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<ACCESSION-NUMBER>0001214782-06-000139
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<ITEMS>1.01
<ITEMS>5.02
<ITEMS>7.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20060728
<DATE-OF-FILING-DATE-CHANGE>20060728
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<COMPANY-DATA>
<CONFORMED-NAME>DEER VALLEY CORP
<CIK>0000095047
<ASSIGNED-SIC>2451
<IRS-NUMBER>205256635
<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>4902 EISENHOWER BLVD.
<STREET2>SUITE 185
<CITY>TAMPA
<STATE>FL
<ZIP>33634
<PHONE>813-885-5998
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4902 EISENHOWER BLVD.
<STREET2>SUITE 185
<CITY>TAMPA
<STATE>FL
<ZIP>33634
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION CORP
<DATE-CHANGED>20010626
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>COLLEGELINK COM INCORP
<DATE-CHANGED>19991122
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYTATION COM INC
<DATE-CHANGED>19990318
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>deervalley8k072406.txt
<DESCRIPTION>DEER VALLEY CORPORATION FORM 8-K JULY 24, 2006
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 24, 2006

                             DEER VALLEY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                    00114800                   20-5256635
(State  of Incorporation)     (Commission File Number)        (IRS Employer
                                                          Identification Number)

                4902 EISENHOWER BLVD., SUITE 185, TAMPA, FL 33634
               (Address of Principal Executive Offices) (Zip Code)

                                 (813) 885-5998
              (Registrant's Telephone Number, Including Area Code)


                              CYTATION CORPORATION
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below of the Form 8-K if the filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  instruction  A.2.  below):

[ ] Written  communications pursuant to Rule 425 under the Securities Act (17
    CFR  230.425)

[ ] Soliciting  material  pursuant  to Rule 14a-12 under the Exchange Act (17
    CFR  240.14a-12)

[ ] Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under the
    Exchange  Act  (17  CFR  240.14d-2)(b)

[ ] Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under the
    Exchange  Act  (17  CFR  240.13e-4(c)).

<PAGE>

     Unless  otherwise  indicated  or  the  context  otherwise  requires,  all
references  below in this Report on Form 8-K to "we," "us" and the "Company" are
to  Deer  Valley  Corporation,  a  Delaware  corporation,  together  with  its
wholly-owned subsidiary, Deer Valley Homebuilders, Inc., an Alabama corporation.
Specific  discussions  or  comments  relating  to  Deer  Valley Corporation will
reference  the  "Company," and  those relating to Deer Valley Homebuilders, Inc.
will  be  referred  to  as  "DVH."

     On  July  24,  2006  at  2:00  p.m.,  Eastern Daylight Savings Time, at the
Company's  offices,  located at 4902 Eisenhower Blvd., Suite 185, Tampa, Florida
33634,  the  Company  held  a  Special Meeting of Stockholders not in lieu of an
annual  meeting,  (the  "Meeting"),  which  had previously been announced by the
Company's  Definitive  Information  Statement  on  Schedule  14C, filed with the
United  States Securities and Exchange Commission on June 27, 2006 and mailed to
shareholders on June 30, 2006 (the "Information Statement").  At the Meeting the
following  actions  were  taken:

     1.   The election  of  each  of  Hans  Beyer,  John  Giordano,  and  Dale
          Phillips  as  directors  to serve until the next annual meeting of the
          shareholders  in the years in which their terms expire and until their
          successors  are  elected  and  qualified,  or  until  their  earlier
          resignation,  removal  from  office,  or  death;

     2.   The approval  of  an  amendment  to  the  Company's  Certificate  of
          Incorporation  to  increase  the authorized preferred stock, par value
          $0.01  per  share,  of the Company from 1,140,000 shares to 10,000,000
          shares;

     3.   The approval  of  an  amendment  to  the  Company's  Certificate  of
          Incorporation  to  increase  the  authorized  common  stock, par value
          $0.001  per share, of the Company from 2,000,000 shares to 100,000,000
          shares;

     4.   The approval  of  an  amendment  to  the  Company's  Certificate  of
          Incorporation  to  change  the  name  of  the  Company  to Deer Valley
          Corporation.;  and

     5.   The approval  of  a  merger  with  a  Florida  corporation, solely for
          purposes  of  establishing  the  Company's  domicile  in  Florida.

     Additional  detail  regarding  these  actions  follows.

ITEM  1.01   ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

MERGER WITH FLORIDA CORPORATION TO CHANGE THE DOMICILE OF THE COMPANY TO FLORIDA
AND  THE  NAME  OF  THE  COMPANY  TO  DEER  VALLEY  CORPORATION

GENERAL

     At  the  Meeting  the Company's shareholders approved a merger with a newly
formed  Florida  corporation  for  the  purpose  of changing the domicile of the
Company. Accordingly, Cytation Corporation, a Delaware corporation, entered into
an  agreement  to  merge  with  Deer  Valley Corporation, a newly formed Florida
corporation, on July 24, 2006 (the "Agreement of Merger"). Pursuant to the terms
of  the  Agreement  of  Merger,  Cytation  Corporation merged with and into Deer
Valley  Corporation.  As  a result of the merger, the Company is now governed by
the laws of the State of Florida and is now named Deer Valley Corporation, which
more accurately reflects the nature of the operations conducted by the Company's
operating  subsidiary,  DVH.  Deer  Valley  Corporation was incorporated for the
purpose  of  facilitating  the  Company's  change  of  domicile  to  Florida.

     The  Articles of Incorporation of Deer Valley Corporation are substantially
similar  to  our  former  Delaware  Certificate of Incorporation and include the

                                     -2-
<PAGE>

amendments  proposed  to  our  Delaware  Certificate  of  Incorporation  in  our
Information  Statement.  The  Bylaws  of  the  new  Florida  corporation will be
substantially  similar to the Company's current Bylaws.  The Company's directors
and  officers  elected  at  the Meeting, as well as current director, Charles G.
Masters,  are  the  directors and officers of the surviving Florida corporation.

