EXHIBIT 10.01

                          AGREEMENT AND PLAN OF MERGER
                           --------------------------

     This  AGREEMENT  AND  PLAN  OF MERGER (the "AGREEMENT") is made and entered
                                                 ---------
into  as  of  July 24, 2006 between CYTATION CORPORATION, a Delaware corporation
with  a mailing address of 4902 EISENHOWER BLVD, SUITE 185, TAMPA, FLORIDA 33634
("CYTATION"),  and DEER VALLEY CORPORATION, a Florida corporation with a mailing
  --------
address of 4902 EISENHOWER BLVD, SUITE 185, TAMPA, FLORIDA 33634("DEER VALLEY").
                                                                  -----------
Cytation  and  Deer  Valley  are  from  time  to  time herein referred to as the
"CONSTITUENT  CORPORATIONS."
 -------------------------

                                    RECITALS
                                    --------

     WHEREAS,  Cytation  is  a corporation duly organized and existing under the
laws  of  the  State  of  Delaware.

     WHEREAS, Deer Valley is a corporation duly organized and existing under the
laws  of  the  State  of  Florida.

     WHEREAS,  the  Boards  of Directors of the Constituent Corporations deem it
advisable  and  to  the  advantage  of  the  Constituent  Corporations and their
respective  shareholders  that  Cytation be merged with and into Deer Valley for
the  purpose  of changing the jurisdiction of incorporation of Cytation from the
State  of  Delaware  to  the  State  of  Florida.

     WHEREAS,  each  of the Constituent Corporations has, subject to approval by
its  shareholders,  adopted  the  Agreement  and Plan of Merger embodied in this
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  terms hereof, the Constituent
Corporations  do  hereby  agree  to  merge  on  the  terms and conditions herein
provided,  as  follows:

                                    ARTICLE I

                                   The Merger
                                   ----------

     1.01     The  Merger.  Upon the terms and subject to the conditions hereof,
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on  the  Effective  Date (as hereinafter defined), Cytation shall be merged with
and  into  Deer  Valley  in accordance with the applicable laws of the States of
Delaware  and  Florida (the "MERGER").  The separate existence of Cytation shall
                             ------
cease,  and  Deer  Valley  shall  be  the  surviving corporation (the "SURVIVING
                                                                       ---------
CORPORATION")  and  shall  be  governed  by  the  laws  of the State of Florida.
-----------

     1.02     Effective Date.  The Merger shall become effective on the date and
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at  the  time of filing of Articles of Merger, in substantially the form annexed
hereto  as Exhibit"A", with the Secretary of State of the State of Delaware, and
           ----------
Articles of Merger in substantially the same form with the Secretary of State of
the  State  of Florida, whichever later occurs (the "EFFECTIVE DATE"), all after
                                                     --------------
satisfaction  of  the  requirements  of  the  applicable  laws  of  such  States
prerequisite to such filings, including, without limitation, the approval of the
shareholders  of  the  Constituent  Corporations.

<PAGE>

     1.03     Articles of Incorporation.  On the Effective Date, the Articles of
              -------------------------
Incorporation  of  Deer  Valley, as in effect immediately prior to the Effective
Date,  shall  continue in full force and effect as the Articles of Incorporation
of  the  Surviving  Corporation.

     1.04     Bylaws.  On  the  Effective Date, the Bylaws of Deer Valley, as in
              ------
effect immediately prior to the Effective Date, shall continue in full force and
effect  as  the  bylaws  of  the  Surviving  Corporation.

     1.05     Directors and Officers.  The directors and officers of Deer Valley
              ----------------------
immediately  prior  to the Effective Date shall be the directors and officers of
the  Surviving  Corporation, until their successors shall have been duly elected
and  qualified or until otherwise provided by law, the Articles of Incorporation
of  the  Surviving  Corporation  or  the  Bylaws  of  the Surviving Corporation.

                                   ARTICLE II

                              Conversion of Shares
                              --------------------

     2.01     Cytation Common Stock.  Upon  the Effective Date, by virtue of the
              -----------------------
Merger  and  without any action on the part of any holder thereof, each share of
Cytation Common Stock outstanding immediately prior thereto shall be changed and
converted into one fully paid and nonassessable share of the common stock of the
Surviving  Corporation.

     2.02     Cytation  Series  A  Preferred Stock.  Upon the Effective Date, by
              -------------------------------------
virtue  of  the Merger and without any action on the part of any holder thereof,
each  share  of  Cytation Series A Preferred Stock outstanding immediately prior
thereto  shall  be  changed  and converted into one fully paid and nonassessable
share  of  the  Series  A  Preferred  Stock  of  the  Surviving  Corporation.

     2.03     Cytation Series  B Preferred  Stock. Upon  the  Effective Date, by
              -------------------------------------
virtue  of  the Merger and without any action on the part of any holder thereof,
each  share  of  Cytation Series B Preferred Stock outstanding immediately prior
thereto  shall  be  changed  and converted into one fully paid and nonassessable
share  of  the  Series  B  Preferred  Stock  of  the  Surviving  Corporation.

