common shares at December 31, 1998, and therefore has not
disclosed information about such values, which would otherwise be required by
SFAS No. 123.

NOTE 10. STOCK PURCHASE WARRANTS

The Company granted stock purchase warrants to investors who provided debt
financing described in Note 5. In aggregate, warrants for the purchase of 63,278
shares of the Company's $.01 par value common stock were granted. 611 warrants
were granted for a share price of $20.45. 36,200 warrants were granted for a
share price defined as "50% of the per share price paid by a major investor at
the next equity financing". The remaining 26,467 warrants were granted for a
share price equal to "100% of the per share price paid by a major investor at
the next equity financing".

NOTE 11. LICENSE AGREEMENT

The Company entered into a license agreement effective May 16, 1996, for an
exclusive, royalty bearing, nontransferable license for certain software,
know-how, and trademarks for CollegeLink and IntroApp intellectual properties.
The initial license term expires on December 31, 2000, and the license agreement
automatically renews for successive one-year terms thereafter.

A license fee is payable as follows:

a. For years ending through December 31, 2000, the license fee shall be
equal to the lessor of (i) 9% of the net revenues earned by the Company,
or (ii) the Company's net income for the year.

F-28
<PAGE> 76
ECI, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1998, 1997 AND 1996

b. For the years ending December 31, 2001 and thereafter, the license fee
shall be the lessor of the Company's net income, or the applicable
percentage of net revenues as shown in the following table:

<TABLE>
<CAPTION>
YEAR ENDING APPLICABLE
DECEMBER 31, PERCENTAGE
- ------------ ----------
<S> <C>
2001........................................................ 12%
2002........................................................ 11%
2003........................................................ 10%
2004........................................................ 9%
2005 and thereafter......................................... 8%
</TABLE>

NOTE 12. RETIREMENT PLAN

On July 12, 1996, the Company established a profit sharing plan and trust
in accordance with Section 401(K) of the Internal Revenue Code. Company matching
and non-matching contributions are determined annually by the Company's Board of
Directors. The Company has not elected to make any matching or non-matching
contributions to the plan.

NOTE 13. RELATED PARTY TRANSACTIONS

As discussed in Notes 5 and 6, the Company has debt obligations from two
related parties. Interest charges on those debt instruments totaled $74,261 and
$26,980 for the years ended December 31, 1998 and 1997, respectively.

NOTE 14. GOING CONCERN

The Company has incurred recurring operating losses since inception and has
an accumulated deficit at December 31, 1998 of $3,352,932. Liabilities exceed
assets by $2,557,135. These conditions indicate that unless the Company obtains
substantial additional financing resources, the Company may not be able to
continue operations. The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary should the
Company be unable to continue as a going concern.

F-29
<PAGE> 77

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The New York General Corporation Law permits a corporation to indemnify
officers and directors for actions taken in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action, which they had no
reasonable cause to believe was unlawful.

The Company's certificate of incorporation and bylaws provide that any
person who was or is a party or is threatened to be a party to or is involved in
any action, suit, or proceeding, whether civil, criminal, administrative or
investigative, because that person is or was a director or officer, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, will be indemnified against expenses, including attorney's fees, and
held harmless by the Company to the fullest extent permitted by the New York
General Corporation Law as the same exists or may hereinafter be amended. The
indemnification rights conferred by the Company are not exclusive of any other
right to which persons seeking indemnification may be entitled under any
statute, the Company's certificate of incorporation or bylaws, any agreement,
vote of stockholders or disinterested directors or otherwise. In addition, the
Company is authorized to purchase and maintain insurance on behalf of its
directors and officers.

Additionally, the Company may pay expenses incurred by its directors or
officers in defending a civil or criminal action, suit or proceeding because
that person is a director or officer, in advance of the final disposition of
that action, suit or proceeding. However, such payment will be made only if the
Company receives an undertaking by or on behalf of that director or officer to
repay all amounts advanced if it is ultimately determined that he or she is not
entitled to be indemnified by the Company, as authorized by its certificate of
incorporation and bylaws.

Section 145 of the Delaware General Corporation Law also affords a Delaware
corporation the power to obtain insurance on behalf of its directors and
officers against liabilities incurred by them in those capacities. The Company
has procured a directors' and officers' liability and company reimbursement
liability insurance policy that (a) insures directors and officers of the
Company against losses (above a deductible amount) arising from certain claims
made against them by reason of certain acts done or attempted by such directors
or officers and (b) insures the Company against losses (above a deductible
amount) arising from any such claims, but only if the Company is required or
permitted to indemnify such directors or officers for such losses under
statutory or common law or under provisions of its Articles of Organization or
its By-Laws.

II-1
<PAGE> 78

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the sale of the shares are estimated as
follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........ $ 1,312
Legal fees and expenses.................................... $ 20,000
Accounting fees and expenses............................... $ 10,000
Printing expenses.......................................... $ 5,000
Miscellaneous.............................................. $ 5,000
TOTAL............................................ $ 41,312
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following information is furnished with regard to all securities sold
by the Company within the past three years which were not registered under the
Securities Act.

ISSUANCES OF COMMON STOCK BY THE COMPANY

On March 5, 1999 Cytation Corporation, a Rhode Island corporation,
("Cytation RI") was merged into the Company (the "Stylex Merger"). Pursuant to
the Stylex Merger, each share of Common Stock of Cytation RI was automatically
changed and converted into 5.25 shares of Common Stock of the Company. Also
pursuant to the Stylex Merger, each option to purchase one share of Common Stock
of Cytation RI was automatically converted and changed into an option to
purchase 5.25 shares of the Company's Common Stock and each warrant to purchase
one share of Common Stock of Cytation RI was automatically converted and changed
into an option to purchase 5.25 shares of the Company's Common Stock

ISSUANCES OF PREFERRED STOCK BY THE COMPANY

On April 2, 1999, the Company issued and sold 775,000 shares of Series A
Convertible Preferred Stock for aggregate consideration of $3,100,000. Each of
these 775,000 shares of Series A Convertible Preferred Stock will be converted
into one share of the Company's Common Stock prior to any sales of Shares
pursuant to this registration statement. The Common Stock issued pursuant to
such conversions comprise some of the shares registered by this registration
statement.

ISSUANCES OF COMMON STOCK AND PREFERRED STOCK BY THE COMPANY IN CONNECTION
WITH THE ECI MERGER

On August 10, 1999, ECI, Inc. ("ECI") merged (the "ECI Merger") into
CollegeLink.com, Incorporated, a Delaware corporation and wholly-owned
subsidiary of the Company. Pursuant to the ECI Merger, each share of Common
Stock of ECI was automatically changed and converted into 550,809 shares of
Common Stock of the Company and 234,771 shares of the Series B Convertible
Preferred Stock of the Company.

In connection with the ECI Merger, the Company, ECI and USA Group Noel-
Levitz, Inc. ("USA Group") entered into a letter agreement in settlement of
certain claims made by USA Group. Pursuant to this Letter Agreement, the Company
issued and

II-2
<PAGE> 79

sold to USA Group 108,196 shares of the Common Stock of the Company and 45,000
shares of the Series B Convertible Preferred Stock of the Company.

GRANTS OF THE COMPANY'S STOCK OPTIONS.

From December, 1998, the Company granted options to purchase an aggregate
of 716,188 shares of its Common Stock, exercisable at a weighted average
exercise price of $4.71 per share.

The issuances described in this Item 26 were made in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act
relating to sales by an issuer not involving any public offering. None of the
foregoing transactions involved a distribution or public offering. No
underwriters were engaged in connection with the foregoing issuances of
securities, and no underwriting discounts or commissions were paid.

ITEM 27. EXHIBITS

II-3
<PAGE> 80

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
x10.4 Consulting Agreement by and among the Company, Gerald A.
Paxton and CollegeLink.com Incorporated dated as of August
10, 1999
x10.5 Letter Agreement by and among the Company, ECI, Inc. and USA
Group Noel-Levitz, Inc. dated as of July 28, 1999.
x10.6 Registration Rights Agreement by and among the Company and
USA Group Noel-Levitz, Inc. dated as of July 28, 1999.
x10.7 Lease by and between Victoria S. Tarsagian and Web Services
International, Inc. dated as of July 29, 1996
x21.1 List of Subsidiaries of the Company;
x23.1 Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1);
x23.2 Consent of Radin, Glass & Co., LLP;
x23.3 Consent of Paolilli & Jarek, LLC;
x24.1 Power of Attorney (Please See Signature Page)
x27.1 Financial Data Schedule
</TABLE>

- -------------------------

x Filed herewith.

+ To be filed by amendment.

* Incorporated by reference from the Registrant's Annual Report on Form 10KSB
(S.E.C. File No. 0-5388) filed December 31, 1998.

# Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed March 18, 1999, and later amended on April 2, 1999.

## Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed April 27, 1999.

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its

II-4
<PAGE> 81

counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes to:

(1) File, during any period in which it offers or sells, a
post-effective amendment to this Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.

(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1) or
(4) of 497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.

(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-5
<PAGE> 82

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Middletown, The State of Rhode Island and Providence
Plantations, on August 12, 1999.

CYTATION.COM INCORPORATED

By: /s/ Kevin J. High
-----------------------------------
Kevin J. High

POWER OF ATTORNEY

We, the undersigned directors and/or officers of Cytation.com Incorporation
(the "Company"), hereby severally constitute and appoint Edward F. Hayes and
David A. Broadwin, and each of them individually, with full powers of
substitution and resubstitution, our true and lawful attorneys, with full powers
to them and each of them to sign for us, in our names and in the capacities
indicated below, the registration statement on Form SB-2 filed with the
Securities and Exchange Commission, and any and all amendments to said
registration statement (including post-effective amendments), and any
registration statement filed pursuant to Rule 462 under the Securities Act of
1933, as amended, in connection with the registration under the Securities Act
of 1933, as amended, of equity securities of the Company, and to file or cause
to be filed the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them might or could
do in person, and hereby ratifying and confirming all that said attorneys, and
each of them, or their substitute or substitutes, shall do or cause to be done
by virtue of this Power of Attorney.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Richard A. Fisher Chairman of the Board August 12, 1999
- --------------------------------------------- and General Counsel
Richard A. Fisher (Principal Executive
Officer)

/s/ Kevin J. High President and Director August 12, 1999
- ---------------------------------------------
Kevin J. High
</TABLE>

II-6
<PAGE> 83

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Edward F. Hayes Chief Financial Officer August 12, 1999
- --------------------------------------------- (Principal Financial
Edward F. Hayes and Accounting Officer)

/s/ Jai N. Gupta Director August 12, 1999
- ---------------------------------------------
Jai N. Gupta, Ph.D.

/s/ Michael W. Bryant Director August 12, 1999
- ---------------------------------------------
Michael W. Bryant

/s/ Mark Rogers Director August 12, 1999
- ---------------------------------------------
Mark Rogers
</TABLE>

II-7
<PAGE> 84

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
#2.1 Articles of Merger between the Company and Cytation
Corporation, dated February 11, 1999;
#2.2 Plan of Merger of the Company and Cytation Corporation dated
February 11, 1999;
x2.3 Articles of Merger between CollegeLink.com Incorporated and
ECI, Inc., dated August 10, 1999;
x2.4 Certificate of Merger of CollegeLink.com Incorporated and
ECI, Inc. dated August 10, 1999
x2.5 Agreement and Plan of Merger of the Company and ECI, Inc.,
dated August 10, 1999;
*3.1 Articles of Incorporation of the Company;
##3.2 Designation of Rights and Preferences for the Company's
Series A Convertible Preferred Stock;
x3.3 Certificate of Amendment of Cytation.Com Incorporated;
*3.4 Bylaws of the Company;
x4.2 Please see Exhibits 3.1 through 3.4 for provisions of the
articles of incorporation and bylaws of the Company defining
the rights of holders of the common stock of the company;
+5.1 Opinion of Foley, Hoag & Eliot LLP;
##10.1 Series A Convertible Stock Purchase Agreement, dated April
2, 1999, between the Company and Provident Life and Accident
Insurance Company;
x10.2 Escrow Agreement by and among the Company, Gerald A. Paxton,
Thomas J. Burgess and Eastern Bank and Trust Company dated
as of August 10, 1999
x10.3 Registration Agreement by and among the Company, Gerald A.
Paxton, Thomas J. Burgess and ECI, Inc. dated as of August
10, 1999
x10.4 Consulting Agreement by and among the Company, Gerald A.
Paxton and CollegeLink.com Incorporated dated as of August
10, 1999
x10.5 Letter Agreement by and among the Company, ECI, Inc. and USA
Group Noel-Levitz, Inc. dated as of July 28, 1999.
x10.6 Registration Rights Agreement by and among the Company and
USA Group Noel-Levitz, Inc. dated as of July 28, 1999.
x10.7 Lease by and between Victoria S. Tarsagian and Web Services
International, Inc. dated as of July 29, 1996
x21.1 List of Subsidiaries of the Company;
x23.1 Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1);
x23.2 Consent of Radin, Glass & Co., LLP;
x23.3 Consent of Paolilli & Jarek, LLC;
</TABLE>
<PAGE> 85

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
x24.1 Power of Attorney (Please See Signature Page)
x27.1 Financial Data Schedule
</TABLE>

- -------------------------

x Filed herewith.

+ To be filed by amendment.

* Incorporated by reference from the Registrant's Annual Report on Form 10KSB
(S.E.C. File No. 0-5388) filed December 31, 1998.

# Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed March 18, 1999, and later amended on April 2, 1999.

## Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed April 27, 1999.

<PAGE> 1
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 043112716 NO.

THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF MERGER*
(GENERAL LAWS, CHAPTER 156B, SECTION 79)

*merger of ECI, Inc., a Massachusetts corporation
and
CollegeLink.com Incorporated,
a Delaware corporation

-------------------------------------,
the constituent corporations, into
CollegeLink.com Incorporated,

*one of the constituent corporations organized under the laws of: Delaware.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 79, and will be kept as
provided by Subsection (c) thereof. The *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2. The effective date of the *merger determined pursuant to the agreement of
*merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing:

N/A

3. (For a merger)
*The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:

None

(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the following
business activities:

N/A

*Delete the inapplicable words.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margin of at least 1 inch. Additions to more than one
article may be made on a single sheet as long as each article requiring each
addition is clearly indicated.

THE SECRETARY OF
THE COMMONWEALTH
99 AUG 10 PM 3:51

<PAGE> 2

(For a consolidation)
(b) State the total number of shares and the par value, if any, of each class
of stock which the resulting corporation is authorized to issue:

- -------------------------------------------------------------------------------
WITHOUT PAR VALUE WITH PAR VALUE
- -------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------------------------------------------------------
Common: Common
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Preferred: Preferred
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences,
voting powers, qualifications, and special or relative rights or privileges of
each class and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

ITEM 4 BELOW MAY BE DELETED IF THE SURVIVING CORPORATION IS ORGANIZED UNDER
THE LAWS OF A STATE OTHER THAN MASSACHUSETTS.

4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the "resulting/*surviving corporation.

(a) The street address (post office boxes are not acceptable) of the
*resulting/*surviving corporation in Massachusetts is:

**If there are no provisions state "None".

<PAGE> 3

(b) The name, residential address and post office address of each director
and officer of the *resulting/*surviving corporation is:

NAME RESIDENTIAL POST OFFICE ADDRESS

President:

Treasurer:

Clerk:

Directors:

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:

ITEM 5 BELOW MAY BE DELETED IF THE SURVIVING CORPORATION IS ORGANIZED UNDER
THE LAWS OF MASSACHUSETTS.

5. The *surviving corporation hereby agrees that it may be sued in the
Commonwealth of Massachusetts for any prior obligation of any constituent
Massachusetts corporation, any prior obligation of any constituent foreign
corporation qualified under General Laws, Chapter 181, and any obligations
hereafter incurred by the *surviving corporation, including the obligation
create by General Laws, Chapter 156B, Section 85, so long as any liability
remains outstanding against the corporation in the Commonwealth of
Massachusetts, and it hereby irrevocably appoints the Secretary of the
Commonwealth as its agent to accept service of process in any action for the
enforcement of any such obligation, including taxes, in the same manner as
provided in Chapter 181.

FOR MASSACHUSETTS CORPORATIONS

The undersigned *President and *Clerk of ECI, Inc., a corporation organized
under the laws of Massachusetts, further state under the penalties of perjury
that the agreement of *consolidation/*merger has been duly executed on behalf
of such corporation and duly approved in the manner required by General
Laws, Chapter 156B, Section 78.

/s/ Thomas J. Burgess, *President

/s/ Richard A. Gariepy, *Clerk

FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS

The undersigned, + President and ++ Assistant Secretary
of CollegeLink.com Incorporated, a corporation organized under the laws of
Delaware, further state under the penalties of perjury that the agreement of
*merger has been duly adopted by such corporation in the manner required by the
laws of Delaware.

+ /s/ Gerald A. Paxton
---------------------------
Gerald A. Paxton

++ /s/ Edward F. Hayes
---------------------------
Edward F. Hayes

*Delete the inapplicable words.

+Specify the officer having powers and duties corresponding to those of the
president or vice president of a Massachusetts corporation organized under
General Laws, Chapter 156B.

++Specify the officer having powers and duties corresponding to the clerk
or assistant clerk of such a Massachusetts corporation.

<PAGE> 4

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF *CONSOLIDATION/*MERGER
(General Laws, Chapter 156B, Section 79)

===============================================================================

I hereby approve the within Articles of *Consolidation/*Merger and, the filing
fee in the amount of $________, having been paid, said articles are deemed
to have been filed with me this ________ day of _________________, 19____.

Effective date______________________________________

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:

Michael D. Webber, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
Telephone: 617-832-1000

<PAGE> 1
Exhibit 2.4

CERTIFICATE OF MERGER

Merging

ECI, INC.,
a Massachusetts corporation

with and into

COLLEGELINK.COM INCORPORATED
a Delaware corporation

----------------------------------

Pursuant to Section 252 of the General Corporation Law of the State of Delaware
----------------------------------

CollegeLink.com Incorporated, a corporation duly organized and existing
under the laws of the State of Delaware ("Merger Sub"), does hereby certify as
follows:

FIRST: An Agreement and Plan of Merger (the "Merger Agreement") dated
June 18, 1999, among Cytation.com Incorporated, a New York corporation
("Parent"), Merger Sub, ECI, Inc., a Massachusetts corporation ("ECI"), Gerald
A. Paxton and Thomas J. Burgess setting forth the terms and conditions of the
merger of ECI with and into Merger Sub (the "Merger"), has been approved,
adopted, certified, executed and acknowledged by Merger Sub and ECI
(collectively, the "Constituent Corporations") in accordance with Section 252 of
the Delaware General Corporation Law.

SECOND: The name of the corporation surviving the Merger (the
"Surviving Corporation") shall be CollegeLink.com Incorporated.

THIRD: The Certificate of Incorporation of the Surviving Corporation
shall be its Certificate of Incorporation.

FOURTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address:

CollegeLink.com Incorporated
c/o Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842

FIFTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of
either Constituent Corporation.

SIXTH: The authorized capital stock of ECI, Inc. is 500,000 shares of
common stock, $.01 par value per share.

SEVENTH: The Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, CollegeLink.com Incorporated has caused this
Certificate of Merger to be executed as of August 10, 1999.

COLLEGELINK.COM INCORPORATED

By:/s/ Edward F. Hayes
-------------------------
Edward F. Hayes
Treasurer

<PAGE> 1
EXHIBIT 2.5

AGREEMENT AND PLAN OF MERGER

by and among

CYTATION.COM INCORPORATED

COLLEGELINK.COM INCORPORATED

ECI, INC.

and

GERALD A. PAXTON
THOMAS J. BURGESS

and

GERALD A. PAXTON, as Agent

June 18, 1999
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
AGREEMENT AND PLAN OF MERGER ..................................................... -1-

ARTICLE 1 THE MERGER ............................................................. -1-
1.1 Procedure for the Merger .............................. -1-
1.2 Surviving Corporation ................................. -2-
1.3 Conversion of Stock ................................... -3-
1.4 Fractional Shares ..................................... -5-
1.5 Issuance of Parent Stock .............................. -5-
1.6 Closing ............................................... -6-
1.7 Escrow Fund ........................................... -6-
1.8 Dissenter's Rights .................................... -6-
1.9 Principals' Agent ..................................... -7-
1.10 Transfers of Ownership ................................ -8-
1.11 Tax and Accounting Consequences ....................... -8-

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF ECI AND PRINCIPALS ................... -9-
2.1 Organization and Corporate Power ...................... -9-
2.2 Due Authorization; Effect of Transaction .............. -9-
2.3 Financial Statements .................................. -9-
2.4 Liabilities ........................................... -10-
2.5 Capitalization ........................................ -10-
2.6 Dividends and Distributions ........................... -10-
2.7 Subsidiaries .......................................... -10-
2.8 Leases ................................................ -11-
2.9 Encumbrances .......................................... -11-
2.10 Employment Arrangements ............................... -11-
2.11 Material Contracts and Arrangements ................... -11-
2.12 Ordinary Course of Business ........................... -12-
2.13 Litigation and Compliance with Laws ................... -13-
2.14 Tax Returns ........................................... -13-
2.15 Tax Status of Reorganization .......................... -14-
2.16 Environmental Matters ................................. -14-
2.17 Intellectual Property ................................. -15-
2.18 Insurance Policies .................................... -15-
2.19 Extraordinary Events .................................. -15-
2.20 Material Information .................................. -16-
2.21 Certain Transactions .................................. -16-
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
2.22 No Governmental Authorizations or Approvals Required .. -16-
2.23 Employee Benefit Plans ................................ -16-
2.24 No Broker's or Finder's Fees .......................... -16-
2.25 Continuing Representations ............................ -16-

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PRINCIPALS ........................... -17-
3.1 Authority of the Principals ........................... -17-
3.2 No Conflict ........................................... -17-
3.3 No Broker's or Finder's Fees .......................... -17-
3.4 Restricted Securities ................................. -17-
3.5 Acquired for Investment ............................... -18-
3.6 Sophistication ........................................ -18-
3.7 Continuing Representations ............................ -18-

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB ............... -18-
4.1 Organization and Corporate Power ...................... -18-
4.2 Due Authorization; Effect of Transaction .............. -19-
4.3 Capitalization ........................................ -19-
4.4 SEC Documents; Financial Statements ................... -19-
4.5 Continuing Representations ............................ -20-

ARTICLE 5 ADDITIONAL AGREEMENTS .................................................. -20-
5.1 Conduct of ECI Business Pending Closing ............... -20-
5.2 Expenses .............................................. -21-
5.3 Restrictions on Resale ................................ -21-
5.4 Convertible Securities ................................ -22-
5.5 Registration Agreement ................................ -22-
5.6 Escrow Agreement ...................................... -22-
5.7 Paxton Employment Agreement ........................... -22-
5.8 Burgess Consulting Agreement .......................... -23-
5.9 Public Announcements .................................. -23-
5.10 Stockholders Meeting .................................. -23-
5.11 Approval of Principals; Proxy ......................... -23-
5.12 Exclusivity ........................................... -24-
5.13 Reasonable Efforts .................................... -24-
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE 6 CONDITIONS PRECEDENT ................................................... -24-
6.1 Conditions to Obligations of Parent and Merger Sub .... -24-
6.2 Conditions to Obligations of ECI and Principals ....... -26-

ARTICLE 7 INDEMNIFICATION ........................................................ -27-
7.1 Indemnification by Principals ......................... -27-
7.2 Limitation on Liability ............................... -28-
7.3 Process of Indemnification for Parent Claims .......... -28-

ARTICLE 8 TERMINATION ............................................................ -29-
8.1 Termination Events .................................... -29-
8.2 Certain Effects of Termination ........................ -30-

ARTICLE 9 MISCELLANEOUS .......................................................... -30-
9.1 Entire Agreement; Amendments; Waivers ................. -30-
9.2 Assignment; Successors and Assigns .................... -31-
9.3 Severability .......................................... -31-
9.4 Counterparts .......................................... -31-
9.5 Certain Matters of Construction ....................... -31-
9.6 Knowledge ............................................. -31-
9.7 Notices ............................................... -32-
9.8 Governing Law ......................................... -33-
9.9 Courts ................................................ -33-
9.10 Arbitration ........................................... -33-
</TABLE>

-iii-
<PAGE> 5

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of June 18, 1999 (this
"Agreement") is made by and among (i) Cytation.com Incorporated, a New York
corporation ("Parent"); (ii) CollegeLink.com Incorporated, a Delaware
corporation ("Merger Sub"); (iii) ECI, Inc., a Massachusetts corporation
("ECI"); (iv) Gerald A. Paxton ("Paxton") and Thomas J. Burgess ("Burgess")
(collectively, the "Principals"); and (v) Gerald A. Paxton, as agent for the
Principals (the "Principals' Agent").

WHEREAS, the respective boards of directors of Parent, Merger Sub and
ECI have approved and adopted this Agreement, which provides for the merger of
ECI with and into Merger Sub (the "Merger") on the terms and conditions set
forth herein and in accordance with the applicable provisions of the General
Corporation Law of the State of Delaware (the "DGCL") and the Business
Corporation Law of The Commonwealth of Massachusetts (the "MBCL");

WHEREAS, the respective boards of directors of Merger Sub and ECI
(collectively, the "Constituent Corporations") have approved and committed to
recommend this Agreement to the stockholders of Merger Sub and ECI,
respectively;

WHEREAS, the parties desire to make certain representations and
warranties and other agreements in connection with the Merger; and

WHEREAS, the parties intend, by executing this Agreement, to adopt a
plan of reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code");

NOW, THEREFORE, Parent, Merger Sub, ECI, the Principals and the
Principals' Agent hereby agree as follows:

ARTICLE 1
THE MERGER

1.1 Procedure for the Merger. ECI shall be merged, in accordance with
the applicable provisions of the DGCL and the MBCL, with and into Merger Sub,
which shall be the surviving corporation. Merger Sub, as such surviving
corporation, is sometimes referred to herein to as the "Surviving Corporation".
The Merger shall be effected by filing (a) a certificate of merger,
substantially in the form of Exhibit 1.1A (the "Certificate of Merger"), with
the Secretary of State of the State of Delaware in accordance with the
applicable
<PAGE> 6
provisions of the DGCL, and (b) articles of merger, substantially in the form of
Exhibit 1.1B (the "Articles of Merger"), with the State Secretary of The
Commonwealth of Massachusetts in accordance with the applicable provisions of
the MBCL. The effective date of the Merger (the "Effective Date") shall be the
date upon which the Certificate of Merger shall have been filed with the
Secretary of State of the State of Delaware and the effective time of the Merger
(the "Effective Time") shall be the time of the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware.

1.2 Surviving Corporation.

(a) Corporate Existence. The Surviving Corporation shall
continue its corporate existence under the laws of the State of Delaware. The
separate corporate existence of ECI shall cease at the Effective Time.

(b) Certificate of Incorporation and Bylaws. The certificate
of incorporation of Merger Sub, as in effect immediately prior to the Effective
Time, shall be the certificate of incorporation of the Surviving Corporation
until the same shall be amended thereafter in accordance with the DGCL and such
certificate of incorporation. The bylaws of Merger Sub, as in effect immediately
prior to the Effective Time, shall be the bylaws of the Surviving Corporation
until the same shall be amended thereafter in accordance with the DGCL, the
certificate of incorporation of the Surviving Corporation and such bylaws.
Without limiting the generality of the foregoing, the purposes of Merger Sub, as
stated in Merger Sub's certificate of incorporation as in effect immediately
prior to the Effective Time, shall be the purposes of the Surviving Corporation
until such purposes shall be amended in accordance with the DGCL and the
Surviving Corporation's certificate of incorporation.

(c) Directors and Officers. The directors and officers of the
Surviving Corporation at and as of the Effective Time shall be as set forth in
Schedule 1.2(c).