     Upon  the effective date of the merger, by virtue of the merger and without
any action on the part of any holder thereof, each share of the Company's Common
Stock  outstanding  immediately prior thereto was changed and converted into one
fully  paid  and  nonassessable  share  of  the  common  stock  of  Deer  Valley
Corporation, with the same rights and privileges thereto appertaining. Likewise,
each  share  of  the  Company's  Preferred  Stock  outstanding immediately prior
thereto was changed and converted into one fully paid and nonassessable share of
the  preferred  stock  of  Deer  Valley  Corporation,  with  the same rights and
privileges  thereto  appertaining.  The Company's options and warrants also were
changed and converted into options and warrants of Deer Valley Corporation, with
the  same  rights  and  privileges  thereto  appertaining.

PURPOSE  OF  MERGER  WITH  FLORIDA  CORPORATION

     The  Board  of  Directors  proposed  the  merger  solely for the purpose of
changing  the  domicile  of  the  Company.  The  Board  of  Directors  deemed it
advisable  and  to  the advantage of the shareholders that the Company be merged
with and into a Florida corporation for the purpose of changing the jurisdiction
of  incorporation  of  the  Company  from  the State of Delaware to the State of
Florida.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT  OF  PRINCIPAL  OFFICERS

     On  July  24,  2006, the Company received a letter from Christopher Portner
whereby  he  resigned  as a director of the Company, effective immediately.  Mr.
Portner's  resignation  did not result from any disagreement with the Company on
any  matter  relating  to  the  Company's  operations,  policies  or procedures.

ITEM  8.01   OTHER  EVENTS

AMENDMENT  TO  THE  CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE AUTHORIZED
PREFERRED  STOCK  OF  THE  COMPANY

     At  the  Meeting,  the  Company's shareholders approved an amendment to the
Company's  Certificate  of  Incorporation  to  increase the number of authorized
shares  of  preferred  stock,  par  value  $0.01  per  share,  from 1,140,000 to
10,000,000  shares  of  preferred  stock,  par  value  $0.01  per  share.

PURPOSE  OF  INCREASING  THE  COMPANY'S  AUTHORIZED  SHARES  OF  PREFERRED STOCK

     The  Company's  directors  proposed  increasing  the  Company's  authorized
preferred  shares,  believing  that it is desirable to have additional shares of
preferred  stock  available for other possible future financing, possible future
acquisition  transactions,  stock  dividends,  stock  splits,  and other general
corporate purposes.  The Company's directors believe that having such additional
authorized shares of preferred stock available for issuance in the future should
give  the  Company  greater  flexibility  and may allow such shares to be issued
without  the  expense  and  delay  of  a  special  shareholders'  meeting.  Such
additional  issuances, if any, with respect to future financing and acquisitions
would  dilute  existing  shareholders.

                                     -3-
<PAGE>

AMENDMENT  TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON
STOCK  OF  THE  COMPANY

     At  the  Meeting,  the  Company's shareholders approved an amendment to the
Company's  Certificate  of  Incorporation  to  increase the number of authorized
shares  of  common  stock,  par  value  $0.001  per  share,  from  2,000,000  to
100,000,000  shares  of  common  stock,  par  value  $0.001  per  share.

PURPOSE  OF  INCREASING  THE  COMPANY'S  AUTHORIZED  SHARES  OF  COMMON  STOCK

     CONVERSION  OR  EXERCISE  OF  DERIVATIVE  SECURITIES

     The Company's directors proposed increasing the Company's authorized shares
of  common stock in order to facilitate the conversion or exercise of derivative
securities  which  are  convertible  to  common  stock,  such  as  the Company's
convertible  preferred  stock.  Until  the  increase,  the  Company did not have
sufficient  common stock to satisfy the conversion provisions of its outstanding
convertible securities.  Upon the increase in authorized shares of common stock,
49,451 shares of Series B Convertible Preferred Stock automatically converted to
4,945,100  shares  of  common  stock, and 132,081 shares of Series D Convertible
Preferred  Stock  automatically  converted  to  880,544  shares of common stock.

     GENERAL  CORPORATE  PURPOSE

     The  Company's  directors  believe  that it is desirable to have additional
shares  of  common stock available for other possible future financing, possible
future  acquisition  transactions,  stock  dividends,  stock  splits,  and other
general  corporate  purposes.  The  Company's directors believe that having such
additional  authorized  shares  of  common  stock  available for issuance in the
future  should give the Company greater flexibility and may allow such shares to
be  issued  without  the  expense  and delay of a special shareholders' meeting.
Such  additional  issuances,  if  any,  with  respect  to  future  financing and
acquisitions  would  dilute  existing  shareholders.

ELECTION  OF  DIRECTORS

     At  the  Meeting,  the  shareholders elected Hans Beyer, John Giordano, and
Dale  Phillips  to serve as directors, with their election becoming effective on
July  27,  2006.  Messrs.  Beyer and Phillips currently have no other roles with
the  Company.  Mr. Giordano is a shareholder in Bush Ross, P.A., which serves as
legal  counsel  to  the  Company in corporate and securities matters.  Directors
hold their positions until the annual meeting of the shareholders in the year in
which  their  term expires and until their respective successors are elected and
qualified  or  until  their  earlier resignation, removal from office, or death.
The  Board  is  currently  divided  into  three classes of directors, each class
serving  staggered  three-year  terms.  Mr.  Beyer  was  elected  as  a Class II
Director,  whose  term expires in 2007.  Mr. Giordano was elected as a Class III
Director,  whose  term  expires  in 2008.  Mr. Phillips was elected as a Class I
Director,  whose  term  expires  in  2009.

CHANGES  TO  ARTICLES  OF  INCORPORATION  AND  BYLAWS

     At  the  Meeting,  the  shareholders  approved  proposals  announced in the
Company's  Information  Statement  to  change  the  name of the Company to "Deer
Valley  Corporation," to merge with a Florida corporation in order to change the
Company's  domicile  to Florida, and to increase the capital of the corporation.
These  changes  resulted  in the Company's Delaware Certificate of Incorporation
being  changed  to Florida Articles of Incorporation, which have been amended to
reflect  the changes in name, domicile, and capital structure.  In addition, the

                                     -4-
<PAGE>

Company's  Bylaws  have  been changed to reflect the name change, as well as the
change  in  domicle  of  the  Company  and  the  Company's  registered  agent.