     2.04     Cytation  Series  C  Preferred  Stock. Upon the Effective Date, by
              -------------------------------------
virtue  of  the Merger and without any action on the part of any holder thereof,
each  share  of  Cytation Series C Preferred Stock outstanding immediately prior
thereto  shall  be  changed  and converted into one fully paid and nonassessable
share  of  the  Series  C  Preferred  Stock  of  the  Surviving  Corporation.

     2.05     Cytation  Series  D  Preferred  Stock. Upon the Effective Date, by
              -------------------------------------
virtue  of  the Merger and without any action on the part of any holder thereof,
each  share  of  Cytation Series D Preferred Stock outstanding immediately prior
thereto  shall  be  changed  and converted into one fully paid and nonassessable
share  of  the  Series  D  Preferred  Stock  of  the  Surviving  Corporation.

     2.06     Exchange  of  Certificates. Each person who  becomes  entitled  to
              --------------------------
receive  common  or preferred stock of the Survivor Corporation by virtue of the
Merger  shall be entitled to receive from the Surviving Corporation, as promptly
as  practicable  after  the  Effective  Date,  a  certificate  or  certificates
representing  the  number  of  shares  of Survivor Stock to which such person is
entitled  as  provided  herein.

                                     -2-
<PAGE>

                                   ARTICLE III

                              Effect of the Merger
                              --------------------

     3.01     Rights, Privileges, Etc.  On the Effective Date of the Merger, the
              -----------------------
Surviving Corporation, without further act, deed or other transfer, shall retain
or  succeed  to,  as  the  case  may  be, and possess and be vested with all the
rights, privileges, immunities, powers, franchises and authority, of a public as
well  as of a private nature, of Cytation and Deer Valley; all property of every
description  and  every interest therein, and all debts and other obligations of
or  belonging  to or due to each of Cytation and Deer Valley on whatever account
shall  thereafter  be  taken  and deemed to be held by or transferred to, as the
case  may  be,  or  invested in the Surviving Corporation without further act or
deed;  title  to  any real estate, or any interest therein vested in Cytation or
Deer  Valley,  shall  not  revert  or  in  any way be impaired by reason of this
Merger;  and all of the rights of creditors of Cytation and Deer Valley shall be
preserved unimpaired, and all liens upon the property of Cytation or Deer Valley
shall  be  preserved  unimpaired,  and  all  debts, liabilities, obligations and
duties  of  the  respective  corporations  shall  thenceforth  remain with or be
attached  to,  as the case may be, the Surviving Corporation and may be enforced
against  it to the same extent as if all of said debts, liabilities, obligations
and  duties  had  been  incurred  or  contracted  by  it.

     3.02     Further  Assurances.  From  time  to time, as and when required by
              -------------------
the  Surviving  Corporation  or  by  its  successors and assigns, there shall be
executed  and  delivered on behalf of Cytation such deeds and other instruments,
and  there  shall  be  taken  or caused to be taken by it such further and other
action,  as  shall be appropriate or necessary in order to vest or perfect in or
to  conform of record or otherwise in the Surviving Corporation the title to and
possession  of  all  the  property,  interest,  assets,  rights,  privileges,
immunities,  powers, franchises and authority of Cytation and otherwise to carry
out  the  purposes  of  this  Agreement,  and  the officers and directors of the
Surviving Corporation are fully authorized in the name and on behalf of Cytation
or  otherwise to take any and all such action and to execute and deliver any and
all  such  deeds  and  other  instruments.

                                   ARTICLE IV

                                  Miscellaneous
                                  -------------

     4.01     Abandonment.  At  any  time  before  the  Effective  Date,  this
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Agreement  may  be  terminated  and  the  Merger may be abandoned for any reason
whatsoever  by the Board of Directors of either Cytation or Deer Valley or both,
notwithstanding  the  approval of this Agreement by the shareholders of Cytation
and  Deer  Valley.

     4.02     Amendment.  At  any  time  prior  to  the  Effective  Date,  this
              ---------
Agreement  may  be  amended  or modified in writing by the Board of Directors of
either  Cytation  or  Deer  Valley or both; provided, however, that an amendment
made  subsequent to the adoption of this Agreement by the shareholders of either

                                     -3-
<PAGE>

Constituent  Corporation  shall  not  alter  or  change  any  of  the  terms and
conditions of this Agreement if such alteration or change would adversely affect
the  rights  of  the  shareholders  of  such  Constituent  Corporation.

     4.03     Governing  Law.  This Agreement shall be governed by and construed
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and  enforced in accordance with the laws of the State of Florida and, so far as
applicable,  the  merger  provisions  of  the  Delaware General Corporation Law.

     4.04     Counterparts.  In  order to facilitate the filing and recording of
              ------------
this  Agreement, the same may be executed in any number of counterparts, each of
which  shall  be  deemed  to  be  an  original.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  day  and  year  first  above  written.


                                       CYTATION  CORPORATION,  a  Delaware
                                       corporation

                                       By: /s/ Charles G. Masters
                                          -----------------------------------
                                          Charles G. Masters, President & CEO




                                       DEER  VALLEY  CORPORATION,  a
                                       Florida  corporation

                                       By: /s/ Charles G. Masters
                                          -----------------------------------
                                          Charles G. Masters, President & CEO

                                     -4-
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