(d) Effect of the Merger. As of the Effective Time, the effect
of the Merger shall be as provided in this Agreement and the applicable
provisions of the DGCL and the MBCL. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, all the estate, property,
rights, privileges, powers and franchises of the Constituent Corporations shall
vest in the Surviving Corporation and the Surviving Corporation shall be
responsible and liable for all the liabilities and obligations of each
Constituent Corporation.

(e) Additional Actions. If, at any time after the Effective
Time, the Surviving Corporation shall believe or be advised that any further
assignments or assurances in law or any other acts are necessary or desirable
(a) to vest, perfect or confirm in the Surviving Corporation title to or
ownership or possession of any estate, property, right, privilege, power,
franchise or other asset of either Constituent Corporation acquired or to be
acquired by reason of, or as a result of, the Merger or (b) otherwise to carry
out the purposes of this Agreement,

-2-
<PAGE> 7
then (i) each Constituent Corporation and its officers and directors shall be
deemed to have granted hereby to the Surviving Corporation an irrevocable power
of attorney to execute and deliver all proper assignments and assurances in law
and to undertake all other acts necessary or proper to vest, perfect or confirm
title to or ownership or possession of such estate, property, rights,
privileges, powers, franchises or other assets in the Surviving Corporation and
otherwise to carry out the purposes of this Agreement and (ii) the officers and
directors of the Surviving Corporation shall be deemed to be fully authorized to
take any and all such actions in the name of either Constituent Corporation or
otherwise.

1.3 Conversion of Stock.

(a) Stock of ECI. At the Effective Time, each share of Common
Stock, $.01 par value per share, of ECI ("ECI Common Stock") issued and
outstanding immediately prior to the Effective Time (other than Dissenting
Shares (as defined in and to the extent provided in Section 1.8)) shall
automatically, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into and become the right to receive (i) the number
of shares of the Common Stock, $.001 par value per share, of Parent ("Parent
Common Stock") equal to the Common Stock Exchange Ratio (as defined in Section
1.3(b)(i)), and (ii) the number of shares of Series B Preferred Stock, $.01 par
value per share, of Parent ("Parent Series B Stock") equal to the Series B Stock
Exchange Ratio (as defined in Section 1.3(b)(ii)).

(b) Definitions of Exchange Ratios.

(i) Common Stock Exchange Ratio. As used herein,
the following terms shall have the following meanings:

"Execution Date Price": the closing asked price per share of
Parent Common Stock (as quoted on the Nasdaq OTC Bulletin
Board) on the business day immediately preceding the date that
Parent executes this Agreement.

"Parent Common Stock Price": the Execution Date Price;
provided, however, that (i) if the Execution Date Price is
less than $5.00 per share, then the Parent Common Stock Price
shall be $5.00 per share, (ii) if the Execution Date Price is
greater than $9.00 per share but less than $12.00 per share,
then the Parent Common Stock Price shall be $9.00 per share,
and (iii) if the Execution Date Price is equal to or greater
than $12.00 per share, then the Parent Common Stock Price
shall be $10.00 per share.

"Parent Common Stock Amount": $4,200,000 divided by the Parent
Common Stock Price.

-3-
<PAGE> 8
"Fully-Diluted Shares": the aggregate number of shares of ECI
Common Stock outstanding immediately prior to the Effective
Time, assuming for these purposes exercise of all Convertible
Securities (as defined in Section 2.5), whether vested or
unvested, outstanding immediately prior to the Effective Time.

"Common Stock Exchange Ratio": a number rounded up to four
decimal places equal to a fraction, the numerator of which is
the Parent Common Stock Amount and the denominator of which is
Fully-Diluted Shares.

(ii) Series B Stock Exchange Ratio. As used herein, the
following terms shall have the following meanings:

"Parent Series B Dollar Amount": means $3,500,000 (i) less the
amount, if any, by which the Closing Date Liabilities (as
defined in Section 6.1(f)) exceed $800,000; or (ii) plus the
amount, if any, by which $800,000 exceeds the Closing Date
Liabilities.

"Parent Series B Stock Price": $15.00

"Parent Series B Stock Amount": the Parent Series B Dollar
Amount divided by the Parent Series B Stock Price.

"Series B Stock Exchange Ratio": a number rounded to four
decimal places equal to a fraction, the numerator of which is
the Parent Series B Stock Amount and the denominator of which
is Fully-Diluted Shares.

(c) Adjustment of Common Stock Exchange Ratio. If, between the
date of this Agreement and the Effective Time of the Merger, the outstanding
shares of Parent Common Stock shall have been changed into a different number of
shares or a different class by reason of any reclassification, recapitalization,
split-up, stock dividend, stock combination, exchange of shares or readjustment,
the Common Stock Exchange Ratio shall be correspondingly adjusted.

(d) Stock of Merger Sub. Each share of the Common Stock, $.01
par value per share, of Merger Sub issued and outstanding immediately prior to
the Effective Time shall remain outstanding.

-4-
<PAGE> 9
1.4 Fractional Shares.

(a) Parent Common Stock. No fraction of a share of Parent
Common Stock will be issued by virtue of the Merger, but in lieu thereof each
holder of shares of ECI Common Stock who would otherwise be entitled to a
fraction of a share of Parent Common Stock (after aggregating all fractional
shares of Parent Common Stock to be received by such holder) shall receive from
Parent a check for an amount of cash (rounded up to the next whole cent) equal
to the product of (a) such fraction, multiplied by (b) the Parent Common Stock
Price.

(b) Parent Series B Stock. No fraction of a share of Parent
Series B Stock will be issued by virtue of the Merger, but in lieu thereof each
holder of shares of ECI Common Stock who would otherwise be entitled to a
fraction of a share of Parent Series B Stock (after aggregating all fractional
shares of Parent Series B Stock to be received by such holder) shall receive
from Parent a check for an amount of cash (rounded up to the next whole cent)
equal to the product of (a) such fraction, multiplied by (b) the Parent Series B
Stock Price.

1.5 Issuance of Parent Stock.

(a) ECI Stockholders Other than Principals. At and after the
Effective Time, upon surrender to Parent by each stockholder of ECI other than
the Principals (the "Non-Principal Stockholders") of certificates for the number
of shares of ECI Common Stock owned by such Non-Principal Stockholder
immediately prior to the Effective Time, Parent shall issue and deliver to each
such Non-Principal Stockholder two certificates. One certificate shall represent
the total number of shares of Parent Common Stock into which such Principal
Stockholder's ECI Common Stock has been converted and the other certificate
shall represent the total number of shares of Parent Series B Stock into which
such Non-Principal Stockholder's ECI Common Stock has been converted. Each such
certificate shall be registered in the name of such Non-Principal Stockholder
and legended as set forth in Section 5.3(b).

(b) Principals. At and after the Effective Time, upon
surrender to Parent by each Principal of certificates for the number of shares
of ECI Common Stock owned by such Principal immediately prior to the Effective
Time, Parent shall issue and deliver to each such Principal four certificates:
(i) one such certificate (the "Escrow Common Certificate") shall represent
$640,530 (in the case of Paxton) and $259,470 (in the case of Burgess) worth of
shares of Parent Common Stock into which such Principal's ECI Common Stock has
been converted (rounded up to the next whole number of shares), and shall be
delivered at the Closing by such Principal to State Street Bank and Trust
Company, as escrow agent (the "Escrow Agent"), as provided in Section 1.7; (ii)
one such certificate shall represent the balance of the of the total number of
shares of Parent Common Stock into which such

-5-
<PAGE> 10
Principal's ECI Common Stock has been converted after deducting therefrom the
shares of Parent Common Stock being placed in escrow hereunder; (iii) one such
certificate (the "Escrow Preferred Certificate") shall represent $355,850 (in
the case of Paxton) and $144,150 (in the case of Burgess) worth of shares of
Parent Series B Stock into which such Principal's ECI Common Stock has been
converted (rounded up to the next whole number of shares), and shall be
delivered at the Closing by such Principal to the Escrow Agent, as provided in
Section 1.7; and (iv) one certificate shall represent the balance of the total
number of shares of Parent Series B Stock into which such Principal's ECI Common
Stock has been converted after deducting therefrom the shares of Parent Series B
Stock being placed in escrow hereunder. Each such certificate shall be
registered in the name of such Escrow Group Stockholder and legended as set
forth in Section 5.3(b).

1.6 Closing. The closing of the Merger (the "Closing") shall take place
at the offices of Foley, Hoag & Eliot LLP in Boston, Massachusetts at a time and
date to be specified by Parent and ECI, which shall be no later than the second
business day after the satisfaction or waiver of the conditions set forth in
Article 6, or at such other time, date and location as Parent and ECI agree.

1.7 Escrow Fund. In order to provide for the indemnity obligations of
the Principals hereunder, at the Closing each Principal shall deliver to the
Escrow Agent such Principal's Escrow Common Certificate and Escrow Preferred
Certificate, together with stock powers endorsed in blank by such Principal. The
Escrow Agent shall hold and administer such shares in accordance with the terms
of an escrow agreement dated as of the Effective Date among Parent, the
Principals, the Principal's Agent and the Escrow Agent (the "Escrow Agreement"),
such Escrow Agreement to be substantially in the form of Exhibit 1.7.

1.8 Dissenter's Rights. If stockholders of ECI are entitled to
appraisal rights pursuant to Sections 86 through 98 of the MBCL in connection
with the Merger, any shares of ECI Common Stock held by stockholders who
exercise and perfect such appraisal rights ("Dissenting Shares") shall not be
converted into a right to receive the consideration specified in Section 1.3(a)
but shall be converted into the right to receive such consideration as may be
determined to be due with respect to such Dissenting Shares pursuant to the laws
of The Commonwealth of Massachusetts. ECI shall give Parent prompt notice of any
demand received by ECI for appraisal of ECI Common Stock, and Parent shall have
the right to control all negotiations and proceedings with respect to such
demand. ECI agrees that, except with the prior written consent of Parent or as
required under the MBCL, it will not voluntarily make any payment with respect
to, or settle or offer to settle, any such demand for appraisal. Each holder of
Dissenting Shares (a "Dissenting Stockholder") who, pursuant to the provisions
of the MBCL, becomes entitled to payment of the value of shares of ECI Common
Stock shall receive payment therefor (but only after the value therefor shall
have been agreed upon or finally determined pursuant to the provisions of the
MBCL). In the event that any stockholder fails to make an effective demand for
payment or otherwise loses his status as a Dissenting

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Stockholder, Parent shall, as of the later of the Effective Time of the Merger
or the occurrence of such event, deliver, upon surrender by such stockholder of
his certificate or certificates, the consideration, without interest thereon, to
which such stockholder would have been entitled to under Section 1.3(a).

1.9 Principals' Agent.

(a) In order to administer efficiently the defense and/or
settlement of any indemnity claims for which the Principals may be required to
indemnify members of the Parent Group (as defined in Section 7.1(a)) pursuant to
Article 7, the Principals hereby appoint the Principals' Agent as their agent
and representative, and the Principals' Agent hereby accepts such appointment.

(b) The Principals hereby authorize the Principals' Agent (i)
to take all action necessary in connection with the defense and/or settlement of
any indemnity claims for which the Principals may be required to indemnify
members of the Parent Group pursuant to Article 7 and (ii) to give and receive
all notices required to be given and take all action required or permitted to be
taken under this Agreement and the other agreements contemplated hereby to which
all of the Principals are a party, including the Escrow Agreement and the
Registration Agreement.

(c) In the event that Paxton dies, becomes unable to perform
his responsibilities hereunder as a Principals' Agent or resigns from such
position, Burgess shall be deemed to be the Principals' Agent for all purposes
of this Agreement.

(d) The members of the Parent Group may rely on any written
document signed by Paxton (or his successor) as evidence of the Principals'
Agent's authority to act hereunder.

(e) All decisions and actions by the Principals' Agent,
including the defense or settlement of any indemnity claims for which the
Principals may be required to indemnify members of the Parent Group pursuant to
Article 7, shall be binding upon all of the Principals, and no Principal shall
have the right to object, dissent, protest or otherwise contest the same.

(f) By their execution of this Agreement, the Principals agree
that:

(i) The members of the Parent Group shall be able to rely
conclusively on the instructions and decisions of the Principals' Agent
as to the settlement of any indemnity claims by members of the Parent
Group pursuant to Article 7 or any other actions required to be taken
by the Principals' Agent hereunder, and no party hereunder shall have
any cause of action against any member of the Parent Group

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<PAGE> 12
for any action taken by any member of the Parent Group in reliance upon
the instructions or decisions of the Principals' Agent;

(ii) all actions, decisions and instructions of the
Principals' Agent shall be conclusive and binding upon all of the
Principals and no Principal, nor Parent or Merger Sub, shall have any
cause of action against the Principals' Agent for any action taken,
decision made or instruction given by the Principals' Agent under this
Agreement, except for fraud or willful breach of this Agreement by the
Principals' Agent;

(iii) the provisions of this Section 1.09 are
independent and severable, are irrevocable and coupled with an interest
and shall be enforceable notwithstanding any rights or remedies that
any Principal may have in connection with the transactions contemplated
by this Agreement; and

(iv) the provisions of this Section 1.09 shall be
binding upon the heirs, legal representatives, successors and assigns
of each Principal, and any references in this Agreement to a Principal
or the Principals shall mean and include the successors to the
Principals' rights hereunder, whether pursuant to testamentary
disposition, the laws of descent and distribution or otherwise.

1.10 Transfers of Ownership. If any certificate for shares of Parent
Common Stock or Parent Series B Stock is to be issued in a name other than that
in which the certificate surrendered in exchange therefor is registered, it will
be a condition of the issuance thereof that (a) the certificate so surrendered
will be properly endorsed and otherwise in proper form for transfer and that the
stockholder requesting such exchange will have paid to Parent or any agent
designated by it any transfer or other taxes required by reason of issuance of a
certificate for shares of Parent Common Stock or Parent Series B Stock in any
name other than that of the registered holder of the certificate surrendered, or
established to the reasonable satisfaction of Parent or any agent designated by
it that such tax has been paid or is not payable and (b) Parent will have
received an opinion, in form and substance reasonably satisfactory to Parent and
its counsel, of counsel which (to Parent's reasonable satisfaction) is
knowledgeable in securities laws matters, to the effect that such issuance of a
certificate for shares of Parent Common Stock or Parent Series B Stock in any
name other than that of the registered holder of the certificate surrendered may
be effected without registration under the Securities Act of 1933, as amended
(the "Securities Act"), and qualification under any applicable state securities
laws.

1.11 Tax and Accounting Consequences. It is intended by the parties
hereto that the Merger shall (a) constitute a reorganization within the meaning
of Section 368 of the Code and (b) be accounted for as a pooling under generally
accepted accounting principles ("GAAP").

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<PAGE> 13
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ECI AND PRINCIPALS

ECI and the Principals jointly and severally represent and warrant to
Parent and Merger Sub as follows:

2.1 Organization and Corporate Power. ECI is a corporation duly
organized, validly existing and in good standing under the laws of The
Commonwealth of Massachusetts and is duly qualified and in good standing as a
foreign corporation in each other jurisdiction in which it owns or leases
properties, conducts operations or maintains a stock of goods, where failure to
so qualify would have a material adverse effect on the ECI or its business or
property, with full power and authority to carry on the business in which it is
engaged (a true and correct list of each such jurisdiction is set forth in
Schedule 2.1) and to execute and deliver and carry out the transactions
contemplated by this Agreement.

2.2 Due Authorization; Effect of Transaction. Except as set forth in
Schedule 2.2, the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby are not events which of themselves or
with the giving of notice or the passage of time or both, could constitute, on
the part of ECI, a violation of or conflict with or result in any breach of, or
default under the terms, conditions or provisions of, any judgment, law or
regulation, or of the articles of organization, as amended, or bylaws of ECI,
any agreement, instrument or understanding to which ECI is a party or by which
it is bound, or result in the creation or imposition of any lien, security
interest, charge or encumbrance of any nature whatsoever ("Encumbrance") on the
property or assets of ECI and no such event of itself or with the giving of
notice or the passage of time or both will result in the acceleration of the due
date of any obligation of ECI. All requisite corporate and other authorizations
for such execution, delivery, performance and satisfaction have been duly
obtained. This Agreement will, upon execution and delivery, be a legal, valid
and binding obligation of ECI, enforceable in accordance with its terms. ECI is
not in default in the performance, observance or fulfillment of any of the terms
or conditions of its articles of organization, as amended, or bylaws.

2.3 Financial Statements. Attached as Schedule 2.3 are the following
financial statements of ECI (collectively, the "Financial Statements"): (a) the
unaudited balance sheet (the "April Balance Sheet") of ECI as of April 30, 1999
(the "Balance Sheet Date"), (b) the related unaudited statements of income,
stockholders' equity and cash flows for the four months then ended, (c) the
unaudited balance sheet of ECI as of December 31, 1998, and (d) the related
unaudited statements of income, stockholders' equity and cash flows for the year
then ended. All of the Financial Statements are true, correct and complete, have
been prepared in accordance with GAAP consistently applied (except that none of
such statements include any notes or any supplemental schedules as may be
required by GAAP) and fairly present, in all material respects, the financial
condition of ECI and the results of its operations as at the dates

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<PAGE> 14
thereof and throughout the periods covered thereby. The Financial Statements
reflect or provide for all claims against, and all debts and liabilities of,
ECI, fixed or contingent, as at the dates thereof (other than miscellaneous
liabilities that do not exceed $5,000 in the aggregate), and there has not been
any change between the Balance Sheet Date and the date of this Agreement which
has affected materially or adversely the business or properties or condition or
prospects, financial or other, or results of operations of ECI, and no fact or
condition exists or is contemplated or threatened, which might cause any such
change at any time in the future, except that since the Balance Sheet Date ECI
has continued to incur negative results of operations and to be significantly
constrained by insufficient cash resources.

2.4 Liabilities. ECI has no liabilities of any nature, whether
absolute, contingent or otherwise, except as set forth in the April Balance
Sheet, other than (i) liabilities incurred after the Balance Sheet Date in the
ordinary course of business and (ii) miscellaneous liabilities that do exceed
$7,000 in the aggregate. ECI is generally in breach or default or in arrears in
respect of the terms or conditions of all such liabilities and no waiver or
forbearance has been granted by any holder of any such liability with respect to
any such liability.

2.5 Capitalization. The capitalization of ECI is as set forth in
Schedule 2.5. All of the outstanding capital stock of ECI is duly authorized and
validly issued, fully paid and nonassessable. All the outstanding capital stock
of ECI is owned of record and in the amounts and by the persons set forth on
Schedule 2.5. Except as set forth on Schedule 2.5, there are no options,
warrants, or securities exercisable for or convertible into shares of capital
stock of ECI ("Convertible Securities") nor are there any other rights,
agreements, or commitments obligating ECI, now or in the future, to issue or
sell any shares of its capital stock or any Convertible Securities. Sufficient
shares of authorized but unissued ECI Common Stock have been reserved by
appropriate corporate action in connection with the prospective exercise or
conversion of the Convertible Securities. Except as set forth in Schedule 2.5,
no person holds any phantom stock or other contractual rights the value of which
is determined, in whole or in part, by reference to the value of the capital
stock of ECI or the financial performance of ECI. There are no stock
appreciation rights granted by ECI. Except as set forth in Schedule 2.5, there
are no shares of preferred stock or bonds, debentures, notes or other
indebtedness of ECI which have the right to vote (or are exercisable for or
convertible into securities having the right to vote) on any matters on which
the stockholders of ECI have the right to vote. Except as set forth in Schedule
2.5, there are no outstanding contractual obligations of ECI to purchase, redeem
or otherwise acquire any shares of its capital stock or any other securities.

2.6 Dividends and Distributions. From the end of its most recent fiscal
year to the date hereof ECI has not declared or paid any dividend or declared or
made any distribution whatsoever to its stockholders, either in cash, stock or
other property, through purchases or redemptions of stock or otherwise.

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2.7 Subsidiaries. ECI does not own, directly or indirectly, any of the
capital stock of any corporation, association, trust or similar entity, any
interest in the equity of any partnership or similar entity, any share in any
joint venture, or any other equity or proprietary interest in any entity or
enterprise, however organized and however such interest may be denominated or
evidenced.

2.8 Leases. The leases listed and described in Schedule 2.8 constitute
all the leases of real or personal property under which ECI is bound or to which
ECI is a party. Each lease listed in Schedule 2.8 is valid, binding, subsisting
and enforceable in accordance with its terms, and, except as set forth in
Schedule 2.8, neither ECI nor, to the knowledge of ECI, any landlord or lessor
is in default or in arrears in the performance or satisfaction of any agreement
or condition on its part to be performed or satisfied thereunder, and no waiver
or indulgence has been granted by any of the landlords or lessors under said
leases. ECI is not the landlord or lessor under any leases of real or personal
property.

2.9 Encumbrances. Except as set forth in Schedule 2.9, ECI has good and
marketable title to all of its property and assets, real, personal or mixed,
tangible or intangible, that it purports to own, free and clear of any
mortgages, pledges, charges, liens, security interests, claims or other
encumbrances (collectively, "Encumbrances").

2.10 Employment Arrangements. Schedule 2.10 sets forth a true, correct
and complete list of all employment agreement, collective bargaining or other
labor agreement, any agreement containing severance or termination pay
arrangements, deferred compensation agreement, retainer or consulting
arrangements, pension or retirement plan, bonus or profit-sharing plan, stock
option or purchase plan or other employee contract or non-terminable (whether
with or without penalty) arrangement, group life, health, medical or
hospitalization insurance, plan or program or other employee or fringe benefit
plan, including vacation plans or programs and sick leave plans or programs
(collectively, the "Employment Arrangements") and a list of all employees of ECI
together with their salaries. Schedule 2.10 sets forth the basis of funding, and
the current status of, any past service liability with respect to any such plan
or agreement. Except as set forth on Schedule 2.10 ECI or its employees are not
now and for the past five years have not been subject to or involved in or, to
the knowledge of ECI, threatened with any union elections, petitions therefor or
other organizational activities. ECI has performed and paid all obligations
required to be performed or paid under all such agreements, plans and
arrangements and is not in breach of or in default or arrears under the terms
thereof.

2.11 Material Contracts and Arrangements. Except as set forth in
Schedule 2.11, ECI is not a party to any written or oral (a) contract or
arrangement with any college, university or other institution, (b) contract or
arrangement with any educational testing service (c) contract for the purchase
or sale of services which could cause ECI to incur or receive fees in excess of
$3,000 in any month or $25,000 in the aggregate during the term of such contract
or arrangement, (d) contract for the future purchase of fixed assets or for the
future purchase of

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<PAGE> 16
materials, supplies or equipment in excess of normal operating requirements; (e)
agreement or indenture relating to the borrowing of money or to the mortgaging,
pledging or otherwise placing a lien on any assets of the Corporation; (f)
guaranty of any obligation for borrowed money or otherwise; (g) license or lease
agreement with respect to any Intellectual Property Rights (as defined in
Section 2.17); (h) agreement or other commitment for capital expenditures in
excess of $5,000; or (i) any other contract, agreement, arrangement or
understanding which is material to the business of the Corporation or which is
material to a prudent investor's understanding of the business of the
Corporation. Except as set forth in Schedule 2.11, the Corporation is not
engaged in any negotiations which could lead to any such contract, agreement,
arrangement, understanding or commitment. Each of contracts or arrangements
listed in Schedule 2.11 is valid, binding, subsisting and enforceable in
accordance with its terms and ECI has performed all obligations required to be
performed under any such contract or arrangement and is not in breach or default
or in arrears in any material respect or in any other respect which would permit
the other party to cancel such contract or arrangement under the terms thereof.
To the knowledge of each Principal, each of the contracts set forth in Schedule
2.11 calling for the performance of services can be satisfied or performed by
ECI without any loss to ECI.

2.12 Ordinary Course of Business. ECI, from the Balance Sheet Date to
the date hereof,

(a) has operated its business in the normal, usual and
customary manner in the ordinary and regular course of business;

(b) has not sold or otherwise disposed of any of its
properties or assets, other than inventory sold in the ordinary course of
business;

(i) has not amended or terminated any outstanding
lease, contract or agreement,

(ii) has not incurred any obligations or liabilities
(fixed, contingent or other), and

(iii) has not entered any commitments;

(d) has not discharged or satisfied any Encumbrance or paid
any obligation or liability (absolute or contingent) other than current
liabilities or obligations under contracts then existing or thereafter entered
into in the ordinary course of business, and commitments under leases existing
on that date or incurred since that date in the ordinary course of business;

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(e) has not mortgaged, pledged or subjected to any
Encumbrance, any of its assets, tangible or intangible;

(f) has not sold or transferred any tangible asset or canceled
any debts or claims except in each case in the ordinary course of business;

(g) has not sold, assigned or transferred any Intellectual
Property Rights (as defined in Section 2.17) or other intangible assets;

(h) has not increased the compensation payable or to become
payable to any of its officers, employees, or agents;

(i) has not suffered any material damage, destruction or loss
(whether or not covered by insurance) or any acquisition or taking of property
by any domestic, foreign, Federal or local public body or authority, including
any court department, commission, board bureau, agency or instrumentality
("Governmental Entity");

(j) has not waived any rights which individually or in the
aggregate exceed $5,000;

(k) has not experienced any organized work stoppage or
industrial action; or

(l) has not entered into any other transaction or transactions
which individually or in the aggregate are material to ECI, other than in the
ordinary course of business.

2.13 Litigation and Compliance with Laws.

(a) Schedule 2.13 contains a brief description of all
litigation or legal or other actions, suits, proceedings or investigations, at
law or in equity or admiralty, or before any Governmental Entity, in which ECI
or any of its officers or director, in such capacity, is engaged, or, to the
knowledge of ECI, with which ECI or any of its officers or director is
threatened in connection with the business or affairs or properties or assets of
ECI.

(b) Schedule 2.13 contains a true, correct and complete list
of all permits, licenses, approvals, authorizations, and other permissions from
Governmental Entities necessary or desirable for the operation of ECI's business
(collectively, the "Operating Permits"). ECI is and at all times since its
inception has been in compliance with all laws and governmental rules and
regulations, domestic and foreign, and all requirements of the Operating Permits
and insurance carriers, applicable to its business or affairs or properties or
assets, including those relating to environmental protection, water or air
pollution and similar matters.

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2.14 Tax Returns. ECI has filed, in accordance with applicable law, all
federal, state, county and local income and franchise tax returns and all real
and personal property tax returns which are required to be filed, and all such
returns were true, correct and complete in all material respects. All taxes owed
by ECI (whether or not shown on any tax return) have been paid. The provision
for taxes shown on the April Balance Sheet is sufficient to satisfy all taxes of
any kind of ECI, including interest and penalties in respect thereof, whether
disputed or not, and whether accrued, due, absolute, deferred, contingent or
other for all periods ended on or prior to the Balance Sheet Date. As of the
date hereof no tax liabilities have been assessed or proposed which remain
unpaid, and ECI has not signed any extension agreement with the Internal Revenue
Service or any other Governmental Entity. ECI has paid all taxes which have
become due pursuant to such returns and has paid all installments of estimated
taxes due. All taxes and other assessments and levies which ECI is required by
law to withhold or to collect have been duly withheld and collected, and have
been paid over to the proper Governmental Entities to the extent due and
payable. From the end of its most recent fiscal year to the date hereof ECI has
not made any payment of or on account of any federal, state or local income,
franchise or any real or personal property taxes, except as set forth in
Schedule 2.14. Neither ECI nor any Principal is aware of any basis upon which
any assessment for a material amount of additional federal income taxes could be
made. The information shown on the federal income tax returns of ECI heretofore
delivered to Parent is true, accurate and complete and fairly presents the
information purported to be shown.