ITEM  7.01.  REGULATION  FD  DISCLOSURE

     On  July  25,  2006,  the  Company issued a news release entitled "CYTATION
CORPORATION  CHANGES  NAME TO DEER VALLEY CORPORATION AND STRENGTHENS BOARD WITH
THE ELECTION OF THREE EXTERNAL DIRECTORS," a copy of which is attached hereto as
Exhibit  99.01.

     On  July  28, 2006, the Company issued a news release entitled "DEER VALLEY
CORPORATION  ANNOUNCES  NEW  TICKER  SYMBOL  -DVLY  -  AND  INTRODUCES NEW BOARD
MEMBERS,"  a  copy  of  which  is  attached  hereto  as  Exhibit  99.02.

     The  information  contained  in this Item 7.01 on Form 8-K and the Exhibits
99.01  and  99.02  attached  hereto  shall not be deemed "filed" for purposes of
Section  18  of  the  Securities  Exchange  Act  of 1934 (the "Exchange Act") or
otherwise  subject  to  the  liabilities of that section, nor shall it be deemed
incorporated  by  reference  in  any filing under the Securities Act of 1933, as
amended,  or  the Exchange Act, regardless of any general incorporation language
in  such  filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed with this Form 8-K:

EXHIBIT NO.     DESCRIPTION

3.01 Articles  of  Incorporation

3.02 Bylaws

4.01 Certificate of Designation, Rights, and Preferences of Series A Convertible
     Preferred  Stock

4.02 Certificate of Designation, Rights, and Preferences of Series B Convertible
     Preferred  Stock

4.03 Certificate of Designation, Rights, and Preferences of Series C Convertible
     Preferred  Stock

4.04 Certificate of Designation, Rights, and Preferences of Series D Convertible
     Preferred  Stock

10.01 Agreement  and  Plan  of  Merger  between  Cytation  Corp.,  a  Delaware
      corporation,  and  Deer  Valley  Corporation,  a  Florida  corporation

17.01 Resignation  Letter  of  Director  Christopher  Portner

99.01 Press  Release,  dated  July  25,  2006.

99.02 Press  Release,  dated  July  28,  2006.

                                     -5-
<PAGE>

                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                   DEER VALLEY CORPORATION



                                   By:     /s/ Charles G. Masters
                                          -------------------------------------
                                   Name:  Charles G. Masters
                                          --------------------
                                   Title:  President, Chief Executive Officer
                                          ------------------------------------
                                   Dated:  July 28, 2006

                                     -6-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.01
<SEQUENCE>2
<FILENAME>ex3-01.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
EXHIBIT 3.01



                            ARTICLES OF INCORPORATION
                                       OF
                             DEER VALLEY CORPORATION

     The  undersigned, acting as incorporator of the captioned corporation under
the  Florida  Business  Corporation  Act,  adopts  the  following  Articles  of
Incorporation,  to  be  effective  as  of  July  21,  2006:

FIRST:  The  name  of  the  corporation  is  DEER  VALLEY  CORPORATION  (the
-----
"Corporation"),  and  its  mailing  address is 4904 Eisenhower Blvd., Suite 185,
Tampa,  Florida  33634.

SECOND:  The address of the registered office of the Corporation in the State of
------
Florida  is  220 South Franklin Street, Tampa, Florida 33602 and the name of its
registered  agent  at  such  address  is  Brent  Jones.

THIRD:  The nature of the business or purposes to be conducted or promoted is to
-----
engage  in  any  lawful  act or activity for which corporations may be organized
under  the  Act.

FOURTH:  The  total number of shares of capital stock that the Corporation shall
------
have  the  authority  to  issue  shall  be  110,000,000  shares,  consisting  of
100,000,000 shares of common stock, $0.001 par value per share ("Common Stock"),
and  10,000,000  shares of preferred stock, $.01 par value per share ("Preferred
Stock").

FIFTH:  Charles  G.  Masters is the Incorporator, President, and Chief Executive
-----
Officer  of  the  Corporation.  His address is 4904 Eisenhower Blvd., Suite 185,
Tampa,  Florida  33634.

The  following is a statement of the designations and the powers, privileges and
rights,  and  the qualifications, limitations or restrictions thereof in respect
of  each  class  of  capital  stock  of  the  Corporation:

A.   COMMON  STOCK.
     --------------

     1.  General.  The voting, dividend and liquidation rights of the holders of
         -------
the  Common  Stock  are subject to and qualified by the rights of the holders of
the Preferred Stock of any Series as may be designated by the Board of Directors
upon  any  issuance  of  the  Preferred  Stock  of  any  series.

     2.  Voting.  The  holders  of Common Stock will be entitled to one vote per
         ------
share  on  all  matters  to  be voted on by the stockholders of the Corporation.
There  shall  be  no  cumulative  voting.

     3.  Dividends.  Dividends may be declared and paid on the Common Stock from
         ---------
funds  lawfully  available  therefor  as  and  when  determined  by the Board of
Directors  and  subject  to  any  preferential  dividend  rights  of  any  then
outstanding  Preferred  Stock.

     4.  Liquidation.  Upon  the  dissolution or liquidation of the Corporation,
         -----------
whether  voluntary  or  involuntary, holders of Common Stock will be entitled to

                                     -1-
<PAGE>

receive  all  assets  of  the  Corporation  available  for  distribution  to its
stockholders,  subject  to  any  preferential  liquidation  rights  of  any then
outstanding  Preferred  Stock.


B.   PREFERRED  STOCK.
     -----------------

     Preferred Stock may be issued from time to time in one or more series, each
of  such  series  to  have  such  terms as stated or expressed herein and in the
resolution  or resolutions providing for the issue of such series adopted by the
Board  of  Directors  of  the  Corporation  as hereinafter provided. No share of
Preferred  Stock  that is redeemed, purchased or acquired by the Corporation may
be  reissued  except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for  the  purposes of voting by classes unless expressly provided herein, in any
such  resolution  or  resolutions,  or  by  law.

     Authority  is  hereby expressly granted to the Board of Directors from time
to  time  to  issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the  issue  of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights,
conversion  rights,  redemption privileges and liquidation preferences, as shall
be  stated  and  expressed  in  such  resolutions, all to the full extent now or
hereafter  permitted  by the laws of Florida. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of Preferred
Stock  may  provide  that  such  series  shall be superior or rank equally or be
junior  to  the  Preferred  Stock of any other series to the extent permitted by
law. Except as otherwise provided by law, by these Articles of Incorporation, or
by  written  contracts,  no vote of the holders of the Preferred Stock or Common
Stock shall be a prerequisite to the issuance of any shares of any series of the
Preferred  Stock authorized by and complying with the conditions of the Articles
of  Incorporation.

SIXTH:  In furtherance of and not in limitation of powers conferred by statute,
-----
it is further provided that:

          (a)  (1)  The business and affairs of the Corporation shall be managed
     under  the  direction  of a Board of Directors, consisting of not less than
     three  nor  more  than  twelve  Directors,  the  number  of  which shall be
     determined  from  time  to  time  by resolution adopted by affirmative of a
     majority  of  Directors  then  in office. The Directors shall be classified
     with  respect  to  the  time  for which they shall severally hold office by
     dividing  them  into  three classes, Class I, Class II, and Class III, each
     consisting  as  nearly  as possible of one-third of the whole number of the
     Board  of Directors. All Directors shall hold office until their successors
     are  chosen  and  qualified,  or  until  their  earlier death, resignation,
     disqualification  or  removal. At the first election of Directors following
     adoption  of this provision by the stockholders of the Corporation, Class I
     Directors shall be elected for a term of one year; Class II Directors shall
     be  elected  for  a  term  of  two  years; and Class III Directors shall be
     elected  for a term of three years; and at each annual election thereafter,
     successors  to  the  Directors  whose terms shall expire that year shall be
     elected  to  hold  office  for  a  term of three years, so that the term of
     office  of one class of Directors shall expire in each year. Any vacancy on

                                     -2-
<PAGE>

          the  Board of Directors that results from an increase in the number of
     Directors  may  be  filled  by  the  affirmative  vote of a majority of the
     Directors  then  in office, and any other vacancy on the Board of Directors
     may  be  filled by the affirmative vote of a majority of the Directors then
     in  office,  although  less than a quorum, or by a sole remaining Director.
     Any  Director  elected  to fill a vacancy not resulting from an increase in
     the  number of Directors shall serve for a term equivalent to the remaining
     unserved  portion of the term of such newly elected Director's predecessor.

          Notwithstanding the foregoing, whenever the holders of any one or more
     classes  or  series of preferred stock issued by the Corporation shall have
     the  right,  voting separately by class or series, to elect Directors at an
     annual  or  special  meeting of stockholders, the election, term of office,
     filling  of  vacancies  and  other  features of such directorships shall be
     governed  by the terms of the Articles of Incorporation applicable thereto,
     and  such  Directors  shall  not  be  divided into classes pursuant to this
     Article  SIXTH  (a)(1)  unless  expressly  provided  by  such  terms.

               (2)  Resignation  or  Removal  of  Directors. Any director or the
                    ---------------------------------------
          entire  Board  of Directors may be removed for "Cause," as hereinafter
          defined,  by  the  holders  of  a  majority  of  the  stock issued and
          outstanding  and  entitled  to  vote  at  an  election  of  directors;
          provided, however, that the directors elected by a particular class of
          stockholders  may  be  removed  only  by  the vote of the holders of a
          majority  of  the  shares  of  such  class. No director may be removed
          without  "Cause"  by vote of the stockholders. Any director may resign
          at  any  time  by delivering a resignation in writing to the principal
          executive  officer  or  the  secretary or to a meeting of the Board of
          Directors.  Such  resignation  shall  be effective upon receipt unless
          specified  to  be  effective at some other time; and without in either
          case  the necessity of its being accepted unless the resignation shall
          so  state.  No director resigning and (except where a right to receive
          compensation  shall be expressly provided in a duly authorized written
          agreement  with  the  Corporation)  no director removed shall have any
          right  to  receive  compensation  as  such  director  for  any  period
          following  the  director's  resignation  or  removal,  or any right to
          damages  on  account  of  such  removal,  whether  the  director's
          compensation  be  by  the month or by the year or otherwise; unless in
          the  case  of a resignation, the directors, or in the case of removal,
          the  body  acting  on  the  removal,  shall in their or its discretion
          provide  for  compensation. For purposes of this Section 4.16, "Cause"
          means:

                    (A)  willful  and  continued  material  failure,  refusal or
               inability  to  perform  one's  duties  to  the Corporation or the
               willful  engaging in gross misconduct materially and demonstrably
               damaging  to  the  Corporation;  or

                    (B)  conviction  for  any crime involving moral turpitude or
               any other illegal act that materially and adversely reflects upon
               the  business,  affairs  or reputation of the Company or on one's
               ability  to  perform  one's  duties  to  the  Corporation.


               (3)  Any  action  required  or  permitted  to  be  taken  by  the
          stockholders  of  the  Corporation  must  be effected at a duly called
          annual  or  special meeting of such holders and may not be effected by
          any  consent  in  writing  by  such  holders.  Special meetings of the
          stockholders, for any purpose or purposes, unless otherwise prescribed
          by  law  or  by  these  Articles  of

                                     -3-
<PAGE>

          Incorporation,  may  be  called  by  the  Chairman  of  the  Board  of
          Directors  or  the  President  and shall be called by the President or
          Secretary  at  the  request  in  writing of a majority of the Board of
          Directors.  Such  request  shall  state the purpose or purposes of the
          proposed  meeting and business to be transacted at any special meeting
          of  the  stockholders.

               (4)  No  amendment  to  the  Articles  of  Incorporation  of  the
          Corporation  shall  amend,  alter,  or repeal any of the provisions of
          this  Article SIXTH (a) unless the amendment effecting such amendment,
          alteration  or repeal shall receive the affirmative vote of or consent
          of the holders of seventy-five percent (75%) of all shares of stock of
          the Corporation entitled to vote at a meeting of stockholders held for
          the  purpose  of voting on such amendment, considered for the purposes
          of this Article SIXTH as one class; provided that this paragraph SIXTH
          (a)(4)  shall  not  apply to, and such seventy-five percent (75%) vote
          shall  not  be  required  for,  any  such amendment recommended to the
          stockholders  pursuant  to  a  resolution  of  the  Board of Directors
          approved  by  two-thirds  of the Continuing Directors. For purposes of
          this  paragraph  SIXTH  (a)(4), a "Continuing Director" shall mean any
          Director  of  the Corporation who is or becomes a Director on the date
          that  this  Article  SIXTH  is  first  adopted  by  the  Corporation's
          stockholders  or  any Director elected by a majority of the Continuing
          Directors  then  in  office  to  succeed  any  Director or to fill any
          vacancy  on  the Board of Directors whether resulting from an increase
          in  the  number  of  Directors  or  otherwise.