2.15 [INTENTIONALLY OMITTED]

2.16 Environmental Matters. ECI has not caused or allowed, or
contracted with any party for, the generation, use, transportation, treatment,
storage or disposal of any Hazardous Substances (as defined below) in connection
with the operation of its business or otherwise. ECI, the operation of its
business, and any real property that ECI owns, leases or otherwise occupies or
uses (the "Premises") are in compliance with all applicable Environmental Laws
(as defined below) and orders or directives of any Governmental Entities having
jurisdiction under such Environmental Laws, including any Environmental Laws or
orders or directives with respect to any cleanup or remediation of any release
or threat of release of Hazardous Substances. ECI has not received any citation,
directive, letter or other communication, written or oral, or any notice of any
proceeding, claim or lawsuit, from any person arising out of the ownership or
occupation of the Premises, or the conduct of its operations, and ECI is not
aware of any basis therefor. ECI has obtained and is maintaining in full force
and effect all necessary permits, licenses and approvals required by all
Environmental Laws applicable to the Premises and the business operations
conducted thereon (including operations conducted by tenants on the Premises),
and is in compliance with all such permits, licenses and approvals. ECI has not
caused or allowed a release, or a threat of release, of any Hazardous Substance
onto, at or near the Premises, and, to the knowledge of ECI, neither the
Premises nor any property at or near the Premises has ever been subject to a
release, or a threat of release, of any Hazardous Substance. For the purposes of
this Agreement, the term "Environmental Laws" shall mean any Federal,

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state or local law or ordinance or regulation pertaining to the protection of
human health or the environment, including the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. Sections 9601, et seq., the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Sections 11001, et
seq., and the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et
seq. For the purposes of this Agreement, the term "Hazardous Substances" shall
include oil and petroleum products, asbestos, polychlorinated biphenyls, urea
formaldehyde and other materials classified as hazardous or toxic under any
Environmental Laws.

2.17 Intellectual Property. Except in each case as set forth in
Schedule 2.17.

(a) ECI owns or has the right to use all Intellectual Property
Rights (as defined below) necessary or required for the conduct of its business
as presently conducted or as proposed to be conducted, which Intellectual
Property Rights are identified in said Schedule 2.17;

(b) no royalties or other amounts are payable by ECI to other
persons by reason of the ownership or use of said Intellectual Property Rights;

(c) no product or service marketed or sold or proposed to be
marketed or sold by ECI violates or will violate any license or infringes any
Intellectual Property Rights of another, nor has ECI received any notice that
any of such Intellectual Property Rights or the operation or proposed operation
of ECI's business conflicts or will conflict with the rights of others; and

(d) there are no claims pending or, to the knowledge of ECI,
threatened with respect to any Intellectual Property Rights necessary or
required for the conduct of ECI's business as presently conducted or as proposed
to be conducted, nor does there exist any basis therefor.

As used herein, the term "Intellectual Property Rights" means all patents,
trademarks, service marks, trade names, copyrights, inventions, trade secrets,
know-how, proprietary processes and formulae, domain names, and applications for
patents, trademarks, service marks and copyrights, and other industrial and
intellectual property rights.

2.18 Insurance Policies. The insurance policies listed and described
briefly in Schedule 2.18 constitute all of the policies in force and effect in
respect of the business, properties and assets, including insurance on
personnel, of ECI. ECI is not in default under any such policy. The insurance
policies so listed and identified are sufficient in nature, scope and amounts to
insure adequately (and, in any event, in amounts sufficient to prevent ECI from
becoming a co-insurer within the terms of such policies) the business,
properties and assets of ECI. ECI has not been refused insurance by any
insurance carrier to which it has applied for insurance.

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2.19 Extraordinary Events. From the end of its most recent fiscal year
to the date hereof, neither the business or properties or condition, financial
or other, or results of operations of ECI have been materially and adversely
affected in any way as the result of any fire, explosion, accident, casualty,
labor disturbance, requisition or taking of property by any Governmental Entity,
flood, embargo, or Act of God or the public enemy, or cessation, interruption or
diminution of operations, whether or not covered by insurance.

2.20 Material Information. Neither the Financial Statements nor this
Agreement (including the Schedules and Exhibits hereto) nor any certificate or
other information or document furnished or to be furnished by ECI or any
Principal to Parent or Merger Sub contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make the statements herein or therein
not misleading.

2.21 Certain Transactions. None of the officers, directors or employees
of ECI is presently a party to any transaction with ECI (other than for services
as officers, directors and employees), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring
payments to or from, any officer, director, any such employee, any member of a
family of any officer, director or such employee or any corporation,
partnership, trust or other entity in which any officer, director or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

2.22 No Governmental Authorizations or Approvals Required. No
authorization or approval of, or filing with, any Governmental Entity will be
required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

2.23 Employee Benefit Plans. Except as set forth in Schedule 2.10, ECI
does not have or otherwise contribute to or participate in any employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

2.24 No Broker's or Finder's Fees. Except as set forth in Schedule
2.24, none of ECI or any of its officers, directors, employees or stockholders
has paid or become obligated to pay any fee or commission to any broker, finder,
financial advisor or intermediary in connection with the transactions
contemplated by this Agreement.

2.25 ECI Stockholders. Except as set forth in Schedule 2.25, each
stockholder of ECI is an "accredited investor" within the meaning of Rule 501
promulgated under the Securities Act.

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2.26 Proxies. On or before the date of this Agreement, ECI has
delivered to Parent original, Irrevocable Proxies of ECI stockholders who hold,
in the aggregate, more than 67% of all the outstanding shares of ECI Common
Stock having a right to vote at the stockholder meeting called, or to be called,
for purposes of voting on the Merger Proposal (as hereafter defined), which
proxies appoint the Principals as the attorneys-in-fact for the ECI Stockholders
granting such proxies (with full power of substitution) and which proxies direct
the Principals to vote all shares subject to such proxies in favor of the Merger
Proposal. Such Irrevocable Proxies are hereinafter referred to as the "ECI
Proxies".

2.27 Continuing Representations. The representations and warranties of
ECI herein contained (a) relating to non-tax matters shall survive the Closing
for a period of 3 years and (b) relating to tax and ERISA matters shall survive
the Closing for the applicable statute of limitations.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PRINCIPALS

Each of the Principals, severally and not jointly, represents and
warrants to Parent and Merger Sub as follows:

3.1 Authority of the Principals. Such Principal has the power to enter
into this Agreement and the other agreements contemplated hereby to be signed by
such Principal and to consummate the transactions contemplated hereby and
thereby. Such Principal has good and marketable title to the shares of ECI
Common Stock purportedly owned by such Principal as shown in Schedule 2.5, free
and clear of all Encumbrances. This Agreement and the other agreements
contemplated hereby to be signed by such Principal have been duly executed and
delivered by such Principal, and constitute the valid and binding obligations of
such Principal, enforceable against such Principal in accordance with their
respective terms.

3.2 No Conflict. Neither the execution and delivery of this Agreement
by such Principal and the other agreements contemplated hereby to be signed by
such Principal, nor the performance by such Principal of such Principal's
obligations hereunder or thereunder, nor the consummation by such Principal of
the transactions contemplated hereby or thereby will with or without the giving
of notice or the lapse of time, or both, conflict with, or result in any
violation or breach of, or constitute a default under, or result in any right to
accelerate or result in the creation of any Encumbrance pursuant to, or right of
termination under, any provision of any note, mortgage, indenture, lease,
instrument or other agreement, permit, concession, grant, franchise, license,
judgment, order, decree, statute, ordinance, rule or regulation to which such
Principal is a party or by which such Principal or any of such Principal's
assets or properties is bound or which is applicable to such Principal or any of
such Principal's assets or properties.

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<PAGE> 22
3.3 No Broker's or Finder's Fees. Such Principal has not paid or become
obligated to pay any fee or commission to any broker, finder, financial advisor
or intermediary in connection with the transactions contemplated by this
Agreement.

3.4 Restricted Securities. Such Principal understands that the shares
of Parent Common Stock and Parent Series B Stock to be received by such
Principal upon conversion of such Principal's shares of ECI Common Stock in the
Merger have not been registered under the Securities Act or qualified under the
securities or "blue sky" laws of any jurisdiction, and other than pursuant to
its obligations under the Registration Agreement (as defined in Section 5.5),
Parent is not, nor will it be, under any obligation to register such shares of
Parent Common Stock under the Securities Act or the "blue sky" laws of any
jurisdiction. Such Principal further understands that such shares of Parent
Common Stock and Parent Series B Stock will constitute "restricted securities"
within the meaning of Rule 144 promulgated under the Securities Act and that, as
such, such shares of Parent Common Stock and Parent Series B Stock must be held
indefinitely unless they are subsequently registered under the Securities Act or
unless an exemption from the registration requirements thereof is available.

3.5 Acquired for Investment. Such Principal is acquiring the shares of
Parent Common Stock and Parent Series B Stock to be received by such Principal
in the Merger for such Principal's own account for investment and not for, with
a view to or in connection with any resale or distribution thereof.

3.6 Sophistication. Such Principal by reason of such Principal's
business and financial experience, and the business and financial experience of
those persons retained by such Principal to advise such Principal with respect
to such Principal's investment in the shares of Parent Common Stock and Parent
Series B Stock to be received by such Principal in the Merger, has such
knowledge, sophistication and experience in business and financial matters as to
be capable of evaluating the merits and risks of the prospective investment, and
is able to bear the economic risk of such investment and is able to afford a
complete loss of such investment. Such Principal acknowledges that such
Principal has been granted the opportunity to ask questions of, and receive
answers from, representatives of Parent concerning Parent and the Parent Common
Stock and Parent Series B Stock that such Principal is receiving in the Merger
and to obtain any additional information that such Principal deems necessary to
verify the accuracy of the answers such Principal received from such
representatives. Such Principal represents and warrants that he is an
"accredited investor" within the meaning of Rule 501 promulgated under the
Securities Act.

3.7 Continuing Representations. The representations and warranties of
the Principals herein contained shall survive the Closing for a period of 3
years.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub, jointly and severally, represent and warrant to
ECI and the Principals as follows:

4.1 Organization and Corporate Power. Parent is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York and is duly qualified and in good standing in each other jurisdiction
in which it owns or leases properties, conducts operations or maintains a stock
of goods, where failure to so qualify would have a material adverse effect on
Parent or its business or property, with full corporate power and authority to
carry on the business in which it is engaged and to execute and deliver and
carry out the transactions contemplated by this Agreement. Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is duly qualified and in good standing in each
other jurisdiction in which it owns or leases properties, conducts operations or
maintains a stock of goods, where failure to so qualify would have a material
adverse effect on Merger Sub or its business or property, with full corporate
power and authority to carry on the business in which it is engaged and to
execute and deliver and carry out the transactions contemplated by this
Agreement.

4.2 Due Authorization; Effect of Transaction. No provision of Parent's
or Merger Sub's Certificate of Incorporation or By-laws, or of any agreement,
instrument or understanding, or any judgment, decree, rule or regulation, to
which Parent or Merger Sub is a party or by which it is bound, have been or will
be violated by the execution by Parent or Merger Sub of this Agreement or the
performance or satisfaction of any agreement or condition herein contained upon
the part of Parent or Merger Sub to be performed or satisfied, and all requisite
corporate and other authorizations for such execution, delivery, performance and
satisfaction have been duly obtained. This Agreement will upon execution and
delivery be a legal, valid and binding obligation of each of Parent and Merger
Sub, enforceable in accordance with its terms.

4.3 Capitalization. The authorized capital stock of Merger Sub consist
of 1,000 shares of Common Stock, $.01 par value per share, all of which are
issued, outstanding and owned beneficially and of record by Parent. The
authorized capital stock of Parent consists of 100,000,000 shares of Parent
Common Stock and 10,000,000 shares of preferred stock, $.01 par value per share
("Parent Preferred Stock"). Schedule 4.3 sets forth the capitalization of Parent
as of April 30, 1999. All issued and outstanding shares of Parent Common Stock
and Parent Preferred Stock have been duly authorized and validly issued, are
fully paid and nonassessable, are not subject to any right of rescission, and
have been offered, issued, sold and delivered by Parent in compliance with all
registration or qualification requirements (or applicable exemptions therefrom)
of applicable federal and state securities laws.

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<PAGE> 24
4.4 SEC Documents; Financial Statements. Parent has made available to
ECI and the Principals a true and complete copy of each report, schedule,
registration statement and definitive proxy statement filed by Parent with the
Securities Exchange Commission (the "Commission") since June 30, 1997 (as such
documents have since the time of their filing been amended, the "Parent SEC
Documents"), which are all the documents (other than preliminary material) that
Parent was required to file with the Commission since such date. As of their
respective dates, the Parent SEC Documents and any forms, reports and other
documents filed by Parent after the date of this Agreement complied or will
comply in all material respects with the requirements of the Securities Act or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the
case may be, and the rules and regulations of the Commission thereunder
applicable to such Parent SEC Documents or such other forms, reports or other
documents, and none of the Parent SEC Documents contained, or will contain at
the time they are filed, any untrue statement of a material fact or omitted, or
will omit at the time they are filed, to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of Parent included in the Parent SEC Documents comply as to form in
all material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect thereto, have
been prepared in accordance with GAAP applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto or, in the
case of the unaudited statements, as permitted by Form 10-QSB of the Commission)
and fairly present (subject, in the case of the unaudited statements, to normal,
recurring audit adjustments, which were not individually or in the aggregate
material) in all material respects the financial position of Parent as at the
dates thereof and the results of its operations and cash flows for the periods
then ended.

4.5 Continuing Representations. The representations and warranties of
Parent and Merger Sub herein contained shall survive the Closing for a period of
3 years.

ARTICLE 5
ADDITIONAL AGREEMENTS

5.1 Conduct of ECI Business Pending Closing. Without the prior written
consent of Parent, ECI, from the date hereof to the Closing Date,

(a) will not operate its business in any manner other than in
the normal, usual and customary manner in the ordinary and regular course of
business;

(b) will not sell or otherwise dispose of any of its
properties or assets, other than inventory of finished goods sold in the
ordinary course of business;

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<PAGE> 25
(c) except in each case in the ordinary course of business,

(i) will not amend or terminate any outstanding
lease, contract or agreement,

(ii) will not incur any obligations or liabilities
(fixed, contingent or other), and

(iii) will not enter into any commitments;

(d) will not make any unusual transactions in its inventory or
any additions to its property or any purchases of machinery or equipment, except
for normal maintenance and replacements;

(e) will not discharge or satisfy any Encumbrance or pay any
obligation or liability (absolute or contingent) other than current liabilities
or obligations under contracts now existing or hereafter entered into in the
ordinary course of business, and commitments under leases now existing;

(f) will not mortgage, pledge or subject to lien or any other
Encumbrances, any of its assets, tangible or intangible unless such Encumbrance
is discharged before the Closing;

(g) will not sell or transfer any tangible asset or cancel any
debts or claims except in each case in the ordinary course of business;

(h) will not sell, assign or transfer any of its Intellectual
Property Rights or other intangible assets;

(i) will not increase the rate of compensation payable or to
become payable to any of its officers, employees, or agents;

(j) will not suffer any material damage, destruction or loss
(whether or not covered by insurance) or any acquisition or taking of property
by any Governmental Entity;

(k) will not waive any rights of substantial value; or

(l) will not enter into any other transaction or transactions
which individually or in the aggregate are material to ECI.

5.2 Expenses. ECI shall be responsible for all costs and expenses
(including fees and disbursements of consultants, investment bankers, and other
financial advisors, brokers

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and finders, counsel and accountants) incurred by it in connection with the
matters contemplated hereby, provided, however, that the Principals shall be
responsible for all such costs and expenses (other than the fees and
disbursements of accountants) in excess of $20,000. The Principals shall
indemnify and hold harmless Parent and the Surviving Corporation from and
against any and all such costs and expenses (other than the fees and
disbursements of accountants) in excess of $20,000. Parent and Merger Sub shall
be responsible for all costs and expenses (including fees and disbursements of
consultants, investment bankers, and other financial advisors, brokers and
finders, counsel and accountants) incurred by them in connection with the
matters contemplated hereby.

5.3 Restrictions on Resale.

(a) Transfers Without Registration. Each Principal shall not
sell or otherwise dispose of any shares of Parent Common Stock or Parent Series
B Stock without registration under the Securities Act and qualification under
the "blue sky" laws of the appropriate jurisdiction, unless an exemption from
registration and qualification thereunder is available. In connection with the
proposed transfer of any shares of Parent Common Stock that have not been
registered under the Securities Act, the Principal attempting to transfer such
shares shall deliver written notice to Parent describing in reasonable detail
the proposed transfer, together with an opinion, in form and substance
reasonably satisfactory to Parent and its counsel, of counsel which (to Parent's
reasonable satisfaction) is knowledgeable in securities laws matters, to the
effect that such transfer of shares of Parent Common Stock or Parent Series B
Stock may be effected without registration under the Securities Act and
qualification under any applicable state securities laws.

(b) Legend. Each certificate for the shares of Parent Common
Stock or Parent Series B Stock to be delivered to stockholders of ECI pursuant
to the Merger will be imprinted with a legend in substantially the following
form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR
QUALIFIED UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY
JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR
QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND
SUCH BLUE SKY LAWS AND AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY TO SUCH EFFECT.

5.4 Convertible Securities. After entering into this Agreement, ECI, if
it has not already done so, shall notify each holder of Convertible Securities
(collectively, the "Optionholders") of the proposed Merger and shall use its
best efforts to cause each

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Optionholder to exercise or convert all of the Convertible Securities held by
such Optionholder immediately prior to the Closing. ECI shall cause any
Convertible Securities that are not exercised or converted immediately prior to
the Closing to be terminated and cancelled to the fullest extent that it may
legally do so. The Principal Stockholders shall indemnify Parent and the Merger
Sub for any claims of the Optionholders relating to any Convertible Securities.

5.5 Registration Agreement. At the Closing, Parent, the Principals and
the Principals' Agent shall enter into a Registration Agreement (the
"Registration Agreement") substantially in the form of Exhibit 5.5.

5.6 Escrow Agreement. At the Closing, Parent, the Escrow Group
Stockholders and the Principals' Agent shall enter into the Escrow Agreement
with the Escrow Agent.

5.7 Paxton Employment Agreement. At the Closing, Parent, Merger Sub and
Paxton shall enter into an Employment Agreement substantially in the form of
Exhibit 5.7 (the "Paxton Employment Agreement").

5.8 Paxton Option Agreement. At the Closing, Parent and Paxton shall
enter into a Nonqualified Stock Option Agreement substantially in the form of
Exhibit 5.8 (the "Paxton Option Agreement").

5.9 Burgess Consulting Agreement. At the Closing, Parent, Merger Sub
and Burgess shall enter into an Consulting Agreement substantially in the form
of Exhibit 5.9 (the "Burgess Consulting Agreement").

5.10 Parent Charter Amendment. At the Closing, Parent shall execute and
file a certificate of amendment to its certificate of incorporation designating
the powers, preferences, limitations and relative rights of the Parent Series B
Stock. Such certificate of amendment shall be substantially in the form of
Exhibit 5.10.

5.11 Public Announcements. Parent shall have sole control of the
content and timing of any press release or other public disclosure of
information concerning the Merger or the other transactions contemplated hereby.

5.12 Stockholders Meeting. Promptly after execution of this Agreement,
ECI shall send notice to its stockholders of a stockholders meeting for the
purposes of approving this Agreement and the consummation of the Merger and the
other transactions contemplated hereby (the "Merger Proposal"). Such meeting
shall be scheduled and held as soon as permitted by the MBCL and ECI's articles
of organization, as amended, and bylaws after the giving of such notice. After
obtaining stockholder approval of the Merger Proposal in accordance with the
MBCL, at the Closing, ECI shall take whatever action is necessary under

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the MBCL and ECI's articles of organization, as amended, and bylaws to file the
Articles of Merger with the Secretary of State of The Commonwealth of
Massachusetts.

5.13 Approval of Principals; Proxy. Each Principal hereby irrevocably
appoints Richard A. Fisher and Kevin J. High, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of such Principal's rights
with respect to (i) the shares of capital stock of ECI beneficially owned by
such Principal and any and all other shares or securities of ECI issued or
issuable to such Principal on or after the date hereof (collectively, with
respect to each such Principal, his "Shares"), and (ii) the shares of capital
stock of ECI controlled by such Principal pursuant to the ECI Proxies, until the
earlier to occur of (A) the termination of this Agreement in accordance with its
terms or (B) the Effective Time. Upon the execution of this Agreement, all prior
proxies given by each Principal with respect to his Shares on or after the date
hereof are hereby revoked and no subsequent proxies will be given. This proxy is
irrevocable and is granted in consideration of Parent entering into this
Agreement. The attorneys and proxies named above will be empowered at any time
prior to termination of this Agreement to exercise all voting and other rights
(including the power to execute and deliver written consents with respect to
each Principal's Shares) of each Principal at every annual, special or adjourned
meeting of ECI stockholders, and in every written consent in lieu of such a
meeting, or otherwise, (i) in favor of the Merger Proposal and any matter that
could reasonably be expected to facilitate the Merger, and (ii) against approval
of any proposal (A) made in opposition to or competition with consummation of
the Merger, (B) for any merger, consolidation, sale of assets, reorganization or
recapitalization, with any party other than with Parent and its affiliates, and
(C) for the liquidation or winding up of ECI. Without limiting the generality of
this Section 5.13, this proxy shall be binding upon the successors and assigns
of the Principals.

5.14 Exclusivity. Except as provided in Sections 5.4 and 5.12, from and
after the date of this Agreement until the earlier of the Effective Time and
termination of this Agreement in accordance with Article 8, ECI shall not,
directly or indirectly, through its affiliates, agents, stockholders, officers,
directors or otherwise, (a) solicit, initiate, participate in discussions or
negotiations or otherwise cooperate in any way with, or provide any information
to any person, entity or group other than Parent concerning, any tender offer,
exchange offer, merger, business combination, sale of all or substantially all
of ECI's assets, sale of shares of capital stock or similar transaction
involving ECI or (b) effect, or enter into any agreement to effect, any such
transaction. ECI shall promptly communicate to Parent the terms of any proposal
or offer or request for information which it may receive in respect of any such
proposed transaction.

5.15 Reasonable Efforts. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws

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and regulations to consummate and make effective the Merger and the other
transactions contemplated by this Agreement.

5.16 Tax Related Agreements.

Neither Merger Sub nor Parent will cause or permit any
amendment of any tax return of ECI for any period ending on or prior to the date
of the Closing to be filed without the prior written consent of both Principals
which consent will not be unreasonably withheld, delayed or conditioned.

Neither Merger Sub nor Parent has taken or failed to take, or
will take or fail to take any action which has or would have caused or will
cause the Merger to fail to qualify as a tax-free reorganization under the
provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal
Revenue Code. Parent and Merger Sub will treat the Merger as a reorganization
pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal
Revenue Code. Neither ECI nor the Principals has taken or failed to take, or
will take or fail to take any action which has or would have caused or will
cause the Merger to fail to qualify as a tax-free reorganization under the
provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal
Revenue Code.

ECI, Merger Sub and Parent shall cooperate to the extent
reasonably requested by the other part, in connection with the preparation any
filing of any tax return, statement, form or report (including any report
required by federal Treasury Regulations), and any audit, litigation or other
proceeding with respect to taxes. Such cooperation shall include (i) the
provision of information reasonably requested by ECI or any of its stockholders
regarding any tax period ending upon or prior to the Effective Time, (ii) the
provision of book and tax workpapers related to any returns filed or to be filed
for any tax period ending upon or prior to the Effective Time and (iii) the
retention and the provision of records and information (including employees to
explain any material so provided) relevant to any such matter. Merger Sub and
Parent agree to retain for the time periods required by law books and records
with respect to tax matters pertinent to ECI relating to any tax period ending
upon or prior to the Effective Time and to abide by all record retention
requirements of any taxing authority.

ARTICLE 6
CONDITIONS PRECEDENT

6.1 Conditions to Obligations of Parent and Merger Sub. All obligations
of Parent and Merger Sub under this Agreement are subject to satisfaction (or
waiver by Parent and Merger Sub) of the following conditions precedent at or
before the Closing.

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(a) No Opposition. No suit, action or proceeding shall be
pending or threatened at any time prior to or on the date of the Closing before
or by any Governmental Entity seeking to restrain or prohibit, or damages or
other relief in connection with, the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby or which might
materially and adversely affect the business or properties or condition,
financial or other, or results of operations of Parent or Merger Sub.

(b) Corporate Proceedings. All corporate and other proceedings
to be taken by ECI and all waivers and consents to be obtained in connection
with the transactions contemplated by this Agreement shall have been taken or
obtained and all documents incident to such transactions shall be reasonably
satisfactory in form and substance to Parent and its counsel, who shall have
received all such originals or certified or other copies of such documents as
they may reasonably request. Without limiting the generality of the foregoing,
the Merger Proposal shall have been approved by the requisite vote of the
stockholders of ECI in accordance with the MBCL and the Articles of Merger shall
have been filed with the Secretary of State of The Commonwealth of Massachusetts
and no stockholders of ECI shall have exercised dissenters rights.

(c) Representations and Warranties Correct. The
representations and warranties made by ECI in Article 2 and the Principals in
Article 3 shall be true and correct in all material respects when made, and,
except as provided in Section 6.1(e) shall be true and correct in all material
respects immediately prior to the Closing with the same force and effect as if
they had been made at and immediately prior to the Closing.

(d) Compliance with Covenants. ECI and the Principals shall
have duly complied with and performed all covenants and agreements of ECI and
the Principals herein which are required to be complied with and performed at or
before the Closing.

(e) Certificates of Compliance. ECI and each Principal shall
have provided to Parent and Merger Sub a certificate, dated the date of the
Closing, in form and substance reasonably satisfactory to Parent, confirming
compliance with the conditions set forth in Sections 6.1(c) and 6.1(d). ECI
shall attach to its certificate of compliance a revised draft of Schedule 2.5,
dated the date of the Closing, which confirms that all of the Convertible
Securities of ECI have been terminated and cancelled in accordance with Section
5.4.

(f) Closing Balance Sheet. At the Closing, ECI shall deliver
to Parent and Merger Sub an unaudited balance sheet of ECI as of a moment
immediately prior to the Closing Date (the "Closing Balance Sheet") and a
certificate signed by the Principals representing and warranting that the
Closing Balance Sheet has been prepared in accordance with GAAP consistently
applied and fairly presents, in all material respects, the financial condition
of ECI as of a moment immediately prior to the Closing Date; provided, that the
Closing Balance Sheet shall not take into account any obligations owed by ECI to
USA Group

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and need not include any notes or supplemental schedules as may be required by
GAAP. For the purposes of this Agreement, the total liabilities of ECI as of a
moment immediately prior to the Closing Date, as reflected in the Closing
Balance Sheet, are hereinafter referred to as the "Closing Date Liabilities".

(g) Opinion of Counsel. At the Closing, Parent and Merger Sub
shall have received from Gordon A. Carpenter, counsel for ECI, an opinion
addressed to Parent and Merger Sub, dated the date of the Closing, to the effect
set forth in Exhibit 6.1(g). In addition, ECI shall have received an opinion of
counsel (in formal substance reasonably satisfactory to Parent) that the Merger
constitutes a reorganization described in Section 368(a)(1) A and 2(D) of tax
code.

(h) Related Agreements and Documents. At or before the
Closing, the parties thereto shall have executed and delivered the following
agreements to Parent and Merger Sub:

(i) The Escrow Agreement;

(ii) The Paxton Employment Agreement;

(iii) The Paxton Option Agreement; and

(iv) The Burgess Consulting Agreement.

(i) USA Group Settlement. USA Group Enterprises, Inc. and its
affiliates shall have executed and delivered to Parent and ECI a general release
in form and substance satisfactory to Parent in its sole discretion.

(j) Third Party Consents. ECI shall have obtained the consents
of any third parties that are required in order to consummate this Agreement and
the transactions contemplated herein, and each such consent shall be in full
force and effect.

(k) Operating Permits. The Merger Sub shall have obtained all
Operating Permits which Parent shall, in the exercise of its sole discretion,
deem necessary or desirable for the operation by the Surviving Corporation of
the business of ECI after the Closing.

(l) Diligence. Parent and Merger Sub shall have completed its
diligence review of the business, properties, assets and liabilities of ECI,
with results reasonably satisfactory to Parent and Merger Sub.