          (b)  Subject  to  any applicable requirements of law, the books of the
     Corporation  may  be kept outside the State of Florida at such locations as
     may  be  designated  by  the  Board  of  Directors or in the By-Laws of the
     Corporation.

          (c) The Board of Directors may from time to time determine whether, to
     what  extent,  at  what  times  and  places  and  under what conditions and
     regulations  the accounts, books, and records of the Corporation, or any of
     them,  shall  be  open  to  the  inspection  of  the  stockholders,  and no
     stockholder  shall have any right to inspect any account, book, or document
     of  the  Corporation, except as and to the extent expressly provided by law
     or  expressly  authorized  by  resolution  of  the  Board  of  Directors.

          (d)  Except as provided to the contrary in the provisions establishing
     a  class  of  Stock,  the  number of authorized shares of such class may be
     increased  or  decreased  (but  not below the number of shares thereof then
     outstanding)  by  the  affirmative  vote  of a majority of the stock of the
     Corporation  entitled  to  vote,  voting  as  a  single  class.

          (e) In addition to the powers and authority herein or by law expressly
     conferred  upon  them,  the  directors are hereby empowered to exercise all
     such  powers and do all such acts and things as may be exercised or done by
     the  Corporation,  subject,  nevertheless, to the provisions of the laws of
     the  State  of  Florida,  these  Articles  of Incorporation and any By-Laws
     adopted  by  the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which  would  have  been  valid  if  such  By-Laws  had  not  been adopted.

                                     -4-
<PAGE>

SEVENTH:  The  following  provisions  shall  apply  with  respect  to  the
-------
indemnification of, and advancement of expenses to, certain parties as set forth
below:

A.   INDEMNIFICATION.
     ---------------

     1.  Proceedings  Other  than  by  or  in  the Right of the Corporation. The
         ------------------------------------------------------------------
Corporation  shall  indemnify each person who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action  by  or  in the right of the Corporation), by reason of the fact that
such  person  is  or  was, or has agreed to become, a director or officer of the
Corporation,  or is or was serving or has agreed to serve, at the request of the
Corporation,  as  a  director,  officer, or trustee of, or in a similar capacity
with, another corporation (including any partially or wholly owned subsidiary of
the  Corporation),  partnership,  joint  venture,  trust,  or  other  enterprise
(including any employee benefit plan) (each of such persons being referred to as
an  "Indemnitee"),  or  by  reason  of  any action alleged to have been taken or
omitted  in  such  capacity,  against  all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by  the Indemnitee or on the Indemnitee's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if (A) the Indemnitee acted in good
faith  and  in  a  manner  the  Indemnitee  reasonably believed to be in, or not
opposed  to,  the  best interests of the Corporation and (B) with respect to any
criminal  action  or  proceeding,  the  Indemnitee  had  no  reasonable cause to
believe.  the  Indemnitee's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere  or  its equivalent, shall not, of itself, create a presumption
that  the Indemnitee did not act in good faith, did not act in a manner that the
Indemnitee  reasonably  believed to be in, or not opposed to, the best interests
of  the  Corporation  or, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that the Indemnitee's conduct was unlawful.
Notwithstanding  anything to the contrary in this Article SEVENTH, except as set
forth  in  Section  C.2.  of  this  Article  SEVENTH,  the Corporation shall not
indemnify  an Indemnitee seeking indemnification in connection with a proceeding
(or  part thereof) initiated by the Indemnitee unless the initiation thereof was
approved  by  the  Board  of  Directors  of  the  Corporation.

     2. Proceedings by or in the Right of the Corporation. The Corporation shall
        -------------------------------------------------
indemnify  any  Indemnitee  who  was or is a party or is threatened to be made a
party  to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in the Corporation's favor by reason of
the  fact  that the Indemnitee is or was, or has agreed to become, a director or
officer  of  the  Corporation,  or  is  or was serving as a director, officer or
trustee  of;  or  in a similar capacity with, another corporation (including any
partially  or  wholly  owned  subsidiary of the Corporation), partnership, joint
venture, trust, or other enterprise (including any employee benefit plan), or by
reason  of  any  action  alleged to have been taken or omitted in such capacity,
against  all expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf
in  connection with such action, suit or proceeding and any appeal therefrom, if
the  Indemnitee  acted  in  good faith and in a manner the Indemnitee reasonably
believed  to  be  in,  or not opposed to, the best interests of the Corporation,
except  that  no indemnification shall be made in respect of any claim, issue or
matter  as  to which the Indemnitee shall have been adjudged to be liable to the

                                     -5-
<PAGE>

Corporation  unless  and only to the extent that a Court of the State of Florida
shall  determine  upon  application  that,  despite  the  adjudication  of  such
liability  but  in  view of all the circumstances of the case, the Indemnitee is
fairly  and  reasonably  entitled  to  indemnity  for  such  expenses (including
attorneys'  fees)  that  the  Court  shall  deem  proper.

     3.  Expenses  of Successful Indemnitee. Notwithstanding any other provision
         ----------------------------------
of  this  Article SEVENTH, to the extent that an Indemnitee has been successful,
on  the  merits  or  otherwise  (including  a disposition without prejudice), in
defense  of  any action, suit or proceeding referred to in Section A.1. or 2. of
this Article SEVENTH, or in defense of any claim, issue or matter therein, or on
appeal  from  any  such  action,  suit  or  proceeding,  the Indemnitee shall be
indemnified  against  all  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred  by  the  Indemnitee  or  on  the  Indemnitee's  behalf  in
connection  therewith.  Without  limiting  the foregoing, if any action, suit or
proceeding  is  disposed of, on the merits or otherwise (including a disposition
without prejudice), without (A) the disposition being adverse to the Indemnitee,
(B)  an  adjudication  that  the Indemnitee was liable to the Corporation, (C) a
plea  of  guilty  or nolo contendere by the Indemnitee, (D) an adjudication that
the  Indemnitee  did  not  act  in  good  faith  and  in a manner the Indemnitee
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Corporation,  and  (E) with respect. to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe the Indemnitee's conduct was
unlawful,  the  Indemnitee  shall  be considered for the purposes hereof to have
been  wholly  successful  with  respect  thereto.