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(m) All Convertible Securities shall have been converted or
exercised prior to the Effective Time and ECI shall have no securities other
than common stock outstanding. No stockholders of ECI shall have exercised
appraisal rights.

(n) Parent shall be satisfied in the exercise of its sole
discretion that ECI has, and can transfer to Merger Sub, all rights to
intellectual property (including software) necessary or desirable for the
operation of ECI's business free and clear of any and all encumbrances of any
nature (including any claim of Wolf Rock Corporation).

6.2 Conditions to Obligations of ECI and Principals. All
obligations of ECI and the Principals under this Agreement are subject to
satisfaction (or waiver by ECI and the Principals) of the following conditions
precedent at or before the Closing:

(a) No Opposition. No suit, action or proceeding shall be
pending or threatened at any time prior to or on the date of the Closing before
or by any Governmental Entity seeking to restrain or prohibit, or damages or
other relief in connection with, the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby or which might
materially and adversely affect the business or properties or condition,
financial or other, or results of operations of ECI.

(b) Corporate Proceedings. All corporate and other proceedings
to be taken by Parent, Merger Sub and the stockholders of ECI and all waivers
and consents to be obtained in connection with the transactions contemplated by
this Agreement, shall have been taken or obtained and all documents incident to
such transactions shall be reasonably satisfactory in form and substance to ECI
and its counsel, who shall have received all such originals or certified or
other copies of such documents as they may reasonably request. Without limiting
the generality of the foregoing, the Merger shall have been approved by the sole
stockholder of Merger Sub in accordance with the DGCL and the Certificate of
Merger shall have been filed with the Secretary of State of the State of
Delaware.

(c) Representations and Warranties Correct. The
representations and warranties made by Parent and Merger Sub in Article 4 shall
be true and correct in all material respects when made, and shall be true and
correct in all material respects at the time of the Closing with the same force
and effect as if they had been made at and as of the time of the Closing.

(d) Compliance with Covenants. Parent and Merger Sub shall
have duly complied with and performed all covenants and agreements of Parent and
Merger Sub herein which are required to be complied with and performed at or
before the Closing.

(e) Related Agreements and Documents. At or before the
Closing, the parties thereto shall have executed and delivered the following
agreements to ECI:

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(i) The Paxton Employment Agreement;

(ii) The Paxton Option Agreement;

(iii) The Burgess Consulting Agreement; and

(iv) The Registration Agreement.

ARTICLE 7
INDEMNIFICATION.

7.1 Indemnification by Principals

(a) The Principals shall (without any right of contribution
from ECI or the Surviving Corporation or any right of indemnification against
ECI or the Surviving Corporation) jointly and severally indemnify, defend and
hold harmless Parent and Merger Sub and each of their respective directors,
officers and agents (collectively, the "Parent Group") from and against the
amount of any damage, loss, cost or expense, including reasonable attorneys'
fees and settlement costs ("Loss"), suffered, incurred or paid by any member of
the Parent Group occasioned or caused by, resulting from or arising out of the
following (collectively, "Parent Claims"):

(i) Any failure by ECI or the Principals to perform,
abide by or fulfill any of the agreements, covenants or obligations of
ECI or the Principals set forth in or entered into, in connection with
this Agreement;

(ii) Any breach of any of the representations or
warranties set forth in this Agreement, or any certificate or Schedule
or other writing furnished pursuant hereto;

(iii) Any fraud or wilful or deliberate wrongdoing of ECI
or any Principal;

(iv) Any claim, known or unknown, arising out of or by
virtue of or based upon any liability or obligation of ECI which is not
disclosed in any Schedule to this Agreement and is required so to be;

(v) Any claim, known or unknown, arising out of or by
virtue of or based upon any failure by ECI to perform any obligation or
satisfy any liability under

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any contract or agreement of ECI, to the extent any such obligation or
liability was required to be performed or satisfied at or prior to the
Closing;

(vi) Any liability or obligation for any tort or any
breach or violation of any contractual, quasi-contractual, legal,
fiduciary or equitable duty by any Principal, whether before, at or
after the Closing; or

(vii) In addition to and without derogating from any of
the foregoing, any liability or obligation of ECI, whether or not
disclosed to or known by Parent or Merger Sub, in excess of $800,000
plus an amount equal to one half of the amounts carried on ECI's books
for (a) noncurrent portions of leases and (b) capitalized leases
(totaling approximately $86,000 on the date hereof).

(b) The amount of any Loss shall be the amount of cash
reimbursement that, when received by the member or members of the Parent Group
incurring such Loss, shall place such member or members of the Parent Group in
the same financial position it or they would have been in if such Loss had not
occurred.

7.2 Limitation on Liability. Notwithstanding any other provision
herein, the obligations and liabilities of the Principals hereunder with respect
to indemnification for Parent Claims shall not exceed $1,400,000 or such lesser
amount as shall be held pursuant to the Escrow Agreement; provided, that the
Principals agree to indemnify the Parent Group in full for all Losses occasioned
by or caused by, resulting from or arising out of any breach of the
representations set forth in Sections 2.14 and 3.1, and/or fraud or wilful or
deliberate wrongdoing of any Principal. The sole recourse for indemnification
under this Agreement (except for breaches of Sections 2.14 and 3.1) shall be to
the escrowed securities and proceeds thereof. All claims for indemnification
must be brought within 15 months after the Closing Date; except for claims
described in the proviso to the first sentence of this Section 7.2, as to which
there is no limit.

7.3 Process of Indemnification for Parent Claims.

(a) Recovery by Parent. In seeking to collect the amount of
any Parent Claim that a member of the Parent Group has established and is
entitled to indemnification hereunder, Parent shall first give the Principals'
Agent written notice of such Parent Claim (the "Claim Notice"). The Claim Notice
shall contain a reasonably detailed summary of the basis for and the amount of
the Parent Claim. If the Principals' Agent does not dispute the basis or amount
of any Parent Claim within 30 days of receiving the Claim Notice thereof, Parent
shall have the right promptly to recover indemnity as and to the extent provided
in the Escrow Agreement and herein. If the Principals' Agent disagrees with the
basis of the Parent Claim or the amount of damages caused thereby, then within
30 days of receiving the Claim Notice thereof, the Principals' Agent shall give
notice to Parent of such disagreement and, in that

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<PAGE> 35
case, Parent shall have no right to recover indemnity hereunder until such time,
if at all, as (a) an arbitrator resolves the disagreement pursuant to Section
9.10, (b) a court of competent jurisdiction issues a final, non-appealable order
specifying the amount of Parent's recovery, in which case Parent shall have the
right promptly to recover the amount so specified (subject to the limitations
contained in Section 7.2) or (c) Parent and the Principals' Agent agree in
writing to the amount of Parent's recovery, in which case Parent shall have the
right promptly to recover the amount so agreed.

(b) Third-Party Parent Claims. Parent agrees to notify the
Principals' Agent of any Parent Claims asserted by third parties that, in the
opinion of Parent, are reasonably likely to give rise to indemnification
hereunder ("Third-Party Parent Claims"). Parent agrees that it will not settle
any Third-Party Parent Claims without the consent of the Principals' Agent,
which consent shall not be unreasonably withheld or delayed. Parent further
agrees that if the Principals Agent wishes to enter into a settlement with
respect to a Third-Party Parent Claim on terms reasonably acceptable to Parent,
Parent will cooperate in such settlement, provided that such settlement
includes, as an unconditional term thereof, the giving by the third party to
Parent of a release from all liability in respect of such Third-Party Parent
Claim.

ARTICLE 8
TERMINATION.

8.1 Termination Events. This Agreement may be terminated on or before
the Closing, without liability on the part of the terminating party, in the
manner described in this Article.

(a) Mutual Consent. By mutual consent of the ECI and Parent;

(b) Drop Dead Date. By Parent or ECI, if, other than as a
result of a breach or violation of or default under this Agreement by such
party, the Closing shall not have occurred on or before September 1, 1999;

(c) By ECI. By ECI upon notice to Parent and the Merger Sub if
(i) a condition to the performance of the obligations of ECI and the Principals
set forth in Section 6.2 shall not be fulfilled at the time specified for the
fulfillment thereof; (ii) a material default under, or a material breach of,
this Agreement shall be made by Parent or Merger Sub; or (iii) any
representation or warranty of Parent or Merger Sub set forth in this Agreement
or in any instrument delivered by Parent or Merger Sub pursuant hereto shall be
materially false or misleading;

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<PAGE> 36
(d) By Parent. By Parent upon notice to ECI and the Principals
if (i) a condition to the performance of Parent and Merger Sub set forth in
Section 6.1 shall not be fulfilled at the time specified for the fulfillment
thereof; (ii) a material default under, or a material breach of, this Agreement
shall be made by ECI; or (iii) any representation or warranty of ECI or the
Principals set forth in this Agreement or in any instrument delivered by ECI or
the Principals pursuant hereto shall be materially false or misleading; or

(e) By any Party. By any party, if, other than as a result of
a breach or violation of or default under this Agreement by the terminating
party which resulted therein, a Governmental Entity of competent jurisdiction
shall have issued an order, decision, judgment or other ruling (a "Ruling")
(which Ruling the parties hereto shall use all commercially reasonable business
efforts to lift or reverse), in each case permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement, and such
Ruling shall have become final and not subject to appeal.

Written notice setting forth the reasons for any termination (other
than pursuant to Section 8.1(a)) shall be given by the terminating party to each
other party, and the parties receiving the same shall have thirty (30) days
within which to cure the default specified in such notice.

8.2 Certain Effects of Termination. In the event of termination of
this Agreement as provided in Section 8.1, this Agreement shall forthwith become
void and there shall be no liability or obligation on the part of Parent, Merger
Sub, ECI or their respective officers, directors, stockholders or affiliates,
except to the extent that a party hereto is in breach of any of its
representations, warranties, covenants or agreements set forth in this
Agreement, and provided that the provisions of Sections 5.2, 5.11 and Articles 8
and 9 shall remain in full force and effect and survive any termination of this
Agreement.

ARTICLE 9
MISCELLANEOUS.

9.1 Entire Agreement; Amendments; Waivers. This Agreement
constitutes the entire agreement of the parties related to the subject matter of
this Agreement, supersedes all prior or contemporary agreements,
representations, warranties, covenants and understandings of the parties,
including the letter of intent dated April 30, 1999 between Parent and ECI, as
supplemented by the letter of intent dated May 19, 1999 and the letter of intent
dated June 2, 1999. This Agreement may not be amended, nor shall any waiver,
change, modification, consent or discharge be effective, except by an instrument
in writing executed by or on behalf of the party against whom enforcement of any
amendment, waiver, change modification, consent or discharge is sought. In
furtherance of the foregoing, the parties hereto acknowledge that (i) there have
been no representations, warranties, covenants, understandings or

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<PAGE> 37
agreements related to the subject matter of this Agreement other than as set
forth herein and therefore no reliance can be placed on matters other than as
set forth herein, and (ii) no agent of any party has or had authority to make
representation, warranties, covenants or agreements on behalf of such party and
if and to the extent so made, such representations, warranties, covenants or
agreements were not authorized and have not been the subject upon which reliance
has been placed.

Any waiver of any term or condition of this Agreement, or of the breach
of any covenant, representation or warranty contained herein, in any one
instance, shall not operate as or be deemed to be or construed as a further or
continuing waiver of such term, condition or breach of covenant, representation
or warranty, nor shall any failure at any time or times to enforce or require
performance of any provision hereof operate as a waiver of or affect in any
manner such party's right at a later time to enforce or require performance of
such provision or of any other provision hereof; and no such written waiver,
unless it, by its own terms, explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provision being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed in all other instances or for all other purposes to require full
compliance with such provision.

9.2 Assignment; Successors and Assigns. This Agreement shall not be
assignable by any party without the written consent of the others. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

9.3 Severability. If any provision or provisions of this Agreement
shall be, or the found to be, invalid, inoperative or unenforceable as applied
to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution or statute or rule of public policy or for any other reason, such
circumstance shall not have the effect of rendering the provision or provisions
in question invalid, inoperative or unenforceable in any other jurisdiction or
in any other case or circumstance or of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to the extent
that such other provisions are not themselves actually in conflict with such
constitution, statute or rule of public policy, but this Agreement shall be
reformed and construed in any such jurisdiction or case as if such invalid,
inoperative or unenforceable provision had never been contained herein and such
provision reformed so that it would be valid, operative and enforceable to the
maximum extent permitted in such jurisdiction or in such case.

9.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and

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<PAGE> 38
the same instrument, and in pleading or proving any provision of this Agreement
it shall not be necessary to produce more than one such counterpart.

9.5 Certain Matters of Construction. A reference to a Section, Exhibit
or Schedule shall mean a Section in, or Exhibit or Schedule to, this Agreement
unless otherwise expressly stated. The titles and headings herein are for
reference purposes only and shall not in any manner limit the construction of
this Agreement which shall be considered as a whole. The words "include,"
"includes" and "including" when used herein shall be deemed in each case to be
followed by the words "without limitation." Whenever the context may require,
any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.

9.6 Knowledge. As used herein, the phrase "to the knowledge of ECI"
refers to the actual knowledge of those officers of ECI actively involved in the
management of ECI and the knowledge that a prudent business person acting as an
officer of ECI should have obtained in the management of ECI after making due
inquiry and exercising due diligence with respect thereto.

9.7 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or mailed, postage prepaid, certified mail, return receipt requested:

(a) If to ECI, to:

ECI, Inc.
55 Green Street
Clinton, MA 01510
Attention: President
Fax: (978) 365-4900

with a copy to:

Gordon A. Carpenter, Esquire
91 Friendship Street
Providence, RI 02903-3837
Fax: (401) 453-4118

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<PAGE> 39
(b) If to Parent or Merger Sub, to:

Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842
Attention: General Counsel
Fax: (401) 845-8816

with a copy to:

David A. Broadwin, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
Fax: (617) 832-7000

Gerald A. Paxton
CollegeLink.com Incorporated
c/o Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842
Fax: (401) 845-8816

and/or to such other person(s) and address(es) as any party shall have
specified in writing to the others.

9.8 Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without
regard to its principles of conflicts of laws.

9.9 Courts. Any action to enforce, arising out of, or relating in any
way to, any of the provisions of this Agreement may be brought and prosecuted in
such court or courts located in The Commonwealth of Massachusetts as is provided
by law; and the parties consent to the jurisdiction of said court or courts
located in the State of Delaware and to service of process by registered mail,
return receipt requested, or in any other manner provided by law.

9.10 Arbitration. In the event the parties hereto are unable to resolve
any dispute with respect to claims arising hereunder within 30 days of written
notice of such dispute by one party to the others, such dispute shall be settled
by compulsory and binding arbitration by a panel of one arbitrator in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator(s) may be

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<PAGE> 40
entered in any court having jurisdiction. The parties agree that such
arbitration shall be held in Boston, Massachusetts.

[Remainder of page intentionally left blank.]

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<PAGE> 41
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger as of the date first written above.

CYTATION.COM INCORPORATED

By: /s/ Richard A. Fisher
-----------------------------------
Name: Richard A. Fisher
Title: Chairman and General Counsel

COLLEGELINK.COM INCORPORATED

By: /s/ Richard A. Fisher
-----------------------------------
Name: Richard A. Fisher
Title: Chairman and Secretary

ECI, INC.

By: /s/ Gerald A. Paxton
-----------------------------------
Name: Gerald A. Paxton
Title: CEO and Treasurer

ECI, INC.

By: /s/ Thomas J. Burgess
-----------------------------------
Name: Thomas J. Burgess
Title: President

/s/ Gerald A. Paxton
---------------------------------------
Gerald A. Paxton

/s/ Thomas J. Burgess
---------------------------------------
Thomas J. Burgess

/s/ Gerald A. Paxton
---------------------------------------
Gerald A. Paxton, as Principals' Agent

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<PAGE> 1
EXHIBIT 3.3

CERTIFICATE OF AMENDMENT

CYTATION.COM INCORPORATED

Pursuant to Sections 502 and 805 of the New York Business Corporation Law,
the undersigned officer of Cytation.com Incorporated, a New York corporation
(the "Corporation"), does hereby submit for filing with the Department of State
of the State of New York this Certificate of Amendment:

FIRST: The name of the Corporation is Cytation.com Incorporated. The
Corporation was named Stylex Homes, Inc. at the time that it was formed.

SECOND: The Certificate of Incorporation of the Corporation was filed with
the Department of State of the State of New York on April 2, 1969.

THIRD: The Corporation hereby creates, from the 10,000,000 shares of
Preferred Stock, $0.01 par value per share ("Preferred Stock"), of the
Corporation authorized to be issued pursuant to Section 4 of the Certificate of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation"), a series of Preferred Stock and hereby fixes the designations,
powers, preferences, limitations and relative rights of the shares of such
series as follows:

1. Designation. Of the 10,000,000 shares of authorized Preferred Stock,
300,000 shall be designated and known as "Series B Preferred Stock".

2. Conversion. The holders of Series B Preferred Stock shall have
conversion rights as follows:

(a) Definitions. For the purposes of this Section 2, the
following definitions shall apply:

"Automatic Conversion Date" means the first anniversary of the Original
Issue Date.

"Automatic Conversion Date Price" means the average of the closing bid
price per share of the Common Stock (as quoted on the Nasdaq OTC Bulletin Board,
or the Nasdaq stock exchange, as the case may be) for the 20 consecutive trading
days immediately preceding the Automatic Conversion Date.

"Closing Date Price" means $7.625.
<PAGE> 2
"Common Stock" means the common stock, $.001 par value per share, of
the Corporation.

"Optional Conversion Date Price" means, with respect to a given date,
the average of the closing bid price per share of the Common Stock (as quoted on
the Nasdaq OTC Bulletin Board, or the Nasdaq stock exchange, as the case may be)
for the 10 consecutive trading days immediately preceding such date.

"Original Issue Date" means the first date on which a share of Series B
Preferred Stock was issued.

"Series B Conversion Price" is the price at which shares of Common
Stock shall be deliverable upon conversion of Series B Preferred Stock without
the payment of any additional consideration by the holder thereof.

"Transfer Agent" means American Securities Transfer, Inc., whose
address is 1825 Lawrence Street, Suite 444, P.O. Box 1596 Denver, Colorado
80201-1596, and any successor transfer agent appointed by the Corporation.

(b) Right to Convert; Conversion Price. Subject to the terms
and conditions of this Section 2, each share of Series B Preferred Stock shall
be convertible, without the payment of any additional consideration by the
holder thereof at the office of the Transfer Agent, into such number of fully
paid and nonassessable shares of Common Stock as is determined by dividing
$15.00 (which amount shall be subject to equitable adjustment whenever there
shall occur a stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Series B Preferred
Stock) by the Series B Conversion Price, determined as hereinafter provided, in
effect at the time of conversion.

(i) Timing and Price. Each share of Series B
Preferred Stock shall automatically be converted into shares of Common Stock on
the Automatic Conversion Date. For the purposes of this Section 2(c), the Series
B Conversion Price on the Automatic Conversion Date shall be equal to the
greater of (i) the Closing Date Price (which amount shall be subject to
equitable adjustment whenever there shall occur a stock dividend, stock split,
combination of shares, reclassification or other similar event with respect to
the Common Stock) and (ii) the Automatic Conversion Date Price.

(ii) Mechanics. On the Automatic Conversion Date,
the Series B Preferred Stock shall be converted automatically without any
further action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Transfer Agent; provided, that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless certificates
evidencing such shares of the Series B Preferred Stock being converted are
either delivered to the

2
<PAGE> 3
Transfer Agent, or the holder notifies the Transfer Agent that such certificates
have been lost, stolen, or destroyed and executes an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection therewith and, if the Corporation so elects, provides an appropriate
indemnity bond. On the Automatic Conversion Date, all rights with respect to the
Series B Preferred Stock so converted shall terminate except for the right of
the holder thereof, upon surrender of the holder's certificate or certificates
therefor, to receive certificates for the number of shares of Common Stock into
which such Series B Preferred Stock has been converted. Upon the automatic
conversion of the Series B Preferred Stock, the holders of such Series B
Preferred Stock shall surrender the certificates representing such shares at the
office of the Transfer Agent. If so required by the Transfer Agent, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Transfer
Agent, duly executed by the registered holder or by the holder's attorney duly
authorized in writing. Upon surrender of such certificates there shall be issued
and delivered to such holder, promptly at such office and in the holder's name
as shown on such surrendered certificate or certificates, a certificate or
certificates for the number of shares of Common Stock into which the shares of
the Series B Preferred Stock surrendered were convertible on the Automatic
Conversion Date. No fractional share of Common Stock shall be issued upon
automatic conversion of the Series B Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to such fraction multiplied by the Automatic Conversion Date Price.

(d) Optional Conversions.

(i) Timing and Price. Each share of Series B
Preferred Stock may be converted into shares of Common Stock, at the option of
the holder thereof, at any time (i) after the Original Issue Date, (ii) prior to
the Automatic Conversion Date and (iii) that the Optional Conversion Date Price
is greater than $15.00 (which amount shall be subject to equitable adjustment
whenever there shall occur a stock dividend, stock split, combination of shares,
reclassification or other similar event with respect to the Common Stock). For
the purposes of this Section 2(d), the Series B Conversion Price applicable to
an optional conversion pursuant to this Section 2(d) shall be the Optional
Conversion Date Price on the date of the Conversion Notice (as defined below).

(ii) Mechanics. In order to convert his shares of
Series B Preferred Stock into shares of Common Stock pursuant to this Section
2(d), a holder of Series B Preferred Stock shall surrender the certificate or
certificates therefor at the office of the Transfer Agent, and shall give
written notice (the "Conversion Notice") to the Transfer Agent at such office
that the holder elects to convert the same and shall state therein the holder's
name or the name or names of the holder's nominees in which the holder wishes
the certificate or certificates for shares of Common Stock to be issued. On the
date of conversion, all rights with respect to the Series B Preferred Stock so
converted shall terminate, except any of the rights of the holders thereof, upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common Stock into which such Series B Preferred
Stock has been converted. If so required by the Transfer Agent, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Transfer
Agent, duly

3
<PAGE> 4
executed by the registered holder or by the holder's attorney duly authorized in
writing. No fractional share of Common Stock shall be issued upon optional
conversion of the Series B Preferred Stock. In lieu of any fractional share to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the Optional Conversion Date Price on the
date of the Conversion Notice. The Corporation shall cause the Transfer Agent,
as soon as practicable after surrender of the certificate or certificates for
conversion, issue and deliver at such office to such holder of Series B
Preferred Stock, or to the holder's nominee or nominees, a certificate or
certificates for the number of shares of Common Stock to which the holder shall
be entitled as aforesaid, together with cash in lieu of any fraction of a share.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of the Conversion Notice, and the person or persons
entitled to receive the shares of Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date.

(e) Notices. All notices required or permitted to be sent
pursuant to this Section 2 shall be deemed sufficient if contained in a written
instrument and delivered in person or duly sent by first-class mail postage
prepaid or by fax or DHL, Federal Express or other recognized express courier
service, addressed to the intended recipient at the recipient's address as it
appears on the books of the Corporation.

3. Dividends. The holders of shares of Series B Preferred Stock shall
not be entitled to receive any dividends.

4. Liquidation Rights. The holders of shares of Series B Preferred
Stock shall not be entitled to any preferential payment or distribution in the
event of any liquidation, dissolution or winding up of the Corporation, but
shall share ratably on an as-converted basis assuming automatic conversion in
any distribution of the assets of the Corporation to all the holders of Common
Stock.

5. Voting Rights. Except as otherwise required by law or as set forth
in the Certificate of Incorporation of the Corporation, the holders of Series B
Preferred Stock shall not be entitled to vote on any matter or to notice of any
meeting of the stockholders.

6. No Reissuance of Preferred Stock. No share or shares of Series B
Preferred Stock acquired by the Corporation by reason of conversion or otherwise
shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares which the Corporation shall be authorized to issue.

7. Residual Rights. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

THIRD: This Certificate of Amendment was duly adopted by the Board of
Directors of the Corporation by means of a written consent of all of the
directors dated as of June 18, 1999.

4
<PAGE> 5
FOURTH: This Certificate of Amendment was filed with the Department of
State of the State of New York on August 10, 1999.

EXECUTED this 10th day of August, 1999.

/s/ Kevin J. High
__________________________
Kevin J. High, President

<PAGE> 1
EXHIBIT 10.2

ESCROW AGREEMENT

This Escrow Agreement dated as of August 10, 1999 (this "Agreement")
is made by and among (i) Cytation.com Incorporated, a New York corporation
("Parent"), (ii) Gerald A. Paxton ("Paxton") and Thomas J. Burgess
(collectively, the "Principals"); (iii) Paxton as agent for the Principals (the
"Principals' Agent"), and (iv) Eastern Bank and Trust Company, a Massachusetts
banking corporation, as escrow agent (the "Escrow Agent"),

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of June
18, 1999 (the "Merger Agreement") by and among Parent, CollegeLink.com
Incorporated, a Delaware corporation ("Merger Sub"), ECI, Inc., a Massachusetts
corporation ("ECI"), the Principals and the Principals Agent, the parties
thereto have agreed, subject to the terms and conditions set forth therein, to
merge ECI with and into Merger Sub (the "Merger") and thereby to convert all
outstanding shares of Common Stock, $.01 par value per share, of the Company
("ECI Common Stock") into (i) shares of Common Stock, $.001 par value per share,
of Parent ("Parent Common Stock") and (ii) shares of Series B Preferred Stock,
$.01 par value per share, of Parent ("Parent Series B Stock");

WHEREAS, pursuant and subject to the Merger Agreement, the Principals
have agreed to indemnify Parent and certain affiliates of Parent for Parent
Claims (as defined below); and

WHEREAS, it is a condition to the closing of the Merger Agreement, the
Principals have agreed to transfer shares of Parent Common Stock and Parent
Series B Stock (collectively, "Parent Stock") received in connection with the
Merger to the Escrow Agent to be held by the Escrow Agent as security for
potential Parent Claims upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

"Account" means a book entry account (or subaccounting entry within an
omnibus account containing the entire Escrow Fund) maintained by the Escrow
Agent for each Principal.

"Allocation Statement" means a statement setting forth the Claim
Disbursement Amounts with respect to a Parent Claim and the calculations
supporting the determination of such amounts.

"Certificate Returned by Principals" has the meaning set forth in
Section 8(b)(ii).
<PAGE> 2
"Certificate Returned by Parent" has the meaning set forth in Section
8(a).

"Claim Date" has the meaning set forth in Section 6(a).

"Claim Disbursement Amount" has the meaning set forth in Section 6(b).

"Claim Notice" has the meaning set forth in Section 6(a).

"Deposited Certificates" means the certificates representing shares of
Parent Stock deposited with the Escrow Agent pursuant to Section 3.

"Escrow Fund" means the Escrowed Shares and the stock transfer powers
held by the Escrow Agent from time to time pursuant to this Agreement.

"Escrowed Shares" means the shares of Parent Stock held by the Escrow
Agent from time to time pursuant to this Agreement.

"Final Instruction" has the meaning set forth in Section 7.

"Indemnification Price" means (i) with respect to the calculation of
the portion of a Claim Disbursement Amount to be comprised of Parent Common
Stock, the closing asked price per share of Parent Common Stock (as quoted on
the Nasdaq OTC Bulletin Board) on the business day immediately preceding the
Claim Date, and (ii) with respect to the calculation of the portion of a Claim
Disbursement Amount to be comprised of Parent Series B Stock, a dollar amount
per share equal to the conversion price applicable on the day immediately
preceding the Claim Date.

"Loss" means any damage, loss, cost or expense, including reasonable
attorneys' fees and settlement costs, suffered, incurred or paid by any member
of the Parent Group in connection with a Parent Claim.

"Parent Claim" means a claim for any Loss suffered, incurred or paid by
any member of the Parent Group and indemnifiable pursuant to the Merger
Agreement.

"Parent Group" means Parent and Merger Sub and each of their respective
directors, officers and agents.

"Pro Rata Share" means, with respect to each Principals, the percentage
set forth opposite its name on Schedule A attached hereto.

"Termination Date" means October 31, 2000.

"Transfer Agent" means Parent's stock transfer agent, American
Securities Transfer, Inc.

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<PAGE> 3
2. Appointment of Escrow Agent. Parent and the Principals hereby
appoint the Escrow Agent to serve as agent for the purpose of holding and
distributing the Escrow Fund upon the terms and conditions herein set forth, and
the Escrow Agent accepts such appointment subject to the terms and conditions
hereof.

3. Deposit of Escrowed Shares.

(a) Original Deposit. Simultaneously with the execution of this
Agreement, each Principal has deposited with the Escrow Agent, for credit to
such Principal's Account, (i) a certificate registered in the name of such
Principal representing the number of shares of Parent Common Stock set forth
opposite such Principal's name on Schedule A hereto, and (ii) a certificate
registered in the name of such Principal representing the number of shares of
Parent Series B Stock set forth opposite such Principal's name on Schedule A
hereto. Each such certificate has been accompanied by a stock transfer power
executed in blank by the Principal in whose name the certificate is registered.

(b) Stock Dividends. If Parent effects a non-taxable (for federal
income tax purposes) stock dividend, reclassification or any other change in its
capital structure while the Escrow Agent holds any Principal's Escrowed Shares
hereunder, Parent shall deposit with the Escrow Agent, for credit to such
Principal's Account, a certificate for the number of additional, substituted or
new securities to be issued to each such Principal by reason of any such change
with respect to such Principal's Escrowed Shares, which deposit shall be
accompanied by written notice by Parent to the Escrow Agent identifying such
certificate as a Deposited Certificate being delivered pursuant to this Section
3(b). Such shares shall for all purposes constitute Escrowed Shares hereunder
and be deemed shares of Parent Stock as such term is used herein. At the time of
such deposit, the Principal in whose name the certificate is registered shall
deposit with the Escrow Agent a stock transfer power, duly executed in blank by
such Principal, relating to the shares covered by such certificate.

(c) Conversion of Series B Stock. If a Principal converts any
escrowed shares of Parent Series B Stock into Parent Common Stock in accordance
with the terms and conditions of Certificate of Incorporation of Parent, Parent
shall deposit with the Escrow Agent, for credit to such Principal's Account, a
certificate for the number of shares of Parent Common Stock to be issued to each
such Principal by reason of any such conversion, which deposit shall be
accompanied by written notice by Parent to the Escrow Agent identifying such
certificate as a Deposited Certificate being delivered pursuant to this Section
3(c). Such shares shall for all purposes constitute Escrowed Shares hereunder
and be deemed shares of Parent Stock as such term is used herein. At the time of
such deposit, the Principal in whose name the certificate is registered shall
deposit with the Escrow Agent a stock transfer power, duly executed in blank by
such Principal, relating to the shares covered by such certificate.

(d) Returned Certificates. If the Transfer Agent issues a
Certificate Returned by Parent or a Certificate Returned by Principal to any
Principal pursuant to Sections 8(a) or 8(b)(ii),

-3-
<PAGE> 4
respectively, Parent shall cause the Transfer Agent to deposit such certificate
with the Escrow Agent, for deposit to such Principal's Accounts, and Parent
shall at the same time send written notice to the Escrow Agent identifying any
such certificate as a Deposited Certificate being delivered pursuant to this
Section 3(d). At the time of such deposit, the Principal in whose name the
certificate is registered shall deposit with the Escrow Agent a stock transfer
power, duly executed in blank by such Principal, relating to the shares covered
by such certificate.

(e) Limitation on Deposits. Notwithstanding any other provision
herein, no Principal shall have any obligations to deposit additional shares of
Parent Stock with the Escrow Agent because a Claim Disbursement Amount allocated
to such Principal exceeds the number of Escrowed Shares in such Principal's
Account.

4. Maintenance of Escrow. The Escrow Agent shall hold the Escrowed
Shares in escrow and shall maintain and disburse the Escrowed Shares pursuant to
this Agreement. The Escrow Agent shall maintain updated Accounts for each
Principal, reflecting increases or decreases in the number of Escrowed Shares.

5. Certain Rights of Principals.

(a) Voting. Notwithstanding anything to the contrary herein, each
Principal shall have the right to vote all shares of Parent Common Stock in his
Account.

(b) Cash Dividends and Distributions. Notwithstanding anything to
the contrary herein, the Escrow Agent shall distribute all cash dividends or
other distributions of cash with respect to the Escrowed Shares to the
Principals in accordance with their respective Pro Rata Shares of any such
distribution or dividend. All such payments shall be made by check, mailed first
class postage paid, to the Principals immediately following the receipt of such
dividends or distributions by the Escrow Agent.

6. Assertion of Parent Claim.

(a) Claim Notice. Parent may assert one or more Parent Claims for
which it seeks recovery hereunder on or prior to the Termination Date. Parent
shall assert such Parent Claims by delivering a written notice (a "Claim
Notice") to the Escrow Agent and the Principals' Agent which includes (i) the
date of the Parent Claim Notice (the "Claim Date"), (ii) Parent's estimate of
the Loss incurred by the Parent Group in connection with such Parent Claim,
(iii) an Allocation Statement, and (iv) a reasonably detailed summary of the
basis for such Parent Claim. Parent may assert one or more Parent Claims in a
single Claim Notice.

(b) Allocation Statement. The Allocation Statement shall include
calculations setting forth the number of Escrowed Shares to be disbursed to
Parent from each Principal's Account to satisfy a given Parent Claim ("Claim
Disbursement Amount"). All disbursements shall be pro rata among Principals and
as between shares of Common Stock and Shares of

-4-
<PAGE> 5
Preferred Stock. Claim Disbursement Amounts shall be determined by the formula
set forth below, subject to any limitations set forth in Article 7 of the Merger
Agreement. The Allocation Statement shall include a Claim Disbursement Amount
with respect to each Principal. The Allocation Statement shall also indicate
whether the Claim Disbursement Amount for any Principal exceeds the number of
Escrowed Shares in such Principal's Account.

CDA = L x Z
-----
P

where:

CDA = The Claim Disbursement Amount for a particular
Principal with respect to a Parent Claim (rounded
up to the next whole number of shares)

L = The Loss incurred by the Parent Group in connection
with such Parent Claim

P = The Indemnification Price

Z = The Pro Rata Share of such Principal

In calculating the Claim Disbursement Amount with respect to a given Parent
Claim, Parent shall have complete discretion in determining whether such Parent
Claim shall be satisfied by a disbursement of escrowed Parent Common Stock,
escrowed Parent Series B Stock or both. The Allocation Statement shall indicate
the number of shares of each class of Escrowed Shares that comprise each
Principal's Claim Disbursement Amount.

7. Final Instruction. For the purposes of this Agreement, a "Final
Instruction" shall mean a written notice, including an Allocation Statement,
delivered to the Escrow Agent directing the disbursement of the Claim
Disbursement Amounts relating to a particular Parent Claim, and which expressly
states that it is a "Final Instruction" pursuant to this Section 7. Except as
provided in Subsections (b) and (d) below, a Final Instruction shall be signed
by Parent and the Principals' Agent. A Final Instruction shall be delivered to
the Escrow Agent only under the following circumstances, and accompanied by the
indicated documentation:

(a) If the Principals' Agent disputes either the validity, amount or
allocation of the Parent Claims described in a Claim Notice, the Principals'
Agent shall give written notice of such dispute to Parent, with a copy to the
Escrow Agent, within 30 calendar days after receipt by the Principal's Agents of
such Claim Notice. In such event, no Final Instruction may be given to the
Escrow Agent except as provided in (c) or (d) below.

-5-
<PAGE> 6
(b) If the Principals' Agent fails to respond to a Claim Notice
within 30 calendar days after receipt by the Principals' Agent of such Claim
Notice, or if the Principals' Agent notifies Parent and the Escrow Agent in
writing that there is no dispute with respect to the validity, amount or
allocation of the Parent Claims described in a Claim Notice, Parent shall have
the right to deliver to the Escrow Agent a Final Instruction, signed only by
Parent, with respect to the Parent Claims described in such Claim Notice. Upon
receipt of a Final Instruction pursuant to this Section 7(b), the Escrow Agent
may (unless it has actual notice to the contrary) presume receipt by the
Principal's Agent of the related Claim Notice on the date of receipt thereof by
the Escrow Agent (without any duty on its part to confirm the actual date of
receipt by the Principal's Agent).

(c) In the case of a Parent Claim Notice which the Principals' Agent
has disputed (as provided in Subsection 7(a) above), if Parent and the
Principals' Agent reach an agreement with respect to the validity, amount and
allocation of the Parent Claims described in a Claim Notice, Parent and the
Principals' Agent shall give the Escrow Agent a Final Instruction, signed by
both Purchasers and the Principals' Agent, with respect to such Parent Claims.

(d) In the case of a Claim Notice which the Principals' Agent has
disputed (as provided in Subsection 7(a) above), if an arbitrator or a court of
competent jurisdiction issues a final, non-appealable order specifying the
amount of Parent' recovery with respect to a Parent Claim, either Parent or the
Principals' Agent shall have the right to deliver to the Escrow Agent a Final
Instruction with respect to such Parent Claim based on and in compliance with
such order, signed only by Parent or the Principals' Agent, as the case may be,
and accompanied by a copy of such order.

8. Distribution of Escrowed Shares.

(a) Disbursements to Parent. Upon receipt of a Final Instruction,
the Escrow Agent shall promptly distribute to Parent from the Escrow Fund shares
of Parent Stock in an amount equal to the sum of the Claim Disbursement Amounts
set forth in the Allocation Statement of such Final Instruction. The Escrow
Agent shall effect such distributions to Parent by delivering to the Transfer
Agent such Deposited Certificates and related stock transfer powers and written
instructions as are necessary to transfer any Claim Disbursement Amounts from
the Accounts of the Principals. Upon receipt thereof, the Transfer Agent shall
(i) issue to Parent one or more certificates registered in the name of Parent
representing shares of Parent Stock equal to the sum of the Claim Disbursement
Amounts, and (ii) if any positive balance of Parent Stock remains after
deducting the appropriate amount of Parent Stock from the surrendered Deposited
Certificates of any Principal, Parent shall (A) cause the Transfer Agent to
issue one or more certificates registered in the name of such Principal
representing the remaining balance of Parent Stock (a "Certificate Returned by
Parent") and (B) promptly deliver any Certificates Returned by Parent to the
Escrow Agent in accordance with Section 3(d).

-6-
<PAGE> 7
(b) Disbursements to Principals.

(i) If no Parent Claim is "asserted and unresolved" (as defined
below) on the Termination Date, then the Escrow Agent shall promptly deliver to
the Principals all of the Escrowed Shares in each such Principal's Account. If
any Parent Claim is asserted and unresolved on the Termination Date, then the
Escrow Agent shall promptly deliver to each Principal the positive difference,
if any, between (A) the Claim Disbursement Amounts relating to such Principal
with respect to such Parent Claim and (B) the number of Escrowed Shares in such
Principal's Account. Upon receipt of a Final Instruction relating to any Parent
Claim that is asserted and unresolved on the Termination Date, the Escrow Agent
shall promptly deliver to each Principal the positive difference, if any,
between (A) the Claim Disbursement Amounts relating to such Principal in such
Final Instruction and (B) the number of Escrowed Shares in such Principal's
Account. For the purposes of this Section 7(b), the phrase "asserted and
unresolved" means, with respect to any Parent Claim, the Escrow Agent has
received a Claim Notice but no Final Instruction with respect to such Parent
Claim.

(ii) In the case of any delivery of Escrowed Shares to
Principals pursuant to this Section 8(b), if no Escrowed Shares are then
required by the terms hereof to be retained in such Principal's Account, the
Deposited Certificates representing such Principals' Escrowed Shares shall be
delivered to the Principals. If any Escrowed Shares are required to be retained
in any Principal's Account pursuant to the terms of this Section 8(b), the
delivery to such Principal anticipated hereby shall be made by the Escrow Agent
by delivering to the Transfer Agent the Deposited Certificates representing such
Principals' Escrowed Shares and the related stock transfer powers. Parent shall
cause the Transfer Agent, upon receipt thereof, to (A) issue and deliver to the
Escrow Agent (or directly to such Principal) one or more certificates registered
in the name of such Principal representing the shares of Parent Stock to be
released to such Principal hereunder and (B) issue and deliver to the Escrow
Agent one or more certificates registered in the name of such Principal
representing the remaining balance of Parent Stock to be retained by the Escrow
Agent in the Principal's Account ("Certificate Returned by Principal") in
accordance with Section 3(d).

9. Limitation of Liability of Escrow Agent; Etc.

(a) Nature of Duties; Liability; Indemnification. It is understood
and agreed that the duties of the Escrow Agent hereunder are purely ministerial
in nature and that the Escrow Agent shall not be liable for any error of
judgment, fact or law, or any act done or omitted to be done, except for its own
willful misconduct or gross negligence or that of its employees and agents. The
Escrow Agent's determination as to whether an event or condition has occurred,
or been met or satisfied, or as to whether a provision of this Agreement has
been complied with, or as to whether sufficient evidence of the event or
condition or compliance with the provision has been furnished to it, shall not
subject the Escrow Agent to any claim, liability or obligation whatsoever, even
if it shall be found that such determination was improper and incorrect;
provided, that the Escrow Agent and its employees and agents shall not have been
guilty of

-7-
<PAGE> 8
willful misconduct or gross negligence in making such determination. Parent and
the Principals jointly and severally agree to indemnify the Escrow Agent for,
and to hold it harmless against, any loss, liability, or expense ("Cost")
incurred without gross negligence or willful misconduct on the part of the
Escrow Agent, arising out of or in connection with its entering into this
Agreement and carrying out its duties hereunder, including costs and expenses of
defending itself against any claim of liability in connection herewith or
therewith. The right to indemnification set forth in the preceding sentence
shall include the right to be paid by Parent and the Principals in respect of
Costs as they are incurred (including Costs incurred in connection with
defending itself against any claim of liability in connection herewith). The
Escrow Agent shall repay any amounts so advanced if it shall ultimately be
determined by a final order of a court of competent jurisdiction from which no
appeal is or can be taken that the Escrow Agent is not entitled to such
indemnification.

(b) Documents and Instructions. The Escrow Agent acts hereunder as a
depository only and shall not be responsible or liable in any manner whatsoever
for the genuineness, sufficiency, correctness or validity of any agreement,
document, certificate, instrument or item deposited with it or any notice,
consent, approval direction or instruction given to it, and the Escrow Agent
shall be fully protected, under Section 9(a) above, for all acts taken in
accordance with any written instruction or instrument given to it hereunder, and
reasonably believed by the Escrow Agent to be genuine and what it purports to
be.

(c) Conflicting Notices, Parent Claims, Demands or Instructions. If
at any time the Escrow Agent shall receive conflicting notices, claims, demands
or instructions with respect to the Escrow Fund, or if for any other reason it
shall in good faith be unable to determine the party or parties entitled to
receive any of the Escrowed Shares, the Escrow Agent may refuse to make any
distribution or payment and may retain the Escrowed Shares in its possession
until it shall have received instructions in writing concurred in by all parties
in interest, or until directed by a final order or judgment of a court of
competent jurisdiction from which no appeal is or can be taken, whereupon the
Escrow Agent shall make such disposition in accordance with such instructions or
such order.

(d) Advice of Counsel. The Escrow Agent may consult with, and obtain
advice from, legal counsel and employees in the event of any dispute or question
as to the construction of any of the provisions hereof or its duties hereunder,
and it shall incur no liability and shall be fully protected and indemnified
under Section 9(a) above for all acts taken, in the absence of gross negligence
or willful misconduct, in accordance with the opinion and instructions of such
counsel, and the costs of such counsel shall be subject to reimbursement under
Section 9(a) above.

(e) Compensation and Expenses. Parent agree to pay, and shall be
solely responsible for, all fees, disbursements and other expenses charged by
the Escrow Agent for the performance of the Escrow Agent's services hereunder.
The Escrow Agent shall be entitled to reimbursement on demand for all expenses
incurred in connection with the administration of this

-8-
<PAGE> 9
Agreement or the escrow created hereby which are in excess of its compensation
for normal services hereunder, including without limitation, payment of any
legal fees and expenses incurred by the Escrow Agent in connection with
resolution of any Parent Claim by any party hereunder. Property in the Escrow
Fund shall not be used to pay any such fees, disbursements or other expenses.

(f) Resignation of Escrow Agent. The Escrow Agent may resign at any
time upon giving the other parties hereto thirty (30) days' notice to that
effect. In such event the successor Escrow Agent shall be such person, firm or
corporation as shall be mutually selected by Parent and the Principals' Agent.
It is understood and agreed that the Escrow Agent's resignation shall not be
effective until a successor Escrow Agent agrees to act hereunder; provided, that
in the event no successor Escrow Agent is appointed and acting hereunder within
thirty (30) days of such notice, the Escrow Agent may pay and deliver the Escrow
Fund into a court of competent jurisdiction; and provided, further, that Parent
and the Principal's Agent may appoint a successor escrow agent hereunder at any
time so long as such successor shall accept and agree to be bound by the terms
of this Agreement (except that any such successor escrow agent shall be entitled
to customary fees payable by Parent) and shall be a bank or trust company with a
minimum net capital of $100 million as evidenced on their most recently filed
audited financial statements, insured by the Federal Deposit Insurance
Corporation, authorized to do business in the Commonwealth of Massachusetts and
located in Boston, Massachusetts.

10. Principals' Agent.

(a) In order to administer efficiently the defense and/or
settlement of any Parent Claims, the Principals hereby appoint the Principals'
Agent as their agent and representative, and the Principals' Agent hereby
accepts such appointment.

(b) The Principals hereby authorize the Principals' Agent (i) to
take all action necessary in connection with the defense and/or settlement of
any Parent Claims for which the Parent may be required to indemnify members of
the Parent Group pursuant to Article 7 of the Merger Agreement and (ii) to give
and receive all notices required to be given and take all action required or
permitted to be taken by the Principals under this Agreement.

(c) In the event that Paxton dies, becomes unable to perform his
responsibilities hereunder as a Principals' Agent or resigns from such position,
Burgess shall be deemed to be the Principals' Agent for all purposes of this
Agreement.

(d) Parent and the Escrow Agent may rely on any written document
signed by the Principals' Agent (or its successor) as evidence of the
Principals' Agent authority to act hereunder.

-9-
<PAGE> 10
(e) All decisions and actions by the Principals' Agent, including
the defense or settlement of any Parent Claims, shall be binding upon all of the
Principals, and no Principal shall have the right to object, dissent, protest or
otherwise contest the same.

(f) By their execution of this Agreement, the Principals agree
that:

(i) Parent shall be able to rely conclusively on the
instructions and decisions of the Principals' Agent as to the settlement of any
Parent Claims or any other actions required to be taken by the Principals' Agent
hereunder, and no party hereunder shall have any cause of action against any
member of the Parent Group for any action taken by any member of the Parent
Group in reliance upon the instructions or decisions of the Principals' Agent;

(ii) all actions, decisions and instructions of the Principals'
Agent shall be conclusive and binding upon all of the Principals and no
Principal, nor Parent, shall have any cause of action against the Principals'
Agent for any action taken, decision made or instruction given by the
Principals' Agent under this Agreement, except for fraud or willful breach of
this Agreement by the Principals' Agent;

(iii) the provisions of this Section 10 are independent and
severable, are irrevocable and coupled with an interest and shall be enforceable
notwithstanding any rights or remedies that any Principal may have in connection
with the transactions contemplated by this Agreement; and

(iv) the provisions of this Section 10 shall be binding upon
the heirs, legal representatives, successors and assigns of each Principal, and
any references in this Agreement to a Principal or the Principals shall mean and
include the successors to the Principals' rights hereunder, whether pursuant to
testamentary disposition, the laws of descent and distribution or otherwise.

11. Notices. All notices, consents, approvals, directions and
instructions required or permitted under this Agreement shall be effective when
received and shall be given in writing and delivered either by hand or by
registered or certified mail, postage prepaid, or by telecopier, and addressed
as follows:

If to any Principal or the Principals' Agent:

Gerald A. Paxton
CollegeLink.com Incorporated
c/o Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842
Facsimile: (401) 845-8816

-10-
<PAGE> 11
If to Parent:

Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842
Attention: General Counsel
Facsimile: (401) 845-8816

If to the Escrow Agent:

Eastern Bank and Trust Company
217 Essex Street
Salem, MA 01920
Attention: William Crivello
Facsimile: (978) 740-6329

12. Miscellaneous.

(a) Entire Agreement, etc. This Agreement and the Merger Agreement
contain the entire agreement among the parties with respect to the subject
matter hereof and supercede all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
In the event of a conflict between the terms and provisions hereof and of the
Merger Agreement, the terms and provisions hereof shall govern the rights,
obligations and liabilities of the Escrow Agent.

(b) Amendments and Supplements. This Agreement may not be amended,
supplemented or discharged, and no provision hereof may be modified or waived,
except by an instrument in writing signed by all of the parties hereto.

(c) No Waiver. No provision hereof may be waived, except by an
instrument in writing signed by the party waiving compliance. The failure of any
party hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision, nor in any
way to affect the validity of this Agreement or any part hereof or the right of
such party thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity.

(d) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of each of the parties hereto, and their
respective heirs, successors, assigns, distributees and legal Agents.

-11-
<PAGE> 12
(e) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the substantive law of the
Commonwealth of Massachusetts without regard to its principles of conflicts of
laws. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision
hereof.

(f) Construction of Agreement. A reference to a Section shall mean
a Section in this Agreement unless otherwise expressly stated. The titles and
headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a whole.
The words "include," "includes" and "including" when used herein shall be deemed
in each case to be followed by the words "without limitation".

(g) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

* * * * *

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<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Escrow Agreement to be duly executed as a sealed instrument as of the day and
year first above written.

CYTATION.COM INCORPORATED

By: /s/ Edward F. Hayes
-----------------------------------------
Name: Edward F. Hayes
Title: Chief Financial Officer

/s/ Gerald A. Paxton
---------------------------------------------
Gerald A. Paxton

/s/ Thomas J. Burgess
---------------------------------------------
Thomas J. Burgess

/s/ Gerald A. Paxton
---------------------------------------------
Gerald A. Paxton, as agent for the Principals

EASTERN BANK AND TRUST COMPANY

By: /s/ William P. Crivello
-----------------------------------------
Name: William P. Crivello
Title: Vice President & Trust ***

-13-
<PAGE> 14
Schedule A

Escrowed Shares and Pro-Rata Shares
(as of the date of Escrow Agreement)

<TABLE>
<CAPTION>
Number of
Escrowed Shares
-----------------------
Name Common Series B Pro Rata Share
- ---- ------ -------- --------------
<S> <C> <C> <C>
Gerald A. Paxton 46,669 42,702 71.17%

Thomas J. Burgess 18,905 17,298 28.83%
------ ------ ------

Total 65,574 60,000 100.00%
</TABLE>

-14-

<PAGE> 1
EXHIBIT 10.3

REGISTRATION AGREEMENT

This Registration Agreement dated as of August 10, 1999 (this
"Agreement"), is made by and among (i) Cytation.com Incorporated, a New York
corporation ("Parent"), (ii) ECI, Inc., a Massachusetts corporation ("ECI"),
(iii) Gerald A. Paxton ("Paxton") and Thomas J. Burgess (collectively, the
"Principals"), and (iv) Thomas J. Burgess as agent for the Principals (the
"Principals' Agent").

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of June
18, 1999 by and among Parent, CollegeLink.com Incorporated, a Delaware
corporation and subsidiary of Parent ("Merger Sub"), ECI, the Principals and the
Principals' Agent (the "Merger Agreement"), the parties thereto have agreed,
subject to the terms and conditions set forth therein, to merge ECI with and
into Merger Sub (the "Merger") and thereby to convert all shares of ECI common
stock then outstanding into (i) shares of Common Stock, $.001 par value per
share, of Parent ("Parent Common Stock") and (ii) shares of Series B Preferred
Stock, $.01 par value per share, of Parent ("Parent Series B Stock");

WHEREAS, the Principals and other ECI stockholders of record as of the
effective date of the Merger (collectively, the "Shareholders") desire to have
liquidity with respect to the shares of Parent Common Stock they receive in the
Merger or through conversion of Parent Series B Stock; and

WHEREAS, Parent is willing to file a registration statement in
accordance herewith;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties agree as follows:

1. Definitions of Certain Terms. As used herein, the following terms
shall have the following meanings:

"Exchange Act": the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC issued thereunder, as they may,
from time to time, be in effect.

"Holder": any Shareholder holding Registerable Shares.

"Registerable Shares": the shares of Parent Common Stock issued to the
Shareholders pursuant to the Merger and the shares of Parent Common
Stock issuable upon conversion of the Parent Series B Stock issued to
the Shareholders pursuant to the Merger.
<PAGE> 2
"SEC": the United States Securities and Exchange Commission, or any
governmental agency succeeding to its functions.

"Securities Act": the Securities Act of 1933, as amended, and the rules
and regulations of the SEC issued thereunder, as they may, from time to
time, be in effect.

Capitalized terms used, but not otherwise defined, in this Agreement shall have
the meanings given to them in the Merger Agreement.

2. Shelf Registration. Parent agrees that it shall cause to be filed a
registration statement (a "Shelf Registration") on Form S-3 or other applicable
form under the Securities Act for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 thereunder or any similar rule that may be
adopted by the SEC and permitting sales in ordinary course brokerage or dealer
transactions not involving any underwritten public offering covering all of the
Registerable Shares. Parent shall use commercially reasonable efforts (a) to
cause the Shelf Registration to be declared effective by the SEC and (b) subject
to Section 3 hereof, to keep the Shelf Registration continuously effective until
the earlier to occur of (i) the first anniversary of the Closing of the Merger
and (ii) the first date on which no Registerable Shares originally covered by
the Shelf Registration shall constitute Registerable Shares (such period during
which the Shelf Registration is effective is referred to herein as the
"Registration Period").

3. Registration Procedures. After Parent commences the registration of
the Registerable Shares pursuant to the Shelf Registration, Parent shall:

(a) furnish to a Holder such number of copies of the Shelf
Registration, each amendment and supplement thereto (in each case including all
exhibits thereto), the prospectus included in the Shelf Registration (including
any preliminary prospectus) and such other documents as a Holder may reasonably
request in order to facilitate the disposition of the Registerable Shares owned
by the Holders;

(b) use commercially reasonable efforts to register or qualify such
Registerable Shares under such other securities or "blue sky" laws of such
jurisdictions as a Holder reasonably requests in writing and to do any and all
other acts and things that may be reasonably necessary or advisable to register
or qualify for sale in such jurisdictions the Registerable Shares owned by the
Holders; provided, however, that Parent shall not be required to qualify to do
business in any jurisdiction where it is not then so qualified; and

(c) use commercially reasonable efforts to cause all Registerable
Shares covered by the Shelf Registration to be listed on each securities
exchange or market, if any, on which similar securities issued by Parent are
then listed, provided, that the applicable listing requirements are satisfied.
<PAGE> 3
Each Holder understands and agrees (1) that any registration of the
Parent Shares may be delayed, if in the reasonable judgment of Parent, such
delay is desirable to permit the consummation by Parent of a financing including
a public offering by it and (2) that each Principal will sign any lock-up
agreement with respect to all its shares of Parent Common Stock which an
underwriter for a public offering of Parent may require (provided that such
lock-up shall be the same as that required to be signed by senior management of
Parent).

4. Stop Order; Supplement to the Prospectus; Parent's Insider Trading
Policies.

(a) Parent will notify the Holders promptly of (i) the issuance of
any stop order suspending the effectiveness of the Shelf Registration or the
institution or threatening of any proceeding for such purpose or (ii) the
receipt by Parent of any notification with respect to the suspension of the
qualification of the Registerable Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. Immediately upon
receipt of any such notice, the Holders shall cease to offer and sell any
Registerable Shares pursuant to the Shelf Registration in the jurisdiction to
which such stop order or suspension relates. Parent shall use commercially
reasonable efforts to prevent the issuance of any such stop order or the
suspension of any such qualification and, if any such stop order is issued or
any such qualification is suspended, to obtain as soon as possible the
withdrawal or revocation thereof, and will notify the Holders at the earliest
practicable date of the date on which the Holders may offer and sell
Registerable Shares pursuant to the Shelf Registration.