     4.  Partial  Indemnification.  If  any  Indemnitee  is  entitled  under any
         ------------------------
provision  of  this  Section  A.  to  indemnification  by  the Corporation for a
portion,  but  not  all, of the expenses (including attorneys' fees), judgments,
fines  or  amounts  paid  in  settlement actually and reasonably incurred by the
Indemnitee  or  on  the  Indemnitee's  behalf  in  any  appeal  therefrom,  the
Corporation  shall  indemnify  the  Indemnitee  for the portion of such expenses
(including  attorneys'  fees), judgments, fines or amounts paid in settlement to
which  the  Indemnitee  is  entitled.

B.   ADVANCEMENT  OF  EXPENSES.
     -------------------------

     Subject  to  Section  C.2.  of  this Article SEVENTH, in the event that the
Corporation  does  not assume a defense pursuant to Section C.1. of this Article
SEVENTH  of  any  action,  suit,  proceeding  or  investigation  of  which  the
Corporation  receives notice under this Article SEVENTH, any expenses (including
attorneys'  fees)  incurred  by  an Indemnitee. in defending a civil or criminal
action,  suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter; provided,
however,  that the payment of such expenses incurred by an Indemnitee in advance
of  the  final  disposition of such matter shall be made only upon receipt of an
undertaking  by  or on behalf of the Indemnitee to repay all amounts so advanced
in  the  event that it shall ultimately be determined that the Indemnitee is not
entitled  to  be  indemnified  by  the Corporation as authorized in this Article
SEVENTH.  Any  such  undertaking  by  an  Indemnitee  shall  be accepted without
reference  to  the  financial  ability of the Indemnitee to make such repayment.

                                     -6-
<PAGE>

C.   PROCEDURES.
     ----------

     1.  Notification  and  Defense  of  Claim.  As a condition precedent to any
         -------------------------------------
Indemnitee's  right  to  be indemnified, the Indemnitee must promptly notify the
Corporation  in  writing  of  any  action,  suit,  proceeding,  or investigation
involving the Indemnitee for which indemnity will or may be sought. With respect
to any action, suit, proceeding, or investigation of which the Corporation is so
notified,  the  Corporation  will  be entitled to participate therein at its own
expense  and/or  to  assume.  the defense thereof at its own expense, with legal
counsel  reasonably  acceptable to the Indemnitee, provided that the Corporation
shall  not  be  entitled,  without  the consent of the Indemnitee, to assume the
defense  of  any  claim  brought  by or in the right of the Corporation or as to
which  counsel for the Indemnitee shall have reasonably concluded that there may
be  a  conflict  of  interest  or  position on any significant issue between the
Corporation  and  the  Indemnitee  in  the conduct of the defense of such claim.
After notice from the Corporation to the Indemnitee of its election so to assume
such  defense,  the  Corporation  shall  not be liable to the Indemnitee for any
legal  or  other  expenses subsequently incurred by the Indemnitee in connection
with  such  claim,  other  than  as provided in this Section C.1. The Indemnitee
shall  have  the right to employ the Indemnitee's own counsel in connection with
such claim, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of  the  Indemnitee  unless  (A) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (B) counsel to the Indemnitee has reasonably
concluded  that  there  may  be  a  conflict  of  interest  or  position  on any
significant  issue  between the Corporation and the Indemnitee in the conduct of
the  defense  of  such  action  or  (C) the Corporation has not in fact employed
counsel  to  assume  the defense of such action, in each of which cases the fees
and  expenses  of  counsel  for  the  Indemnitee  shall be at the expense of the
Corporation  except  as  otherwise  expressly  provided by this Article SEVENTH.

     2.  Requests and Payment. In order to obtain indemnification or advancement
         --------------------
of  expenses pursuant to this Article SEVENTH, an Indemnitee shall submit to the
Corporation   a   written  request   therefor,   which   request  shall  include
documentation  and  information as is reasonably available to the Indemnitee and
is  reasonably  necessary to determine whether and to what extent the Indemnitee
is   entitled   to   indemnification   or  advancement  of  expenses.  Any  such
indemnification  or  advancement  of expenses shall be made promptly, and in any
event  within sixty days after receipt by the Corporation of the written request
of  the  Indemnitee, unless with respect to requests under Section A.1, A.2., or
B.  of this Article SEVENTH, the Corporation determines, by clear and convincing
evidence,  within  such  sixty-day  period, that any Indemnitee did not meet the
applicable standard of conduct set forth in Section A.1. or A.2. of this Article
SEVENTH.  Such  determination  shall  be made in each instance by (A) a majority
vote  of  the  directors of the Corporation consisting of persons who are not at
that  time parties to the action, suit or proceeding in question ("disinterested
directors"),  even though less than a quorum, (B) a majority vote of a quorum of
the  outstanding  shares  of  capital  stock of all classes entitled to vote for
directors,  which  quorum shall consist of stockholders who are not at that time
parties  to  the  action,  suit,  proceeding  or  investigation in question, (C)
independent legal counsel (who may be regular legal counsel to the Corporation),
or  (D)  a  court  of  competent  jurisdiction.