(b) Parent will notify the Holders promptly of the occurrence of any
event or the existence of any state of facts that, in the judgment of Parent,
should be set forth in the prospectus used in connection with the Shelf
Registration (the "Prospectus"). Immediately upon receipt of such notice, the
Holders shall cease to offer or sell any Registerable Shares pursuant to such
Prospectus, cease to deliver or use such Prospectus and, if so requested by
Parent, return to Parent, at its expense, all copies (other than permanent file
copies) of such Prospectus. Parent will, as soon as the information becomes
available in a form such that it may be included in an amendment or supplement
to the Prospectus, use commercially reasonable efforts to amend or supplement
such Prospectus in order to set forth or reflect such event or state of facts;
it being understood that in the event that Parent determines in good faith that
the disclosure of such information would be seriously detrimental to Parent or
its shareholders, Parent shall be permitted to delay the filing of such an
amendment or supplement to the Prospectus for a period of time to extend no
longer than sixty (60) days. Parent will furnish copies of such amendment or
supplement to the Prospectus to the Holders.

(c) Each Holder agrees, if and for so long as the Holder is an
employee of Parent or any of Parent's Subsidiaries, to comply with any Parent
policy concerning the purchase and sale of securities of Parent.
<PAGE> 4
5. Information Concerning the Sellers.

(a) The obligations of Parent to take actions contemplated by
Sections 2, 3 and 4 hereof with respect to an offering of Registerable Shares
shall be subject to the condition that each Holder shall (i) conform to all
applicable requirements of the Securities Act and the Exchange Act with respect
to the offering and sale of securities and (ii) advise each underwriter, broker
or dealer through which any of such Registerable Shares are offered that such
Registerable Shares are part of a distribution that is subject to the prospectus
delivery requirements of the Securities Act, and such Holder shall furnish to
Parent in writing such information and furnish such documents as may be
reasonably required by Parent in the preparation of (A) the Prospectus (or any
amendment or supplement thereto) with respect to such offering and (B) any
qualification of such Registerable Shares under state securities or "blue sky"
laws pursuant to Section 3(b) hereof, and shall promptly notify Parent of the
occurrence, from the date on which such information or documents are furnished
to the date of the closing for the sale of such Registerable Shares, of any
event relating to such Holder that is required under the Securities Act to be
set forth in the Prospectus (or any amendment or supplement thereto).

(b) At the end of the Registration Period the Holders shall
discontinue sales of Registerable Shares pursuant to the Shelf Registration
after Parent has given notice to the Holders of its intention to remove from
registration the securities covered by the Registration Statement which remain
unsold, and the Holders shall notify Parent immediately upon receipt of such
notice from Parent of the number of shares of the Holders that are registered
but remain unsold.

6. Expenses of Registration. Parent shall pay all reasonable expenses
incident to its performance of or compliance with this Agreement and
registration of Registerable Shares in connection herewith, including (a) all
SEC, stock exchange or market and National Association of Securities Dealers,
Inc. registration and filing fees, (b) all fees and expenses incurred in
complying with securities or "blue sky" laws, (c) all printing, messenger and
delivery expenses, and (d) all fees and disbursements of Parent's independent
public accountants and counsel, (all of such expenses herein referred to as
"Registration Expenses"). The Registration Expenses shall not include any sales
or underwriting discounts, commissions or fees, (including expenses of counsel)
attributable to the sale of the Registerable Shares, which shall be borne by the
Holders.

7. Disclosure. With a view to making available registration on Form S-3
and the benefits of Rule 144 under the Securities Act, Parent agrees to:

(a) Make and keep current public information available within the
meaning of Rule 144(c).
<PAGE> 5
(b) File with the SEC in a timely manner all reports and other
documents and information required of Parent under the Exchange Act.

(c) Furnish to a Holder forthwith upon request a written statement
as to Parent's compliance with the reporting requirements of Rule 144 and the
Exchange Act, a copy of Parent's most recent annual and quarterly reports, and
such other reports, documents and other information in the possession of or
reasonably obtainable by Parent as the Holder may reasonably request in availing
itself of Rule 144.

8. Indemnification and Contribution.

(a) Parent agrees to indemnify, to the extent permitted by law and
subject to the terms of this Agreement, each Holder and each person, if any, who
controls such Holder (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in the Shelf Registration (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein in the light of
the circumstances under which they were made not misleading; provided, however,
that Parent shall not be liable to any Holder and each person, if any, who
controls such Holder (within the meaning of the Securities Act) to the extent
that any such loss, claim, damage, liability or expense arises out of, or is
based upon any untrue or alleged untrue statement, or any omission, if such
statement or omission shall have been made in reliance upon and in conformity
with information relating to such Holder or person furnished in writing to
Parent by any such Holder or person expressly for use in the preparation of the
Shelf Registration (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto).

(b) In connection with the Shelf Registration, each Holder agrees to
indemnify, to the extent permitted by law and subject to the terms of this
Agreement, Parent, its directors, officers, employees and agents and each person
who controls Parent (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in the Shelf Registration (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein in the light of
the circumstances under which they were made not misleading, to the extent that
such untrue statement or omission was made in reliance upon and in conformity
with information furnished in writing to Parent by such Holder expressly for use
in the preparation of the Shelf Registration (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto).
<PAGE> 6
(c) Each party entitled to indemnification under this Section 8
shall give notice to the party required to provide indemnification promptly
after such indemnified party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the indemnifying party to assume the
defense of any such claim or any litigation resulting therefrom; provided that
counsel for the indemnifying party, who shall conduct the defense of such claim
or litigation, shall be approved by the indemnified party (whose approval shall
not be unreasonably withheld or delayed); and provided, further, that the delay
or failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 8, except
to the extent that the indemnifying party shall have been materially adversely
affected by such delay or failure. The indemnified party may participate in such
defense at such party's expense; provided, however, that the indemnifying party
shall pay such expense if the indemnified party shall have reasonably concluded
that there may be a conflict between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such claim or litigation
resulting therefrom. No indemnified party shall consent to entry of any judgment
or settle any claim or litigation without the prior written consent of the
indemnifying party.

(d) If the indemnification provided for in this Section 8 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses referred to therein as a
result of a judicial determination that such indemnification may not be enforced
in such case notwithstanding this Agreement, the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expense, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

9. Amendments and Supplements. This Agreement may not be amended,
modified or supplemented by the parties hereto in any manner, except by an
instrument in writing signed by Parent and the Principals' Agent.

10. No Waiver. The terms and conditions of this Agreement may be waived
only by a written instrument signed by (a) the Principals' Agent in the case
where a Principal or the Principals' Agent is waiving compliance and (b) by
Parent in the case where Parent is waiving
<PAGE> 7
compliance. The failure of any party hereto to enforce at any time any of the
provisions of this Agreement shall in no way be construed to be a waiver of any
such provision, nor in any way to affect the validity of this Agreement or any
part hereof or the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or non-compliance with this Agreement
shall be held to be a waiver of any other or subsequent breach or
non-compliance. The rights and remedies herein provided are cumulative and are
not exclusive of any rights or remedies that any party may otherwise have at law
or in equity.

11. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the substantive laws of the Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.

12. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered by hand, sent by facsimile
transmission with confirmation of receipt, sent via a reputable overnight
courier service with confirmation of receipt requested, or mailed by registered
or certified mail (postage prepaid and return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice), and shall be deemed given on the date on which
delivered by hand or otherwise on the date of receipt as confirmed:

To Parent:

Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, Rhode Island 02842
Attn: General Counsel
Fax: (401) 845-8816

With a copy to:

Dave Broadwin, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
Facsimile: (617) 832-7000
<PAGE> 8
To any Holder or the Principals' Agent:

Gerald A. Paxton
CollegeLink.com Incorporated
c/o Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, Rhode Island 02842
Fax: (401) 845-8816

With a copy to:

Gordon A. Carpenter, Esq.
91 Friendship Street
Providence, Rhode Island 02903-3837
Fax: (401) 453-4118

13. Construction of Agreement. A reference to a Section shall mean a
Section in this Agreement unless otherwise expressly stated. The titles and
headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a whole.
The words "include," "includes" and "including" when used herein shall be deemed
in each case to be followed by the words "without limitation."

14. Entire Agreement, Assignability, etc.. This Agreement and the
Merger Agreement and the documents and other agreements among the parties hereto
and thereto as contemplated by or referred to herein or therein constitute the
entire agreement among the parties with respect to the subject matter hereof and
supersede all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder, except as otherwise expressly provided herein, and shall not be
assignable by operation of law or otherwise.

15. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect.

16. Counterparts. This Agreement may be executed in one or more
counterparts, all of which together shall constitute one and the same Agreement.

[Remainder of page intentionally left blank.]
<PAGE> 9
IN WITNESS WHEREOF, the parties have caused this Registration Agreement
to be executed as an agreement under seal as of the date first written above.

CYTATION.COM INCORPORATED

By: /s/ Kevin J. High
----------------------------
Kevin J. High
President

ECI, INC.

By: /s/ Gerald A. Paxton
----------------------------
Gerald A. Paxton
Chief Executive Officer

/s/ Gerald A. Paxton
---------------------------------
Gerald A. Paxton

/s/ Thomas J. Burgess
---------------------------------
Thomas J. Burgess

/s/ Gerald A. Paxton
---------------------------------
Gerald A. Paxton, as the
Principals' Agent

<PAGE> 1
EXHIBIT 10.4

CONSULTING AGREEMENT
(GERALD A. PAXTON)

This Consulting Agreement (the "Agreement"), entered into as of the
10th day of August, 1999, is by and among CollegeLink.com Incorporated, a
Delaware corporation (the "Company"), Cytation.com Incorporated, a New York
corporation ("Cytation") and Gerald A. Paxton ("Paxton").

W I T N E S S E T H :

WHEREAS, prior to the acquisition of the Company by Cytation, Paxton
was the President of the Company; and

WHEREAS, having acquired the Company as of the date hereof, Cytation
desires to engage Paxton to perform certain consulting services for the Company
and to be ensured that Paxton will not compete with the Company or Cytation for
the period and within the geographical areas hereinafter specified; and

WHEREAS, Paxton desires to perform such consulting services for the
Company under the terms and conditions described herein.

NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties do hereby agree as follows:

1. CONSULTING SERVICES.

(a) Effective as of August 10, 1999, and through the period ending
December 31, 2000, Cytation and the Company hereby retain Paxton to serve as a
consultant to the Company, and to perform such services for or on behalf of the
Company as may be reasonably requested from time to time.

(b) Paxton hereby agrees to accept the engagement described above upon
the terms and conditions herein contained. Paxton agrees to devote sufficient
business and productive time, skill, attention and efforts to the performance of
the services reasonably requested of him. Paxton agrees to adhere at all times
to Company policies and to conduct his services in strict compliance with
applicable laws, rules and regulations and with a strong commitment to the
highest standards of business ethics. Paxton shall not, during the term of his
engagement under this Agreement, perform services related to the same subject
matter as those performed under this Agreement for any other individual, firm,
association or organization.

2. CONSULTING FEES.

(a) CONSULTING FEE. For all services rendered during the term of this
Agreement, the Company shall pay to Paxton a consulting fee at an annual rate of
$133,900, such fee to be paid in arrears ratably throughout the term of this
Agreement, but not less frequently than monthly.
<PAGE> 2

(b) HEALTH AND DENTAL INSURANCE. During the term of this Agreement,
Paxton may continue to participate in the Company's health and dental plans
under the same terms and conditions as in effect immediately prior to the
effective date of this Agreement.

(c) STOCK OPTIONS. Effective as of August 10, 1999, the Company agrees
to award Paxton an option to purchase 50,000 shares of the common stock of
Cytation, $.001 par value, at an exercise price equal to $4.875 per share. The
option shall be embodied in a written option agreement between the Company and
Burgess substantially in the form attached hereto as Exhibit A, the terms of
which shall be conclusive and binding.

(d) BUSINESS EXPENSES. During the term of this Agreement, the Company
will reimburse Paxton in a manner consistent with Company practice for any
reasonable travel and out-of-pocket expenses actually incurred by Paxton in
connection with performing the consulting services requested hereunder. The
Company's agreement under this subparagraph (b) is subject to Paxton's
substantiation of such expenses in accordance with Company policy.

3. NON-COMPETITION AGREEMENT.

(a) Paxton will not, during the period of Paxton's engagement by the
Company, and for a period of one (1) year immediately following the termination
of such engagement, for any reason whatsoever, directly or indirectly, for
Paxton or on behalf of or in conjunction with any other person, persons,
company, partnership, corporation or business of whatever nature:

(i) engage, as an officer, director, stockholder,
owner, partner, joint venturer, or in a managerial, consulting
or advisory capacity, whether as an employee, independent
contractor, consultant or advisor, or as a sales
representative, in any business which offers any services or
products in direct competition with Company within the United
States of America ("USA");

(ii) call upon any person who is, at that time,
within the USA, an employee of the Company in a managerial
capacity for the purpose or with the intent of enticing such
employee away from or out of the employ of Company;

(iii) call upon any person or entity which is, at
that time, or which has been, within one (1) year prior to
that time, a client of Company within the USA for the purpose
of soliciting or selling products or services in direct
competition with Company within the USA;

(iv) call upon any prospective acquisition candidate,
on Paxton's own behalf or on behalf of any competitor, which
candidate was, to Paxton's actual knowledge after due inquiry,
either called upon by Company or for which Company made an
acquisition analysis, for the purpose of acquiring such
entity;

-2-
<PAGE> 3

(v) induce or attempt to induce any person known by
Paxton to be a customer, supplier, or business relation of the
Company to cease doing business with the Company or in any way
interfere with the relationship between the Company and any
person known by Paxton to be a customer, supplier, licensee,
or business relation of the Company; or

(vi) perform services related to the same subject
matter as those performed under this Agreement for any
individual, firm, association, organization, or entity.

Notwithstanding the above, the foregoing covenants shall not be deemed
to prohibit Paxton from acquiring as an investment not more than one percent
(1%) of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

(b) Because of the difficulty of measuring economic losses to Company
as a result of a breach of the foregoing covenants, and because of the immediate
and irreparable damage that could be caused to Company for which Company would
have no other adequate remedy, Paxton agrees that the foregoing covenants may be
enforced by Company in the event of breach by Paxton, by injunctions and
restraining orders.

(c) The covenants in this Paragraph 3 are severable and separate, and
the unenforceability of any specific covenant shall not affect the provisions of
any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and this
Agreement shall thereby be reformed.

(d) Paxton acknowledges that the covenants in this Paragraph 3 (i) are
agreed to by Paxton as an inducement for and in consideration of the Company's
entering into this Agreement, and (ii) contain limitations as to time,
geographic area and scope of activity to be restrained that are reasonable and
do not impose a greater restraint than is necessary to protect the goodwill or
other business interests of Company.

(e) Paxton agrees that all of the covenants in this Paragraph 3 shall
be construed as an agreement independent of any other provision in this
Agreement, that Company shall be the beneficiary of and have the right to
enforce such covenants, and that the existence of any claim or cause of action
of Paxton against Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Company of such covenants.
It is specifically agreed that the period of one (1) year following termination
of Paxton's engagement, during which the agreements and covenants of Paxton made
in this Paragraph 3 shall be effective, shall be computed by excluding from such
computation any time during which Paxton is in violation of any provision of
this Paragraph 3.

-3-
<PAGE> 4

4. TERM AND TERMINATION.

(a) TERM. This Agreement shall begin on August 10, 1999, and shall
terminate on December 31, 2000. This Agreement may only be extended by a further
written agreement by the parties. Notwithstanding the foregoing, either party
may terminate this Agreement as provided below.

(b) PAXTON TERMINATION. Paxton may terminate this Agreement at any time
by providing notice to Cytation and the Company at least thirty (30) days in
advance. Upon termination of this Agreement by Paxton, Paxton shall be entitled
to receive payment of consulting fees accrued through the date of termination.
Any portion of the option described in Paragraph 2(a) hereof which is not
exercisable on the date this Agreement is terminated shall immediately
terminate, and any remaining portion, if any, shall expire upon the earlier of
(i) [three months} from the date this Agreement is terminated, or (ii) the
expiration of the option term.

(c) COMPANY TERMINATION WITHOUT CAUSE. Cytation may terminate this
Agreement without Cause (as defined below) at any time by providing notice to
Paxton at least thirty (30) days in advance. Upon termination of this Agreement
by Cytation without Cause, Paxton will continue to receive the consulting fees
described in Paragraph 2(a) hereof until December 31, 2000. The option described
in Paragraph 2(c) hereof shall immediately become exercisable in full, and shall
expire upon the earlier of (i) one year from the date of termination of this
Agreement, or (ii) the expiration of the option term. .

(d) TERMINATION FOR CAUSE. Cytation may terminate this Agreement
without notice for Cause (as defined below). In the event the Company terminates
this Agreement for Cause, Paxton shall be entitled to consulting fees accrued
through the date of termination, but shall be entitled to no further rights or
benefits hereunder. The option described in Paragraph 2(c) hereof shall
immediately terminate and become null and void. For purposes of this Agreement,
"Cause" means, as determined in good faith by two-thirds of the Board of
Directors of Cytation, (1) Paxton's material and irreparable breach of this
Agreement, (2) Paxton's gross negligence in the performance of his engagement
hereunder; (3) Paxton's willful dishonesty or fraud with respect to the business
or affairs of the Company; (4) Paxton's conviction of a felony crime; or (5)
chronic alcohol abuse or illegal drug abuse by Paxton.

(e) DISABILITY OR DEATH. Upon the Disability (as defined below) or
death of Paxton during the term of this Agreement, the Company shall pay to
Paxton or Paxton's designated beneficiary(ies) consulting fees described in
Paragraph 2(a) hereof until December 31, 2000. The option described in Paragraph
2(c) hereof shall immediately become exercisable in full, and shall upon expire
upon the earlier of (i) one year from the date of Disability or death, or (ii)
the expiration of the option term. For purposes of this Agreement, "Disability"
means the inability of Paxton to discharge his duties hereunder for one or more
periods totaling three (3) months during any consecutive twelve (12) month
period due to illness, accident or other disability (mental or physical).

-4-
<PAGE> 5

5. RETURN OF COMPANY PROPERTY. All records, files, business plans,
financial statements, manuals, memoranda, lists, designs, patents, and other
property delivered to or compiled by Paxton by or on behalf of Company or any of
its representatives, vendors or clients which pertain to the business of Company
shall be and remain the property of Company and be subject at all times to its
discretion and control. Likewise, all correspondence, reports, records, charts,
advertising materials and other similar data pertaining to the business,
activities or future plans of Company which is collected by Paxton shall be
delivered promptly to the Company without request by it upon termination of
Paxton's employment.

6. INVENTIONS AND WORKS. Paxton shall disclose promptly to the Company
and Cytation any and all significant conceptions and ideas for inventions,
improvements and valuable discoveries, whether patentable or not, and any and
all works of authorship (including computer software), whether copyrightable or
not, which are conceived or made by Paxton, solely or jointly with another,
during the term of this Agreement or within one (1) year thereafter, and which
are directly related to the business or activities of the Company and which
Paxton conceives as a result of Paxton's engagement by the Company. Paxton
hereby assigns and agrees to assign all Paxton's interests therein to the
Company or its nominee. Whenever requested to do so by the Company, Paxton shall
execute any and all applications, assignments or other instruments that the
Company shall deem necessary to apply for and obtain copyright registration or
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein. It is understood and agreed that Paxton
has heretofore disclosed all inventions and works as described above to the
Company, and has assigned to it all inventions and works now known to him over
which he has any control.

7. TRADE SECRET, PROPRIETARY AND CONFIDENTIAL INFORMATION. Paxton
acknowledges and agrees that Paxton has or may during the term of this Agreement
learn about, develop or be entrusted with, Trade Secret, Proprietary and
Confidential Information. The Company has in the past and will in the future use
reasonable efforts to keep secret the Trade Secret, Proprietary and Confidential
Information. Paxton expressly acknowledges and agrees that unless the Trade
Secret, Proprietary and Confidential Information becomes publicly known through
legitimate means not involving an act or omission by Paxton: (i) the Trade
Secret, Proprietary and Confidential Information is, and at all times shall
remain, the sole and exclusive property of the Company, (ii) Paxton shall use
the utmost diligence to guard and protect the Trade Secret, Proprietary and
Confidential Information from disclosure to any other person or entity except as
reasonably necessary in the scope of performing services for the Company; (iii)
Paxton shall not use for his own benefit, or for the benefit of any other person
or entity other than the Company, and shall not disclose, directly or
indirectly, to any other person or entity, any of the Trade Secret, Proprietary
and Confidential Information except as reasonably necessary in the scope of
performing services for the Company; and (iv) except as reasonably necessary in
the scope of performing services for the Company, Paxton shall not seek or
accept any of the Trade Secret, Proprietary and Confidential Information from
any former, present, or future employee of the Company.

-5-
<PAGE> 6

For purposes of this Agreement, "Trade Secret, Proprietary or
Confidential Information" means any and all confidential, trade secret and/or
proprietary information of the Company or its clients, including without
limitation financial information, projected budgets, marketing strategies, past
performances, client lists, pricing policies, operational methods, marketing
plans or strategies, product development techniques or plans, flowcharts,
software programs, data, systems, techniques, business acquisition plans,
inventions and research projects and other business affairs or any other
documents or materials, whether or not reduced to tangible form, pertaining to
the business of Company.

8. COMPLETE AGREEMENT. This Agreement is not a promise of future
engagement or employment. This written Agreement is the final, complete and
exclusive statement and expression of the agreement between the Company and
Paxton and of all the terms of this Agreement, and it cannot be varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written agreements. This written Agreement may not be later modified or extended
except by a further writing signed by a duly authorized officer of the Company
and Paxton, and no term of this Agreement may be waived except by writing signed
by the party waiving the benefit of such term.

9. INDEPENDENT CONTRACTOR STATUS. In performing the services required
under this Agreement, Paxton shall be deemed to be, and shall be, an independent
contractor, and not a joint venturer, partner, employee or agent with or of the
Company. Paxton acknowledges that by entering into this Agreement, he shall not
participate in any employee benefit plans or be entitled to any fringe benefits
offered to employees or executives of the Company, except as specifically
provided for herein. Without limiting the generality of the foregoing, neither
the Company nor Paxton shall have the power to bind the other, contractually or
otherwise, except with prior written approval.

10. NOTICE. Whenever notice is required hereunder, it shall be given in
writing and addressed to Cytation and the Company at the main business office of
Cytation, and to Paxton at the address reflected in the payroll records of the
Company.

11. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Delaware.

12. ARBITRATION. Any dispute, controversy or claim arising out of or
relating to this Agreement or the breach or performance hereof will be settled
by arbitration in accordance with the laws of the State of Delaware by an
arbitrator mutually agreed upon by the Company and Paxton. If an arbitrator
cannot be agreed upon, the Company and Paxton shall each choose an arbitrator,
and these two together shall select a third arbitrator. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator will be appointed by the American Arbitration Association in
Providence, Rhode Island. Such arbitration will be conducted in the City of
Providence in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, except with respect to the selection of arbitrators
which shall be as provided in this Paragraph 12. Judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.

-6-
<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CYTATION.COM INCORPORATED

By: /s/ Edward F. Hayes
------------------------------------
Edward F. Hayes, Chief Financial Officer

COLLEGELINK.COM INCORPORATED

By: /s/ Edward F. Hayes
-------------------------------------
Edward F. Hayes, Treasurer

GERALD A. PAXTON

/s/ Gerald A. Paxton
-----------------------------------------
Gerald A. Paxton

-7-

<PAGE> 1
EXHIBIT 10.5
[USA GROUP LETTERHEAD]

July 28, 1999

ECI, Inc.
55 Green Street
Clinton, MA 01510

Cytation.com Incorporated
809 Aquidneck Avenue
Middleton, RI 02842

Ladies and Gentlemen:

Reference is made to those two transactions between ECI, Inc., a
Massachusetts corporation formerly known as Enrollment Collaborative, Inc.
("ECI"), and USA Group Noel-Levitz, Inc., an Indiana corporation and successor
in interest to Enrollment Technologies, Inc. ("USAGNL"), the first occurring on
or about October 27, 1993, and the second occurring on or about May 16, 1996.
More specific reference is made to the transactions contemplated by the Software
And Know-How License and Trademark Assignment Agreement dated May 16,1996 (the
"1996 Agreement"), pursuant to which USAGNL (i) exclusively licensed to ECI (A)
certain "Licensed Properties", which are defined in the 1996 Agreement as the
software known as the CollegeLink(R) and IntroApp(R) computer programs and all
associated modules, subroutines, algorithms, application development tools,
utilities or other software which are useful in connection with the development,
enhancement or maintenance of the CollegeLink(R) and IntroApp(R) programs,
including copyrights and other intellectual property rights; and (B) "Know-How"
relating to the Licensed Properties as described in the 1996 Agreement; (ii)
assigned the CollegeLink(R) and IntroApp(R) trademarks (collectively, the
"Trademarks") to ECI (which is now the owner of record of the Trademarks); and
(iii) pursuant to Section 8.4 of the 1996 Agreement reserved a right to
re-acquire the Trademarks under certain circumstances. For the purposes of this
letter agreement all of the October 27, 1993, and May 16, 1996 transactions
between ECI and USAGNL shall sometimes be hereinafter referred to as the
"Transactions".

This letter agreement is being entered into solely in connection with
the pending merger (the "Merger") of ECI with and into CollegeLink.com
Incorporated ("Merger Sub"), a Delaware corporation and a wholly-owned
subsidiary of Cytation.com Incorporated, a New York corporation ("Cytation"). In
the Merger, ECI stockholders will receive (i) shares of Cytation Common Stock
valued at $4,200,000 and (ii) shares of Cytation Series B Convertible Preferred
Stock convertible into Cytation Common Stock valued at $3,500,000, subject to
adjustment based on the total liabilities of ECI as of the date of the closing
of the Merger. The Merger is more particularly described in the Merger
Agreement, dated as of June 18, 1999, by and among Cytation, Merger Sub, ECI,
Gerald A. Paxton and Thomas J. Burgess (collectively, the
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ECI, Inc.
Cytation.com Incorporated
July 28, 1999
Page 2

"Principals"), and Gerald A. Paxton, as agent for the Principals, attached
hereto as Exhibit A (the "Merger Agreement"). Cytation acknowledges the direct
benefit and value it will receive, by virtue of its sole ownership of the stock
in Merger Sub, as a result of USAGNL's release of its claims against ECI as
specifically described in the sixth paragraph of this letter agreement and the
transfer by USAGNL to Merger Sub of USAGNL's rights and interests in and to the
Licensed Properties and Know-How as specifically described in the seventh
paragraph of this letter agreement.

This letter agreement and the Registration Rights Agreement (as defined
below) shall not be effective unless and until (A) USAGNL, Cytation and ECI have
each executed three (3) copies of this letter agreement, (B) USAGNL and Cytation
have each executed two (2) copies of the Registration Rights Agreement, (C) the
transactions contemplated by the Merger are closed, (D) USAGNL has received the
USAGNL Shares (as defined below), (E) USAGNL, Cytation and ECI have each
received one (1) fully executed copy of this letter agreement, and (F) USAGNL
and Cytation have each received one (1) fully executed copy of the Registration
Rights Agreement. For purposes of this letter agreement, the time at which the
actions described in clauses (A) through (F) above are completed shall be
referred to herein as the "Effective Time". In the event that the actions
described in clauses (A) through (F) above have not been completed on or before
September 4, 1999, this letter agreement and the Registration Rights Agreement
shall be void ab initio.

ECI has certain unfulfilled obligations to USAGNL and USAGNL has raised
claims against ECI arising under the Transactions. ECI and USAGNL desire to
settle certain of their obligations and claims in consideration of the USAGNL
Shares received by USAGNL.

Promptly after the Merger, Cytation shall issue to USAGNL shares of
Cytation Common Stock and Cytation Series B Convertible Preferred Stock
(collectively, the "USAGNL Shares") equal to the greater of (i) 17.64% of the
consideration to be received by the ECI stockholders in connection with the
Merger and (ii) $1,500,000 (based on the values used in the Merger Agreement).
The ratio of Cytation Common Stock to Cytation Series B Convertible Preferred
Stock received by USAGNL shall be equal to the ratio of such securities received
by the ECI stockholders pursuant to the Merger. In conjunction with the USAGNL
Shares, USAGNL shall have those certain registration rights granted by Cytation
to USAGNL as set forth in the Registration Rights Agreement, dated as of the
date of this letter agreement, by and between Cytation and USAGNL, attached
hereto as Exhibit B (the "Registration Rights Agreement").

In consideration of the USAGNL Shares received by USAGNL hereunder,
USAGNL, on behalf of itself and its affiliates, hereby releases and forever
discharges and covenants not to
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ECI, Inc.
Cytation.com Incorporated
July 28, 1999
Page 3

sue, commence or prosecute judicial or administrative proceedings against ECI,
Cytation or any of their respective subsidiaries, affiliates, directors,
officers, employees or agents from and with respect to any and all claims,
demands, causes of action or damages of any kind whatsoever, whether know or
unknown, which USAGNL now has or ever had against any of the foregoing, arising
(i) prior to the Effective Time and (ii) out of the Transactions; provide, that
USAGNL does not release or discharge any claims, demands, causes of action or
damages that USAGNL or its affiliates may have with respect to its
indemnification rights under Section 10 of that certain Equipment Lease With
Option To Purchase, dated as of May 16, 1996, by and between ECI and USAGNL, and
Section 4 of that certain Assignment and Assumption of Assigned Contracts, dated
as of May 16, 1996, by and between ECI and USAGNL

In consideration of the USAGNL Shares received by USAGNL hereunder,
USAGNL agrees to irrevocably transfer, grant, assign and convey to Merger Sub,
without warranty of any kind and on an AS IS, WHERE IS basis, all of USAGNL's
right, title and interest in and to the Licensed Properties and Know-How,
including, without limitation, the exclusive worldwide right to use, reproduce,
modify, enhance, develop, market, distribute, sublicense and otherwise exploit
the Licensed Properties and Know-How, including all copyrights and any other
rights granted to an author or inventor under the patent, copyright, or trade
secret laws of the United States or any foreign jurisdiction. As of the
Effective Time, USAGNL hereby transfers, grants, assigns and conveys to Merger
Sub, without warranty of any kind and on an AS IS, WHERE IS basis, all of
USAGNL's right, title and interest in and to the Licensed Properties and
Know-How, including all copyrights and other intellectual property rights
therein. USAGNL agrees to provide such further assurance or execute any
additional documents which may be necessary to effect the transfer as Merger Sub
may reasonably request from time to time, including any notices, applications,
assignments or other instruments of conveyance for filing with the U.S. Patent
and Trademark Office, the U.S. Copyright Office, any foreign offices or
elsewhere as Merger Sub may reasonably deem appropriate, in order to more fully
evidence or perfect the transfer of rights made herein. Also, as of the
Effective Time, USAGNL hereby relinquishes its right of reassignment of the
Trademarks pursuant to Section 8.4 of the 1996 Agreement, and relinquishes all
other rights which it may have under the 1996 Agreement to the Trademarks, the
Licensed Properties or the Know-How. In addition, promptly after the Effective
Time, USAGNL shall deliver to Merger Sub or destroy all copies of the Licensed
Properties and any documentation relating to the Know-How in the possession or
control of USAGNL, including all copies of the source code and object code for
the CollegeLink(R) and IntroApp(R) programs.

In consideration of the releases provided by USAGNL as set forth above,
ECI and Cytation, on behalf of itself and its affiliates, each hereby release
and forever discharge and covenants not to sue, commence or prosecute judicial
or administrative proceedings against
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ECI, Inc.
Cytation.com Incorporated
July 28, 1999
Page 4

USAGNL or any of its subsidiaries, affiliates, or each of its respective
directors, officers, employees or agents from and with respect to any and all
claims, demands, causes of action or damages of any kind whatsoever, whether
know or unknown, which ECI now has or ever had against any of the foregoing,
arising out of the Transactions.

USAGNL represents that it is its present intention to acquire the
USAGNL Shares for its own account and that the USAGNL Shares will be acquired by
it for the purpose of investment and not with a view to distribution or resale
thereof. The receipt by USAGNL of the USAGNL Shares shall constitute a
confirmation of this representation. USAGNL further represents that (i) USAGNL
has full power and authority to enter into and to perform this letter agreement
in accordance with its terms, (ii) USAGNL has made such inquiry concerning
Cytation, its business and its personnel, as USAGNL deems appropriate in
connection with its investment in Cytation, (iii) the officers of Cytation have
made available to USAGNL any and all written information which it has requested
and have answered to USAGNL's satisfaction all inquiries made by USAGNL, (iv)
the officers of USAGNL have sufficient knowledge and experience in investing in
companies similar to Cytation so as to be able to evaluate the risks and merits
of USAGNL's investment in Cytation, and (v) USAGNL is able financially to bear
the risks thereof.

ECI represents and warrants to USAGNL that ECI has full power and
authority to enter into and to perform this letter agreement in accordance with
its terms. ECI further incorporates by reference all representations and
warranties set forth in Article 2 of the Merger Agreement and agrees that USAGNL
may rely upon and enforce such representations and warranties as though USAGNL
was an original party thereto.

Cytation represents and warrants to USAGNL that (i) Cytation has full
power and authority to enter into and to perform this letter agreement and the
Registration Rights Agreement in accordance with its respective terms, and (ii)
the USAGNL Shares have been duly authorized and validly issued, are fully paid
and nonassessable, are not subject to any right of rescission, and have been
offered, issued, sold and delivered by Cytation in compliance with all
registration or qualification requirements (or applicable exemption therefrom)
of applicable federal and state securities laws. Cytation further incorporates
by reference all representations and warranties set forth in Article 4 of the
Merger Agreement and agrees that USAGNL may rely upon and enforce such
representations and warranties as though USAGNL was an original party thereto.

The terms and conditions herein expressed shall be binding upon and
inure to the benefit of all parties and their respective successors and assigns.
The parties hereto agree to take all
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ECI, Inc.
Cytation.com Incorporated
July 28, 1999
Page 5

actions and do all things, including deliver all additional documents,
reasonably necessary to effect the transactions contemplated by this letter
agreement.

If the foregoing is acceptable to you, please evidence your agreement
in the space provided below and return to me, whereupon it will be a
Massachusetts contract executed under seal.

USA GROUP NOEL-LEVITZ, INC.

By: /S/ J. David Maas
--------------------------------
J. David Maas
Treasurer

CYTATION.COM INCORPORATED

By: /s/ Edward F. Hayes
-----------------------------
Edward F. Hayes
Chief Financial Officer

Dated: July __, 1999

ECI, INC.

By: /s/ Gerald A. Paxton
-----------------------------
Gerald A. Paxton
Chief Executive Officer

Dated: July __, 1999

<PAGE> 1
EXHIBIT 10.6

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement dated as of July 28, 1999 (this
"Agreement") is made by and among Cytation.com Incorporated, Inc., a New York
corporation (the "Corporation"), and USA Group Noel-Levitz, Inc., an Indiana
Corporation (AUSAGNL").

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of June
18, 1999 ("Merger Agreement") by and among the Corporation, CollegeLink.com
Incorporated, a Delaware corporation and subsidiary of the Corporation ("Merger
Sub"), ECI, Inc., a Massachusetts Corporation ("ECI") and certain other parties
thereto, the parties thereto have agreed, subject to the terms and conditions
set forth therein, to merge ECI with and into Merger Sub (the "Merger") and
thereby to convert all shares of ECI common stock then outstanding into (i)
shares of Common Stock, $.001 par value per share, of the Corporation ("Common
Stock") and (ii) shares of Series B Preferred Stock, $.01 par value per share,
of the Corporation ("Series B Stock");

WHEREAS, pursuant to a letter agreement (the "Letter Agreement")
between the Corporation, ECI and USAGNL dated July 28, 1999 the Corporation has
agreed to issue to USAGNL shares of Common Stock and Series B Stock in
settlement of certain claims by USAGNL against ECI; and

WHEREAS, USAGNL desires to have liquidity with respect to the shares of
Common Stock it receives through the Letter Agreement or through conversion of
Series B Stock;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

(a) The term "Act" means the Securities Act of 1933, as
amended;

(b) The term "1934 Act" means the Securities Exchange Act
of 1934, as amended;

(c) "Commission" or "SEC" means the United States
Securities and Exchange Commission, or any
governmental agency succeeding to its functions;

(d) The term "Holder" means USAGNL so long as it holds
Registrable Securities and any other person or entity
holding Registrable Securities to whom the
registration rights granted in this Agreement have
been transferred pursuant to Section 10 hereof;
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(e) The terms "register," "registered," and
"registration" refer to a registration effected by
preparing and filing a registration statement in
compliance with the Act and the declaration or
ordering of effectiveness of such registration
statement; and

(f) The term "Registrable Securities" means the shares of
Common Stock issued to USAGNL pursuant to the Letter
Agreement and the shares of Common Stock issuable
upon conversion of the Series B Stock issued to
USAGNL pursuant to the Letter Agreement, together
with any and all other shares or other securities of
the Corporation issued to the Holders as a result of
a stock split, recapitalization, merger,
consolidation, reorganization, combination or
exchange of shares, or similar event.

2. Piggy-back Registration.

(a) Subject to Section 6 of this Agreement, if at any time the
Corporation proposes to register any of its Common Stock under the Act in
connection with the public offering of such securities for its own account or
for the accounts of other shareholders, solely for cash on a form that would
also permit the registration of the Registrable Securities, the Corporation
shall, each such time, promptly give each Holder written notice of such
determination. Upon the written request of any Holder given within ten (10) days
after USAGNL's receipt of any such notice from the Corporation, the Corporation
shall use its best efforts to cause to be registered under the Act all of the
Registrable Securities that such Holder has requested be registered. The
foregoing notwithstanding, the Corporation may, in its discretion, withdraw any
registration statement referred to in this Section 2 prior to the effectiveness
thereof.

(b) In connection with any registration of any Registrable
Securities pursuant to this Section 2, the Corporation may, at its option,
exercised in writing prior to the filing of the registration statement, require
that such Registrable Securities be sold in accordance with the plan of
distribution of the securities being registered on behalf of the Corporation or
on behalf of any of its securityholders, provided that any such requirement
shall also be imposed on all other securityholders whose securities are to be
included in any such registration statement.

3. Obligations of the Corporation. Whenever required under this
Agreement to use its best efforts to effect the registration of any Registrable
Securities, the Corporation shall, as expeditiously as reasonably possible:

(a) Prepare and file with the Commission a registration
statement with respect to such Registrable Securities promptly after receipt by
the Corporation of the Holder's request contemplated by Section 2(a) hereof, and
use its best efforts to cause such registration statement to become effective
and to keep the registration statement effective pursuant to Rule 415 and
current at all times for up to six (6) months but in any case no later than the
date on

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which all Registrable Securities have been sold by the Holder under
circumstances in which the buyers may resell the Registrable Securities without
registration under the Securities Act; provided, however, that in connection
with any proposed registration intended to permit an offering of any securities
from time to time (i.e., a so-called "shelf registration"), the Corporation
shall in no event be obligated to cause any such registration to remain
effective for more than one year provided that the rights of each Holder under
Section 2 of this Agreement shall remain in full force and effect regardless of
the lapsing of the effectiveness of such registration.

(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.

(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the
distribution of the securities covered by the registration statement; provided,
however, that the Corporation shall not be required in connection therewith or
as a condition thereto to qualify to do business, to subject itself to general
taxation, to file a general consent to service of process, or to provide any
undertakings that cause more than nominal expense or burden to the Corporation
in any such states or jurisdictions.

(e) Provide a transfer agent for the Common Stock no later
than the effective date of the first registration of any Registrable Securities.

(f) Otherwise comply in all material respects with all
applicable rules and regulations of the Commission.

(g) Use its best efforts to list the Registrable Securities on
each securities exchange on which securities of the same class are then listed,
if such Registrable Securities are not already so listed and if such listing is
then permitted under the rules of such exchange.

(h) Enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions as sellers
of Registrable Securities shall reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities.

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(i) On the effective day of such registration statement or, in
the case of an underwritten offering, on the date of delivery of the Registrable
Securities sold pursuant thereto, cause to be delivered to the selling Holders,
opinions of counsel for the Corporation, which counsel and opinions (in form,
scope and substance) shall be reasonably satisfactory to counsel for the selling
Holders, covering the matters customarily covered in opinions given to selling
stockholders in primary underwritten public offerings. In the case of an
underwritten offering, at the time of delivery of any Registrable Securities
sold pursuant thereto, the Corporation shall cause to be delivered to the
selling Holders letters from the Corporation's independent public accountants
with respect to the Corporation within the meaning of the Act and the applicable
published rules and regulations of the SEC thereunder, and otherwise in
customary form and covering such financial and accounting matters as are
customarily covered by letters of the independent public accountants delivered
in connection with underwritten public offerings.

(j) Upon three days prior written notice and at reasonable
times during normal business hours and without undue interruption of the
Corporation's business or operations (or on such shorter notice and at such
other times as may be appropriate under the circumstances), make available for
inspection by the selling Holders and by any attorney, accountant or other agent
retained by the selling Holders all pertinent financial and other records and
pertinent corporate documents and properties of the Corporation, and cause all
of the Corporation's officers, directors and employees to supply all information
reasonably requested by the selling Holders or any such attorney, accountant or
agent in connection with such registration statement.

(k) Permit any selling Holder, who, in the sole and exclusive
judgment, exercised in good faith, of the Corporation, might be deemed to be a
controlling person of the Corporation (within the meaning of the Act or the 1934
Act), to participate in the preparation of such registration statement and to
require the insertion therein of material, furnished to the Corporation in
writing, which in the judgment of such controlling Holder should be included and
which is reasonably acceptable to the Corporation.

(l) Use every reasonable effort to prevent the issuance of any
stop order suspending the effectiveness of such registration statement or of any
order preventing or suspending the use of any preliminary prospectus and, if any
such order is issued, to obtain the lifting thereof at the earliest reasonable
time.

(m) Make such representations and warranties to the selling
Holders as are customarily made by issuers to selling stockholders in
underwritten public offerings.

(n) Notify each Holder and confirm such advice in writing, (i)
when the Corporation's registration statement as to which any Holder has
exercised its rights hereunder has become effective, (ii) when any
post-effective amendment to any such registration statement has become
effective, (iii) of any request by the Commission or any state securities
regulatory authority for any amendment or supplement to such registration
statement or any

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<PAGE> 5

prospectus relating thereto or for any additional information, (iv) if at any
time the SEC or any state securities regulatory authority should institute or
threaten to institute any proceedings for the purpose of issuing, or should
issue, a stop order suspending the effectiveness of any such registration
statement, (v) of any order or communication of any government agency or
authority addressed to the Corporation suspending or threatening to suspend the
qualification of any of the Registrable Securities for sale in any jurisdiction,
and (vi) at any time when a prospectus relating thereto is required to be
delivered under the Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading. At the request of USAGNL, the Corporation shall prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to
USAGNL, such prospectus shall not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein not
misleading.

4. Conditions to Registration. The Holders' right to have Registrable
Securities included in any registration statement filed by the Corporation in
accordance with the provisions of this Agreement shall be subject to the
following conditions:

(a) The Holder shall be required to furnish the Corporation in
a timely manner with all information required by the applicable rules and
regulations of the Commission concerning such Holder (including, without
limitation, a Selling Stockholder Questionnaire in such form as the Corporation
shall reasonably request), the proposed method of sale or other disposition of
the Registrable Securities if different from that contemplated by Section 2(b)
above, and such other information as may be reasonably required by the
Corporation properly to prepare and file such registration statement in
accordance with applicable provisions of the Act;

(b) If such Holder desires to sell and distribute Registrable
Securities over a period of time, or from time to time, at then prevailing
market prices, then such Holder shall execute and deliver to the Corporation
such written undertakings as the Corporation and its counsel may reasonably
require in order to assure full compliance with relevant provisions of the Act
and the 1934 Act including, without limitation, providing the Corporation with
48 hours prior written notice of each such sale and providing the Corporation
with assurances, reasonably satisfactory to the Corporation, that such Holder
will meet the prospectus delivery requirements under the Act, if applicable;

(c) The offering price for any Registrable Securities to be
registered pursuant to the provisions of this Agreement shall be no less than
for any shares of Common Stock then to be registered for sale for the account of
the Corporation or other security holders of the Corporation, unless such
Registrable Securities or shares of Common Stock are to be offered from time to
time based on the prevailing market price;

(d) In the event that the Corporation shall notify the Holder
that there is material undisclosed information concerning the Corporation and
that the prospectus contained

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in any registration statement for the Registrable Securities does not comply
with the requirements of the Act, the Holder shall refrain from selling any of
its Registrable Securities until such time as the Corporation shall have
notified the Holder that it may proceed with a sale; and

(e) Promptly, but in any event within 72 hours, after each
selling Holder shall have sold all its Registrable Securities, such Holder shall
so notify the Corporation so that the Corporation may comply with its obligation
to terminate the Registration Statement in accordance with Item 512 of
Regulation SK or Regulation SB, as the case may be.

5. Expenses. In the case of any registration under this Agreement, the
Corporation shall bear all costs and expenses of each such registration,
including, but not limited to, registration, qualification, printing, legal and
accounting expenses, Securities and Exchange Commission and National Association
of Securities Dealers, Inc. filing fees and expenses, and "blue sky" fees and
expenses; provided, however, that the Corporation shall have no obligation to
pay or otherwise bear (i) any portion of the underwriters' commissions or
discounts attributable to the Registrable Shares or the fees and expenses of any
special or interim audit or review required in connection with such
registration, (ii) the cost and expenses of procuring underwriters' insurance in
connection with the sale of Registrable Shares by Holders, or (iii) any portion
of the fees or disbursements of counsel for the selling Holders in connection
with the registration of their Registrable Shares.

6. Underwriting Requirements. (a) In connection with any offering
involving an underwriting of shares being issued by the Corporation, the
Corporation shall not be required to include any of the Holders' Registrable
Securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Corporation and the underwriters selected by it. If
the total amount of securities that all Holders request to be included in an
underwritten offering exceeds the amount of securities that the underwriters
reasonably believe compatible with the success of the offering, the Corporation
shall only be required to include in the offering so many of the securities of
the selling Holders as the underwriters reasonably believe will not jeopardize
the success of the offering. In such event, the shares to be included in such
offering shall be allocated and prioritized as follows: (i) first to the
securities initially proposed to be sold by the Corporation, (ii) second, to the
Registrable Securities which the Holders propose to sell together with any
securities proposed to be sold by any other persons ("Other Holders") who have
been granted registration rights similar to those contemplated by this Agreement
in connection with the Merger, which shall be apportioned pro rata among the
selling Holders and such Other Holders according to the total amount of
securities to be included in such offering by said selling Holders and such
Other Holders, or in such other proportions as shall be mutually agreed by said
selling Holders and such Other Holders, and (iii) third, to any other shares
which the Corporation permits to be included for its own account or for the
account of others; provided that any shares or other securities sold in any
"green-shoe" or other over-allotment option shall be allocated first to the
class set forth in clause (ii) above.

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(b) The Corporation shall have the right to designate the managing
underwriter or underwriters in connection with registrations under this
Agreement.

7. Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement other than injunctive relief to prevent the
willful breach by the Corporation of its obligations under this Agreement or
other bad faith conduct by the Corporation.

8. Indemnification and Contribution. In the event any Registrable
Securities are included in a registration statement under this Agreement:

(a) To the extent permitted by law, the Corporation will indemnify and
hold harmless each Holder requesting or joining in a registration, any
underwriter (as defined in the Act) for it, and each director, officer or other
person, if any, who controls such Holder or underwriter within the meaning of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which they may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based on any untrue or alleged untrue statement of any material fact
contained in such registration statement, including, without limitation, any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or arise out of any
violation by the Corporation of any rule or regulation promulgated under the Act
applicable to the Corporation and relating to action or inaction required of the
Corporation in connection with any such registration; and will reimburse each
such Holder, such underwriter, or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action, provided, however,
that the indemnity agreement contained in this Section 8(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Corporation, nor shall
the Corporation be liable in any such case with respect to any such Holder or
underwriter for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in connection with such
registration statement, preliminary prospectus, final prospectus, or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
such Holder, underwriter or controlling person. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party and shall survive the transfer of the Registrable
Securities by the Holders pursuant to Section 10.

(b) To the extent permitted by law, each Holder requesting or joining
in a registration will indemnify and hold harmless the Corporation, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the

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<PAGE> 8

Corporation within the meaning of the Act, and any underwriter for the
Corporation (within the meaning of the Act) against any losses, claims, damages
or liabilities to which the Corporation or any such director, officer,
controlling person or underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and will reimburse the Corporation or any such director,
officer, controlling person or underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 8(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder and provided further
that no Holder shall have any liability under this Section 8(b) in excess of the
net proceeds actually received by such Holder in the relevant public offering.

No Holder shall, except with the approval of each party being
indemnified under this Section 8(b), consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to the parties being so indemnified of a
release from all liability with respect to such claim or litigation.

(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that if the defendants in any
such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded based upon the written
advice of counsel that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 or otherwise
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof unless (i) the indemnified party shall
have employed

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<PAGE> 9

separate counsel in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (plus any local
counsel) representing each indemnified party who or which is a party to such
action), (ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). The failure to notify an indemnifying
party promptly of the commencement of any such action, to the extent prejudicial
to his ability to defend such action, shall relieve such indemnifying party of
liability to the indemnified party under this Section 8 to such extent, but the
omission so to notify the indemnifying party will not relieve him of any
liability that he may have to any indemnified party otherwise than under this
Section 8.

(d) In order to provide for just and equitable contribution to joint
liability under the Act in any case in which either (i) any Holder of
Registrable Securities exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 8 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 8 provides for indemnification in such case, or (ii) contribution
under the Act may be required on the part of any such selling Holder or any such
controlling person in circumstances for which indemnification is provided under
this Section 8; then, and in each such case, the Corporation and such Holder
will contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportion so that
such Holder is responsible for the portion represented by the percentage that
the public offering price of its Registrable Securities offered by the
registration statement bears to the public offering price of all securities
offered by such registration statement, and the Corporation is responsible for
the remaining portion; provided, however, that, in any such case, (A) no such
Holder of Registrable Securities will be required to contribute any amount in
excess of the proceeds received from the sale of all such Registrable Securities
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
4(f) of the Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.

9. Reports Under the 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Corporation to the public without registration, the Corporation agrees to
use its best efforts to:

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<PAGE> 10

(a) make and keep public information available, within the meaning of
Rule 144, at all times after the effective date of (i) the first registration
statement covering an underwritten public offering filed by the Corporation or
(ii) registration by the Corporation under the 1934 Act;

(b) following a public offering or a registration under the 1934 Act,
file with the SEC in a timely manner all reports and other documents required of
the Corporation under the Act and the 1934 Act; and

(c) furnish to any Holder forthwith upon request a written statement by
the Corporation that it has complied with the reporting requirements of Rule 144
(at any time after ninety (90) days after the effective date of said first
registration statement filed by the Corporation), and of the Act and the 1934
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Corporation, and such
other reports and documents filed by the Corporation with the SEC as may be
reasonably requested in availing any such Holder to take advantage of any rule
or regulation of the SEC permitting the selling of any such securities without
registration.

10. Transfer of Registration Rights. The rights of any Holder (and of
any permitted transferee of any Holder or such Holder's permitted transferees)
under this Agreement with respect to any Registrable Securities may be
transferred to any transferee who acquires (otherwise than in a registered
public offering) such Registrable Securities; provided, however, that (i) the
Corporation is given written notice by the Holder promptly after such transfer
stating the name and address of the transferee and identifying the securities
with respect to which the rights under this Agreement are being assigned; and
(ii) at or before the time the Corporation receives such written notice the
transferee or assignee agrees to be bound by all of the provisions contained
herein.

11. "Market Stand-Off" Agreement. The Holder agrees, if requested by
the Corporation and an underwriter of Common Stock (or other securities) of the
Corporation, not to sell or otherwise transfer or dispose of any Common Stock
(or other securities) of the Corporation held by such Holder during any
reasonable period requested by the Corporation and such underwriter not to
exceed six (6) months following the effective date of a registration statement
of the Corporation filed under the Act, other than pursuant to Rule 144 or Rule
144A under the Act; provided, however, that all Holders of Registrable
Securities are required to enter into similar agreements and all executive
officers and directors of the Corporation and all persons including shares in
such offering actually enter into similar agreements. The Corporation may impose
stop-transfer instructions with respect to the shares (or securities) subject to
the foregoing restriction until the end of such period.

12. Termination of Registration Obligations. The obligations of the
Corporation to the Holder with respect to its rights of registration provided
for in this Agreement shall continue until such time as independent counsel for
the Corporation is of the opinion and has so advised the Corporation and such
Holder that such Holder may sell Registrable Securities

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<PAGE> 11

pursuant to Rule 144 promulgated under the Act, provided that if independent
counsel for any Holder in good faith and in a timely manner disputes the
opinions reached by such counsel for the Corporation, the termination
contemplated by this Section 12 shall not occur until such dispute has been
resolved.

13. Miscellaneous. (a) This Agreement states the entire agreement of
the parties concerning the subject matter hereof, and supersedes all prior
agreements, written or oral, between or among them concerning such subject
matter.

(b) Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the
Corporation and each Holder. Any amendment or waiver effected in accordance with
this Section 13 shall be binding upon each Holder and the Corporation.

(c) A person or entity is deemed to be a Holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Corporation receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Corporation shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

(d) Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered
(by hand, by courier, by telephone line facsimile transmission or other means)
or sent by certified mail, return receipt requested, properly addressed and with
proper postage pre-paid (i) if to the Corporation, to Cytation.com Incorporated,
809 Aquidneck Avenue, Middletown RI 02842 and (ii) if to USAGNL, at the address
set forth under its name in the Letter Agreement, or at such other address as
each such party furnishes by notice given in accordance with this Section 13(d),
and shall be effective, when personally delivered, upon receipt and, when so
sent by certified mail, four days after deposit with the United States Postal
Service.

(e) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

(f) This Agreement shall be enforced, governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely within such State. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.

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<PAGE> 12

(g) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

(h) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

(i) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement under seal as of the day and year first above written.

CYTATION.COM INCORPORATED

By: /s/ Edward F. Hayes
----------------------------------
Edward F. Hayes
Chief Financial Officer

USA GROUP NOEL-LEVITZ, INC.

By: /s/ J. David Maas
----------------------------------
Printed Name: J. David Maas
Title: Treasurer

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<PAGE> 1
Exhibit 10.7

L E A S E

THIS LEASE is entered into by and between VICTORIA S. TARSAGIAN
(hereinafter the "Landlord") and WEB SERVICES INTERNATIONAL, INC.

(hereinafter the "Tenant").

IT IS MUTUALLY covenanted and agreed by and between the parties as
follows:

1. DEFINITIONS AND CONSTRUCTION.

1.01. For the purposes of this lease, the following words and phrases
are defined as set forth below -

THE BUILDING: the building at 809 Aquidneck Avenue, Middletown,
Rhode Island, within which the Leased Premises are
situated.

LEASED PREMISES: the premises described as follows:

approximately 3,200 square feet of office space located
on the first floor of the east wing of the Building
together with the right in common with the other Tenants
of the Building to use the common areas of the Building
and the parking spaces allocated to the Building.

TENANT: see introduction.