     3.  Remedies.  The right of an Indemnitee to indemnification or advancement
         --------
of  expenses  pursuant  to  this  Article  SEVENTH  shall  be enforceable by the
Indemnitee  in any court of competent jurisdiction if the Corporation denies, in
whole  or  in  part, a request of an Indemnitee in accordance with the preceding

                                     -7-
<PAGE>

Paragraph  2.  or  if no disposition thereof is made within the sixty-day period
referred  to in the preceding Paragraph 2. Unless otherwise provided by law, the
burden  of  proving  that  an  Indemnitee  is not entitled to indemnification or
advancement  of  expenses  pursuant  to  this  Article  SEVENTH  shall be on the
Corporation. Neither the failure of the Corporation to have made a determination
prior  to  the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met any applicable standard of conduct,
nor an actual determination by the Corporation pursuant to the preceding Section
C.2.  that the Indemnitee has not met such applicable standard of conduct, shall
be  a  defense to the action or create a presumption that the Indemnitee has not
met  the  applicable  standard  of conduct. The Indemnitee's expenses (including
attorneys'  fees)  incurred  in  connection  with  successfully establishing the
Indemnitee's  right  to  indemnification,  in  whole  or  in  part,  in any such
proceeding  shall  also  be  indemnified  by  the  Corporation.

D.   RIGHTS  NOT  EXCLUSIVE.
     ----------------------

     The  right  of an Indemnitee to indemnification and advancement of expenses
pursuant  to  this  Article  SEVENTH  shall not be deemed exclusive of any other
rights  to  which  the  Indemnitee  may  be  entitled  under  any law (common or
statutory),  agreement,  vote  of  stockholders  or  disinterested directors, or
otherwise,  both  as  to  action in the Indemnitee's official capacity and as to
action in any other capacity while holding office for the Corporation, and shall
continue  as  to  an  Indemnitee  who  has  ceased to serve in the capacity with
respect  to  which  the  Indemnitee's right to indemnification or advancement of
expenses  accrued,  and  shall  inure  to  the  benefit  of  the  estate, heirs,
executors,  and  administrators  of  the  Indemnitee.  Nothing contained in this
Article SEVENTH shall be deemed to prohibit, and the Corporation is specifically
authorized  to  enter  into,  agreements  with  officers and directors providing
indemnification  rights  and  procedures supplemental to those set forth in this
Article SEVENTH. The Corporation may, to the extent authorized from time to time
by  its  Board  of Directors, grant indemnification rights to other employees or
agents  of  the  Corporation  or  other persons serving the Corporation and such
rights  may  be  equivalent to, or greater or less than, those set forth in this
Article  SEVENTH.  In  addition,  the  Corporation  may  purchase  and  maintain
insurance, at its expense, to protect itself and any director, officer, employee
or  agent  of the Corporation or another corporation (including any partially or
wholly  owned  subsidiary of the Corporation), partnership, joint venture, trust
or  other  enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by such a person in any such capacity, or arising out
of  such  person's status as such, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
laws  of  the  State  of  Florida.

E.   SUBSEQUENT  EVENTS.
     -------------------

     1.  Amendments  of  Article  or Law. No amendment, termination or repeal of
         --------------------------------
this  Article  SEVENTH  or of any relevant provisions of the Florida Statutes or
any  other  applicable law shall affect or diminish in any way the rights of any
Indemnitee  to indemnification under the provisions of this Article SEVENTH with
respect  to  any  action,  suit,  proceeding, or investigation arising out of or
relating to any actions, transactions, or facts occurring prior to the effective
date  of  such  amendment,  termination  or  repeal. If the Florida Statutes are
amended  after  adoption  of  this  Article  SEVENTH  to  expand  further  the
indemnification  permitted  to  any  Indemnitee,  then  the  Corporation  shall

                                     -8-
<PAGE>

indemnify the Indemnitee to the fullest extent permitted by the law of the State
of  Florida, as so amended, without the need for any further action with respect
to  this  Article  SEVENTH.

     2.  Merger  or  Consolidation.  If  the  Corporation  is  merged  into  or
         -------------------------
consolidated  with  another corporation and the Corporation is not the surviving
corporation,  the  surviving  corporation  shall  assume  the obligations of the
Corporation  under  this  Article  SEVENTH  with  respect  to  any action, suit,
proceeding  or  investigation  arising  out  of  or  relating  to  any  actions,
transactions  or  factors  occurring  prior  to  the  date  of  such  merger  or
consolidation.

F.   INVALIDATION.
     ------------

     If  any  or  all  of  the  provisions  of.  this  Article  SEVENTH shall be
invalidated  on  any  ground  by  any  court of competent jurisdiction, then the
Corporation  shall  nevertheless  indemnify  each  Indemnitee as to any expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement in
connection  with  any  action, suit, proceeding or investigation, whether civil,
criminal  or  administrative,  including  an  action  by  or in the right of the
Corporation, to the fullest extent permitted by any applicable provision of this
Article  SEVENTH  that shall not have been invalidated and to the fullest extent
permitted  by  the  laws  of  the  State of Florida or any other applicable law.

G.   DEFINITIONS.
     -----------

     Unless  defined elsewhere in these Articles of Incorporation, any term used
in  this  Article SEVENTH and defined in the Act shall have the meaning ascribed
to  such  term  in  the  Act.

EIGHTH:  Whenever  a  compromise  or  arrangement  is  proposed  between  this
------
Corporation  and  its  creditors  or  any  class  of  them  and/or  between this
Corporation  and  its  stockholders or any class of them, any court of equitable
jurisdiction  within  the  State of Florida may, on the application in a summary
way  of  this  Corporation  or  of any creditor or stockholder thereof or on the
application  of  any  receiver or receivers appointed for this Corporation under
the  provisions  of  the  Florida  Statutes or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of the Florida Statutes order a meeting of the creditors or class
of  creditors,  and/or  of  the  stockholders  or  class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs.  If  a  majority  in  number representing three-fourths in value of the
creditors  or  class  of  creditors,  and/or  of  the  stockholders  or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement  and  to  any reorganization of this Corporation as a consequence of
such  compromise or arrangement, the said compromise or arrangement and the said
application  has  been reorganization shall, if sanctioned by the court to which
the  said application has been made, be binding on all the creditors or class of
creditors,  and/or  on  all  the  stockholders or class of stockholders, of this
Corporation,  as  the  case  may  be,  and  also  on  this  Corporation.