PROPERTY TAXES: All real property taxes and other assessments
(including taxes and other assessments by any water,
sewer, fire or other special district) of every nature
and description whether general or special payable by the
Landlord with respect to the Leased Premises.

1.02. The word "person refers to partnerships (including limited
partnerships), corporations, trusts and other legal entities, as well as natural
persons. The title of this Lease, as well as the paragraph and subparagraph
titles, are for convenience of reference only and will not be considered in the
interpretation or construction of any of the provisions hereof. Words in the
singular may be construed to include the plural, and vice versa, as the context
may require. Any consent, approval or acceptance required or permitted to be
given by a party to this Lease will be in writing and will not be unreasonably
withheld or delayed. Any notice required or permitted to
<PAGE> 2
be given by a party to this Lease will be in writing and will be given within
the time provided for herein.

2. LEASING.

The Landlord demises and leases to the Tenant and the Tenant leases and
takes from the Landlord the Leased Premises.

3. TERM.

The initial Term of this Lease shall be five (5) years beginning on
October 1, 1996, and ending on September 30, 2001.

4. RENT.

From October 1, 1996, to September 30, 1999, the Tenant will pay to the
Landlord, at the address hereinafter specified, rent at the annual rate of
THIRTY-FOUR THOUSAND TWO HUNDRED ($34,200.00) DOLLARS, in equal monthly
installments of TWO THOUSAND EIGHT HUNDRED FIFTY AND 00/100 ($2,850.00) DOLLARS
each, payable in advance on the first business day of each month.

From October 1, 1999, to September 30, 2000, the Tenant will pay to the
Landlord, at the address hereinafter specified, rent at the annual rate of
THIRTY-NINE THOUSAND ONE AND 00/100 ($39,000.00) DOLLARS in equal monthly
installments of THREE THOUSAND TWO HUNDRED FIFTY AND 00/100 ($3,250.00) DOLLARS
each payable in advance on the first business day of each month.

A late charge of ONE HUNDRED AND 00/100 ($100.00) DOLLARS will be paid by
Tenant for any month that Landlord does not receive the rent by the 10th of that
month.

The Landlord shall prior to the commencement of this Lease complete agreed
upon renovations to the Leased Premises. Tenant shall pay to Landlord
THIRTY-NINE THOUSAND

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<PAGE> 3
AND 00/100 ($39,000.00) DOLLARS as its contribution to the cost of said agreed
upon renovations. This amount shall be paid as follows: SIX THOUSAND FIVE
HUNDRED AND 00/100 ($6,500.00) DOLLARS upon the execution of this Lease and
THIRTY~--TWO THOUSAND FIVE HUNDRED AND 00/100 ($32,500.00) DOLLARS on or before
October 1, 1996. Tenants shall not take possession of the Leased Premises until
said THIRTY-NINE THOUSAND AND 00/100 ($39,000.00) DOLLARS has been paid to
Landlord. As further consideration for the payment of the aforesaid THIRTY-NINE
THOUSAND AND 00/100 ($39,000.00) DOLLARS, Tenant shall pay no rent during the
Fifth (5th) year (October 1, 2000 to September 30, 2001) of this Lease, but
shall pay its share of common area maintenance in accordance with Paragraph 5 of
this Lease and of property taxes in accordance with Paragraph 29 of this Lease.

5. ADDITIONAL RENT FOR COMMON AREA MAINTENANCE.

In addition to the rent payable in accordance with Paragraph 4
hereinabove, Tenant shall pay as additional rent twenty-five (25%) percent of
the operating expenses of the common areas of the Building incurred by Landlord.
The common area operating expenses shall be defined as the following:

(a) Janitorial expenses for maintenance of the common areas of the
Building, including the common bathrooms;

(b) Electricity and heat expenses for the common areas;

(d) Lawn care and landscaping expenses;

(e) Rental of dumpsters for trash and costs of trash removal; and

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<PAGE> 4
(f) Cleaning of outside windows of the Building.

Tenant, during the initial term of this Lease, shall pay TWO HUNDRED
THIRTY ($230.00) DOLLARS per month as its estimated share of the common area
expenses which payment shall be due on the first of each month commencing
October 1, 1996. Every six (6) months beginning April 1, 1 997, Landlord shall
deliver to Tenant a reasonably detailed statement setting forth the actual
common area expenses for the prior six (6) months. If Tenant's monthly estimated
payments shall be less than. the amount set forth in such statement, Tenant
shall pay the balance shown on such statement to Landlord within twenty-five
(25) days of receipt of such statement. If Tenant shall have paid more than the
amount set forth in such statement, Landlord shall credit such amount against
future payments of additional rent.

6. PERMITTED USE; COMPLIANCE WITH LAWS, ETC.

The Tenant will use the Leased Premises solely for the following purposes:
OFFICE SPACE. The Tenant will promptly observe and comply with all present and
future laws, ordinances, requirements, orders, directives, rules and regulations
of federal, state, city and town governments and all other governmental
authorities or any national or local Board of Fire Insurance Underwriters
affecting the Leased Premises or the Tenant's use thereof. The Tenant will
indemnify and hold harmless the Landlord from and against any and all penalties
or damages charged to or imposed upon it or for any violation of any such laws,
ordinances, rules or regulations. The Tenant will not use, or permit the use of,
the Leased Premises for any purpose which would cause the premiums on the
Landlord's fire and casualty insurance to be increased or create a forfeiture or
prevent renewal of such insurance. The Tenant will not use, or permit the use
of, the Leased Premises for any improper, offensive or unlawful purpose. The
Tenant will not use the parking area for the storage of unregistered cars, junk
cars or boats.

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<PAGE> 5
7. REPAIRS AND MAINTENANCE.

7.01. The Landlord will maintain all structural portions of the building
at its expense during the term of this Lease, and shall replace any fixtures,
air conditioners, and heating equipment requiring replacement.

7.02. Tenant shall, at its own expense, keep and maintain the interior
part of the Leased Premises including normal maintenance of fixtures,
replacement of broken glass and electric light bulbs used for lighting fixtures,
normal maintenance of air conditioning and heating systems including such items
as annual adjustments, recharging of the air-conditioning system and filters.
Landlord will pay for replacement and/or repair of the heating and
air-conditioning systems.

7.03. Tenant shall furnish all necessary janitorial and maintenance
service and supplies necessary to keep the demised premises in suitable
condition for the purposes specified during the term of this Lease. It shall pay
in proper time all charges for electricity, heating and power used on the
demised premises. The Tenant shall maintain minimum heat of 45 degrees.

7.04. Landlord shall maintain the walls, roofs, sidewalk, parking area,
driveways, and alleys, outside plumbing, gutters and other exterior areas of the
building; however, Landlord shall not be responsible for the maintenance and
repairs as aforesaid if the said maintenance and/or repairs is occasioned by
damage which is attributable to the Tenant, its officers, agents or servants.

8. ALTERATIONS AND IMPROVEMENTS.

The Tenant may make any alterations or improvements to the Leased Premises
which do not materially impair or diminish the rental value of the Leased
Premises and the Building. All alterations and improvements will be subject to
the Landlord's prior approval of plans and

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<PAGE> 6
specifications and such reasonable conditions (affecting, among other things,
the obtaining of required permits and authorizations, the selection of an
architect or engineer, the prompt completion of the alteration or improvement,
the payment for labor and materials supplied in connection with the same,
evidence of contractor's insurance, and contractor's performance and payment
bond) as the Landlord deems appropriate. All alterations and improvements will
become the property of the Landlord.

9. TENANT'S TRADE FIXTURES.

The Tenant may install Tenant's Trade Fixtures in the Leased Premises
provided that the same will not materially impair or diminish the rental value
of the Leased Premises. Tenant's Trade Fixtures will, notwithstanding the manner
of their installation, remain the property of the Tenant and will be removed by
the Tenant upon the termination of this Lease. The Tenant will repair any damage
to the Leased Premises occasioned by the removal of the Tenant's Trade Fixtures.
Any of Tenant's Trade Fixtures left on the Leased Premises upon the termination
of this Lease, at the election of the Landlord, may be (i) removed at the
Tenant's expense and sold, stored or discarded, or (ii) deemed to have been
abandoned and to be the property of the Landlord.

10. PUBLIC LIABILITY INSURANCE; INDEMNITY.

10.01. The Tenant will obtain and pay for general comprehensive public
liability insurance insuring the Landlord and the Tenant against loss from and
liability for damages on account of loss or injury suffered by any person or
property within or upon the Leased Premises, the coverage and protection of such
insurance to be in the amount of $1,000,000.00. Limits of such liability
insurance will be reviewed annually and increased if independent insurance
advisors selected by the Landlord so advise.

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<PAGE> 7
10.02. The Tenant will indemnify and hold harmless the Landlord from and
against all loss, cost or damage (including reasonable attorneys' fees)
sustained by the Landlord on account of: (i) damage to property or injury to
persons resulting from any accident or other occurrence on or about the Leased
Premises, (ii) damage to property or injury to persons resulting from activities
of the Tenant on or about the Leased Premises -or elsewhere, or (iii) the
Tenant's failure to perform or fulfill any term, condition or agreement
contained or referred to herein on the part of the Tenant to be performed or
fulfilled.

11. FIRE OR OTHER CASUALTY WAIVER OF SUBROGATION; TENANT'S PROPERTY.

11.01. If the Building or the Leased Premises or any part thereof are
damaged by fire or other casualty, the Landlord will forthwith commence and
continue with all reasonable diligence the repair of the same, provided,
however, that if the Landlord so elects then upon notice given to the Tenant not
later than 30 days after the casualty, the Landlord may terminate this Lease as
of the date of the casualty and a proportionate part of the rent paid in advance
will be repaid to the Tenant. If the repair of the damage to the Leased Premises
is expected to require more than 90 days from the date of the casualty and the
Tenant will be deprived of substantially all beneficial use of the Leased
Premises during that time, then upon notice given to the Landlord not later than
30 days after the casualty, the Tenant may terminate this Lease as of the date
of the casualty and a proportionate part of the rent paid in advance will be
repaid to the Tenant. Until the Leased Premises are restored by the Landlord,
there will be an equitable adjustment of rent.

11.02. Each party will cause each fire or other casualty insurance policy
obtained by it to provide that the insurance company waives all right of
recovery by way of subrogation against either party in connection with any
damage covered by any policy. If any such insurance policy cannot be obtained
with a waiver of subrogation, or is obtainable only by the payment of an

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<PAGE> 8
additional premium charge above that charged by insurance companies issuing
policies without waiver of subrogation, the party undertaking to obtain the
insurance will notify the other party of this fact. The other party will have a
period of 10 days after receiving the notice either to place the insurance with
a company that is reasonably satisfactory to the other party and that will carry
the insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost. If the insurance
cannot be obtained or the party in whose favor a waiver of subrogation is
desired refuses to pay the additional premium charged, the other party is
relieved of the obligation to obtain a waiver of subrogation rights with respect
to the particular insurance involved.

11.03. The risk of loss of or damage to property of the Tenant on or about
the Leased Premises will be borne solely by the Tenant and neither the Landlord
not any other tenant will have any liability for loss thereof or damage thereto.

12. INSURANCE POLICIES.

All insurance required under this Lease will be issued by companies
satisfactory to the Landlord. Each such policy will contain a provision that no
act or omission of the Tenant will affect or limit the obligation of the insurer
to pay on behalf of the Landlord. the amount of the loss sustained by, or claim
made against, the Landlord, and, to the extent obtainable, will. contain an
agreement by the insurer that such policy will not be canceled without at least
20 days' prior written notice to the Landlord.

13. SUBORDINATION.

This Lease will be subject and subordinate to any mortgage of the Building
now of record or recorded after the date hereof. Such subordination is effective
without any further act of the Tenant and the Tenant will from time to time on
request from the Landlord execute and deliver

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<PAGE> 9
any instruments that may be required by any lender to effect the subordination
provided for herein. If the Tenant fails to execute and deliver any such
instrument, the Tenant irrevocably appoints the Landlord, with full power of
substitution, the Tenant's attorney-in-fact to -execute and deliver any such
instrument.

14. CONDEMNATION.

If the Building is taken in condemnation proceedings or by exercise of any
right of eminent domain, the Landlord will be entitled to collect from the
condemnor the entire award that may be made in any such proceeding without
deduction therefrom for any interest of the Tenant under this Lease (except such
portion of any award as is specifically made for the Tenant's moving expenses)
and this Lease will terminate as of the date of the taking.

15. ASSIGNMENTS AND SUBLEASES.

The Tenant will not assign or encumber its interest in this Lease or in the
Leased Premises, or sublease all or any part of the Leased Premises, or allow
any other person, firm or corporation (except the Tenant's authorized
representatives) to occupy or use all or any part of the Leased Premises,
without first obtaining the Landlord's written consent. Any assignment,
encumbrance or sublease without the Landlord's consent will be voidable and, at
the Landlord's election, will constitute a default under this Lease. No
permitted assignment or subleasing will in any way affect or reduce any of the
obligations of the Tenant under this Lease.

16. DEFAULT AND REMEDIES.

16.01. The Tenant will be in default under this Lease upon the occurrence
of any of the following events or conditions as to the Tenant or any guarantor
of the Tenant's obligations hereunder: (i) the Tenant's failure to pay rent or
make the other payments at the times and in the manner provided for herein, such
failure having continued for a period of 5 days (no notice of

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<PAGE> 10
such non-payment being required to be given by the Landlord); (ii) the Tenant's
failure to perform or fulfill any other term, condition or agreement contained
or referred to herein, on the part of the Tenant to be performed or fulfilled,
such failure having continued (no reasonable efforts having been made by the
Tenant to correct the same) for a period of 15 days after notice thereof shall
have been given by the Landlord to the Tenant; (iii) the Tenant's or any
guarantor's being adjudged, bankrupt or insolvent, or voluntarily or
involuntarily taking advantage of any of the provisions of the Bankruptcy Act,
or making a general assignment for the benefit of creditors, or a permanent
receiver being appointed for its property and estate or of any part thereof, or
the leasehold interest hereby created being levied upon by execution or taken by
process of law; (iv) the dissolution of the Tenant or any guarantor of the
Tenant's obligations hereunder; or (v) the Tenant's vacating the Leased Premises
for 15 consecutive days.

16.02. In the event of default, it will be lawful for the Landlord
thereupon, or at any time thereafter, at the Landlord's option, and with or
without process of law, to terminate this Lease and to enter upon t he Leased
Premises and to expel the Tenant and those claiming under the Tenant, without
being guilty of any manner of trespass, and thenceforth peacefully and quietly
hold and enjoy the Leased Premises as if this Lease had not been made; without
prejudice, however, to any right to sue for and recover any rent and other sums
then due under this Lease, or to any claim for damages or right of action or
remedy for preceding breach of any covenant, agreement or condition herein
contained which the Landlord might otherwise have or use.

16.03. In case of entry and termination of the Lease as hereinabove
provided, the Tenant will pay to the Landlord as damages for the Tenant's breach
of the lease the amount by which the rent provided for the remainder of the term
exceeds the fair rental value of the Leased Premises for the remainder of the
term.

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<PAGE> 11
16.04. Or, in the event of default, alternatively, at the Landlord's
option, the Landlord may enter upon the Leased Premises as the agent of the
Tenant, and if the Landlord desires, expel the Tenant and those claiming under
the Tenant, without being guilty of any manner of trespass, and may rent the
Leased Premises as such agent, applying the net proceeds of such rentals on
account of the rent and other sums due from the Tenant, holding the Tenant
liable for any deficiency, and accounting to the Tenant for any surplus.

16.05. In the event of default, this Lease will not, except at the option
of the Landlord, continue for the benefit of any attaching creditor, assignee
for the benefit of creditors, permanent receiver, or trustee in bankruptcy.

16.06. In the event of default, in addition to any other sums due to the
Landlord hereunder, the Tenant will pay the Landlord's reasonable attorneys'
fees and all other expenses incurred in connection with enforcing its rights
hereunder.

17. OTHER RIGHTS AND RESPONSIBILITIES OF LANDLORD; SERVICES AND UTILITIES.

17.01. The Landlord and its authorized representatives will have the right
to enter the Leased Premises at all reasonable times for any of the following
purposes: (i) to determine whether the Leased Premises are in good condition and
whether the Tenant is complying with its obligations under this Lease; (ii) to
give any notice required or permitted to be given to the Tenant hereunder; (iii)
to post "For Sale" or "For Lease" signs during the last three (3) months of the
term or during any period while the Tenant is in default; (iv) to show the
Leased Premises to prospective brokers, agents, buyers, or tenants during the
last three (3) months of the term or during any period while the Tenant is in
default; or (v) to do any necessary maintenance and to make any restoration or
repairs to the Leased Premises or the Building.

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<PAGE> 12
17.02. The Landlord will have the right to relocate or change any common
facility in the Building and any parking area adjacent thereto provided that
comparable facilities are provided.

17.03. The Landlord will have the right to close doors, entryways and
common areas for the purpose of repairing, maintaining or altering the same so
long as reasonable access to the Leased Premises is provided.

18. SURRENDER; HOLDOVER.

18.01. At the termination of this Lease, the Tenant will peaceably
surrender the Leased Premises in good order, condition and repair, excepting
reasonable wear and tear and excepting damage by fire or other casualty which
has been insured against.

18.02. If the Tenant remains in possession of the Leased Premises after
the expiration of the term of this Lease and continues to pay rent without any
express agreement as to holding over, the Landlord's acceptance of rent will be
deemed an acknowledgment of the Tenant's holding over upon a month-to-month
tenancy, subject, however, to all of the terms and conditions of this Lease
except as to the term hereof and any option to renew the term. 18.03. If the
Tenant remains in possession of the Leased Premises after the expiration of the
term of this Lease, whether as a month-to-month tenant pursuant to Paragraph
18.02 or otherwise, and the Landlord at any time declines to accept the rent at
the rate specified herein, the Tenant's holding over thereafter will be deemed
to be as a tenant at sufferance. The Tenant will nevertheless be subject to all
of the terms and conditions of this Lease except as to the term hereof and any
option to renew the term and except that the tenant will pay a monthly rent
double the amount otherwise due hereunder and will pay all loss, cost or damage
(including attorneys' fees) sustained by the Landlord on account of such holding
over.

19. QUIET ENJOYMENT.

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<PAGE> 13
Upon paying the rent and all other payments required to be made by the
Tenant hereunder, and upon the Tenant's performing and fulfilling all terms,
conditions or agreements on its part to be performed and fulfilled, the Tenant
will quietly have and enjoy the Leased Premises during the term of this Lease
without lawful hindrance by any person claiming by, through or under the
Landlord.

20. WAIVERS.

The failure of the Landlord to insist in any one or more instances upon
the strict and literal performance of any of the agreements, terms, or
conditions of this Lease or to exercise any option of the Landlord herein
contained, will not be construed as a waiver for the future of such term,
condition, agreement or option. The receipt by the Landlord of rent with
knowledge of the breach of any term, condition, or agreement will not be deemed
to be a waiver of such breach. The receipt by the Landlord of rent after the
giving of any notice required to be given to the Tenant by law or by the terms
of this Lease will not in any way affect the operation of such notice.

21. NOTICES.

No notice, approval, consent or other communication permitted or required
to be given by this Lease will be effective unless the same is sent postage
prepaid, by United States registered or certified mail, return receipt
requested, to the other party at the following addresses:

If to the Landlord: VICTORIA S. TARSAGIAN
74 TAYLOR ROAD
PORTSMOUTH, RI 02871

If to the Tenant: WEB SERVICES INTERNATIONAL, INC.
WILLIAM FINK, PRESIDENT
809 AQUIDNECK AVENUE
MIDDLETOWN, RI 02842

or to such other address as either party may designate by notice to the other
party.

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<PAGE> 14
22. GOVERNING LAW.

This Lease and the performance thereof will be governed, interpreted,
construed and regulated by the laws of the State of Rhode Island.

23. SUCCESSORS AND ASSIGNS.

This Lease will bind and entire to the benefit of the parties hereto
and their respective successors and permitted assigns. References herein to
the parties will be deemed to include their respective successors and
permitted assigns.

24. ENTIRE AGREEMENT.

This Lease contains all of the agreements of the parties and may not be
modified or amended except by written agreement.

25. TENANTS' RULES AND REGULATIONS.

The Tenant will comply with rules and regulations governing the use of the
Building. The Landlord will have the right from time to time to alter or amend
the same. Upon delivery of a copy of the rules and regulations to the Tenant,
the Tenant will become bound by them and will comply with the same. If there is
a conflict between the rules and regulations and any of the provisions of this
Lease, the provisions of this Lease will prevail. The Landlord will not be
liable to the Tenant for violation of any rules and regulations by other
tenants.

26. SECURITY DEPOSIT.

As additional security for the fall and prompt performance by the Tenant
of all of the Tenant's obligations hereunder, the Tenant has upon execution of
this Lease paid to the Landlord a security deposit in the amount of TWO THOUSAND
EIGHT HUNDRED FIFTY AND 00/100 ($2,850.00) DOLLARS, which amount may be
applied by the Landlord for the purpose of curing any default or defaults of the
Tenant under this Lease. If the Tenant has not defaulted

-14-
<PAGE> 15
hereunder or if Landlord has not applied the security deposit to any default,
then the security deposit or any portion thereof not so applied by the Landlord
will be paid to the Tenant at the termination of this Lease. In the event that
the Landlord expends any part of the security deposit for the purpose of curing
any such default and notifies the Tenant of such application, the Tenant will
promptly pay Landlord the portion of the security deposit so used. The Landlord
will neither be required to pay interest on the security deposit nor to
segregate it or treat the security deposit as a trust fund.

27. HAZARDOUS WASTE CLAUSE.

27.01. The Tenant shall provide the Landlord with a list of any and all
materials of whatever nature and form which constitutes a hazardous waste as
defined in Rhode Island General Laws Title 23, Chapter 19.1 at sect. seq. or any
other local or federal code, law, provision, regulation or enactment.

27.02. The Tenant shall provide the Landlord with written notification
within five (5) calendar days of the addition of any hazardous wastes being
handled or otherwise possessed by the Tenant which have not been previously
identified in the listing provided in paragraph 27.01.

27.03. The Tenant shall not discharge, dispose or destroy any materials
constituting hazardous waste on the leased properties or any of the adjacent
properties associated therewith, in violation of any local, state or federal
code, law, provision, regulation or. enactment.

27.04. The Tenant will dispose of any and all hazardous waste as
previously defined in fall compliance with any and all local, state or federal
codes, laws, provisions, regulations or enactments.

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<PAGE> 16
27.05. The Tenant shall provide the Landlord with an original duplicate of
any and all manifests required by local, state or federal code, law, regulation,
provision or enactment for the disposal of any hazardous waste or waste
materials.

27.06. The Tenant shall do nothing to cause the seizure and forfeiture of
the leased properties or any of the property as a whole of which the leased
property is a part. In the event that Tenant shall do so, Tenant shall be fully
liable to the Landlord for any and all losses sustained, including but not
limited to diminution in the property value of said property, legal fees
incurred by the Landlord, and the value of the property as a whole, together
with any fees, fines, penalties, or damages sustained by the Landlord.

27.07. (i) The Tenant shall do nothing to cause the issuance of Notice of
Violation as set forth in R.I.G.L. Section 23-19.1-33; (ii) the Tenant shall be
liable for any diminution of the property value caused to the Leased Premises or
the aggregate of the property which is effected by the recording of a Notice of
Violation in the Land Evidence Records; and (iii) the Tenant shall make every
effort and take every measure necessary to have the Notice of Violation
rescinded from the Land Evidence Records as allowed by law.

27.08. Indemnification. Tenant shall indemnify the Landlord for any and
all damages, assessments, legal fees, restoration costs, penalties, or other
legal remedies for which Lessor may be or become liable on or answerable to
because of Tenant's actions under any local, state or federal code, law,
provision, regulation or enactment regarding hazardous waste.

28. SIGNS.

The Tenant shall not place any signs on the Building. The Landlord will
erect a sign in the front of the Building, and the Tenant shall be entitled
to use of twenty (20%) percent of this sign for purposes of identification of
the business being conducted at the Leased Premises.

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<PAGE> 17
29. ADDITIONAL RENT.

As additional rent during the extended terms of this Lease, the Tenant
will pay its proportionate share of increases in Property Taxes (whether the
increase is a result from an increase in rate or an increase in valuation, or
both), in excess of those Property Taxes payable with respect to or during the
base expense year, which for the purposes of this Lease is defined as the 1997
fiscal year of the Town of Middletown, Rhode Island. The Tenant's proportionate
share will be twenty-five (25%) percent the increases in Property Taxes
attributable to the building at 809 Aquidneck Avenue, Middletown, Rhode Island,
and twenty-one and one-half (21.5%) percent of the increases in Property Taxes
attributable to the land known as Assessor's Lot 504 on Assessor's Plat 114 of
the Town of Middletown which Assessor's Lot contains both the building at 811
Aquidneck Avenue and the building at 809 Aquidneck Avenue. Said additional rent
shall be payable by Tenant to Landlord within thirty (30) days of Tenants
receiving a statement from Landlord of such additional rent due as a result of
increases in the Property Taxes. If the Tax Assessor of the Town of Middletown
does not assess the two (2) buildings on Assessor's Lot 504 separately, the
increases in property taxes for the building at 809 Aquidneck Avenue will be
calculated upon eighty (80%) percent of the increases for the total value of
both buildings on Assessor's Lot 504.

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<PAGE> 18
IN WITNESS WHEREOF, the Landlord and Tenant have executed this instrument
this 29th day of JULY, 1996.

In presence of::

_________________________________ ___________________________________
WITNESS VICTORIA S. TARSAGIAN
Landlord

_________________________________ WEB SERVICES INTERNATIONAL INC.
WITNESS Tenant

BY:_______________________________
WILLIAM FINK, PRESIDENT

_________________________________ BY:_______________________________
WITNESS KEVIN HIGH, VICE PRESIDENT

STATE OF RHODE ISLAND
COUNTY OF NEWPORT

In Middletown, RI on this 20th day of JULY, 1996, before me personally
appeared VICTORIA S. TARSAGIAN to me known and known by me to be the party
executing the foregoing instrument and her acknowledged said instrument by her
executed to be her free act and deed.

________________________________
Notary Public
Commission Expire

STATE OF RHODE ISLAND
COUNTY OF NEWPORT

In Middletown, RI on this 29th day of JULY, 1996, before me personally appeared
WILLIAM FINK in his capacity as PRESIDENT and KEVIN HIGH in his capacity as VICE
PRESIDENT of WEB SERVICES INTERNATIONAL, INC., and to me known and known by me
to be the parties executing the foregoing instrument and they acknowledged said
instrument by them executed to be their free acts and deeds, in their said
capacities and the free act and deed of WEB SERVICES INTERNATAONAL, INC.

-18-
<PAGE> 19
_____________________________
Notary Public
Commission Expire

-19-

<PAGE> 1

Exhibit 21.1

CYTATION.COM INCORPORATED

LIST OF SUBSIDIARIES

NAME STATE OF INCORPORATION
---- ----------------------

Cytation Corporation Delaware

CollegeLink.com Incorporated Delaware

<PAGE> 1
Exhibit 23.2

INDEPENDENT ACCOUNTANT'S CONSENT

We hereby consent to the use of our report for Web Services International, Inc.
dated August 14, 1998, except for Note 10 as to which the date is July 15, 1999
and the reference to us under Experts to be included in the Registration
Statement on Form SB-2 of Cytation.Com Incorporated.

Radin, Glass & Co., LLP
Certified Public Accountants
August 11, 1999

<PAGE> 1

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form SB-2 for
Cytation.com Incorporated of our accountants compilations' report, dated August
5, 1999, relating to the financial statements of ECI, Inc. as of and for the
years ended December 31, 1998, 1997 and 1996, which appear in such Registration
Statement. We also consent to the reference to us under the heading "Experts"
in such Registration Statement, with respect only to matters pertaining to ECI,
Inc.

/s/ Paolilli & Jarek, LLC

Paolilli & Jarek, LLC

Chelmsford, Massachusetts
August 12, 1999

<ARTICLE> 5

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