NINTH:  No  director  of  the  Corporation  shall  be  personally  liable to the
-----
Corporation  or  to  any of its stockholders for monetary damages arising out of
such  director's  breach  of  fiduciary  duty  as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not

                                     -9-
<PAGE>

permitted  by  the  Act,  as  the  same  exists or may hereafter be amended.  No
amendment  to  or repeal of this ARTICLE NINTH shall apply to or have any effect
on  the liability or alleged liability of any director of the Corporation for or
with  respect  to  any acts or omissions of the director occurring prior to such
amendment  or  repeal.

TENTH:  The  Corporation  reserves  the right to amend, alter, change, or repeal
-----
any  provision contained in these Articles of Incorporation in the manner now or
hereafter  prescribed  by  statute  and these Articles of Incorporation, and all
rights  conferred  upon  stockholders  herein  are  granted  subject  to  this
reservation.  Notwithstanding  the  foregoing, any other provision of law, these
Articles  of  Incorporation  or the By-Laws, and notwithstanding the fact that a
lesser  percentage  may be specified by law, the affirmative vote of the holders
of  at  least  seventy-five  percent (75%) of the shares of capital stock of the
corporation  issued  and  outstanding  and entitled to vote shall be required to
amend  or  repeal, or to adopt any provision inconsistent with, Article SIXTH or
Article  TENTH  of  these  Articles  of  Incorporation.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  these  Articles  of
Incorporation  this  21st  day  of  July,  2006.



                                  DEER  VALLEY  CORPORATION


                                  By: /s/ Charles G. Masters
                                     -----------------------------------
                                  Name:   Charles  G.  Masters
                                  Title:  Incorporator,  President,  and
                                          Chief  Executive  Officer

                                      -10-
<PAGE>

                             CERTIFICATE DESIGNATING
                             -----------------------
                                REGISTERED AGENT
                                ----------------

     Pursuant  to  the  provisions  of  Sec.Sec.48.091  and  607.0501,  Florida
Statutes,  DEER  VALLEY  CORPORATION, desiring to organize under the laws of the
State  of  Florida,  hereby designates Brent A. Jones, an individual resident of
the  State  of  Florida,  as  its  Registered Agent for the purpose of accepting
service  of  process  within  such  state and designates 220 S. Franklin Street,
Tampa,  Florida  33602,  the  business  office  of  its Registered Agent, as its
Registered  Office.

                                         DEER  VALLEY  CORPORATION



                                         By: /s/ Charles G. Masters
                                            -----------------------------------
                                            Charles  G.  Masters,  Incorporator


                                 ACKNOWLEDGMENT
                                 --------------

     I  hereby  accept  my  appointment  as  Registered Agent of the above named
corporation,  acknowledge  that  I  am  familiar with and accept the obligations
imposed  by  Florida  law  upon  that  position,  and  agree  to  act as such in
accordance with the provisions of Sec.Sec.48.091 and 607.0505, Florida Statutes.

                                              /s/ Brent A. Jones
                                              ---------------------------------
                                              Brent  A.  Jones






                                      -11-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.02
<SEQUENCE>3
<FILENAME>ex3-02.txt
<DESCRIPTION>BYLAWS
<TEXT>
EXHIBIT 3.02



                        BYLAWS OF DEER VALLEY CORPORATION

Section  1.   ARTICLES  OF  INCORPORATION  AND  BYLAWS

     1.1  These  bylaws  are  subject  to  the  articles of incorporation of the
corporation.  In  these  bylaws, references to the articles of incorporation and
bylaws  mean  the  provisions of the articles of incorporation and the bylaws as
are  from  time  to  time  in  effect.

Section  2.   OFFICES

     2.1 Registered Office. The registered office shall be in the City of Tampa,
         -----------------
County  of  Hillsborough,  State  of  Florida.

     2.2  Other  Offices.  The  corporation  may also have offices at such other
          --------------
places  both  within  and without the State of Florida as the board of directors
may  from time to time determine or the business of the corporation may require.

Section  3.   STOCKHOLDERS

     3.1 Location of Meetings. All meetings of the stockholders shall be held at
         --------------------
such  place either within or without the State of Florida as shall be designated
from  time  to  time  by  the  board  of directors. Any adjourned session of any
meeting  shall  be  held  at  the  place  designated in the vote of adjournment.

     3.2  Annual  Meeting.  The  annual meeting of stockholders shall be held at
          ---------------
10:00 a.m. on the second Thursday in November in each year (unless that day be a
legal  holiday  at  the place where the meeting is to be held, in which case the
meeting  shall  be  held at the same hour on the next succeeding day not a legal
holiday)(the  "Specified  Date")  or  at  such  other  date and time as shall be
designated  from  time  to  time  by the board of directors, at which they shall
elect  a  board of directors and transact such other business as may be required
by  law  or  these  bylaws  or  as  may  properly  come  before  the  meeting.

     3.3  Special  Meeting  in  Place  of  Annual  Meeting.  If the election for
          ------------------------------------------------
directors shall not be held on the day designated by these bylaws, the directors
shall  cause  the  election  to be held as soon thereafter as convenient, and to
that  end,  if the annual meeting is omitted on the day herein provided therefor
or  if the election of directors shall not be held thereat, a special meeting of
the  stockholders  may be held in place of such omitted meeting or election, and
any  business transacted or election held at such special meeting shall have the
same effect as if transacted or held at the annual meeting, and in such case all
references  in these bylaws to the annual meeting of the stockholders, or to the
annual  election  of  directors,  shall  be  deemed  to refer to or include such
special  meeting.  Any  such  special  meeting  shall be called and the purposes
thereof  shall  be  specified  in  the  call,  as  provided  in  Section  3.4.

     3.4  Notice of Annual Meeting. Written notice of the annual meeting stating
          ------------------------
the  place,  date  and  hour  of  the meeting shall be given to each stockholder
entitled  to  vote  at  such  meeting not less than ten nor more than sixty days
before  the  date  of  the  meeting.  Such notice may specify the business to be
transacted  and actions to be taken at such meeting. No action shall be taken at
such  meeting  unless  such  notice is given, or unless waiver of such notice is
given  by  the  holders  of  outstanding  stock having not less than the minimum

                                     -1-
<PAGE>

number  of  votes necessary to take such action at a meeting at which all shares
entitled  to  vote  thereon  were  voted.  Prompt  notice of all action taken in
connection  with  such  waiver  of notice shall be given to all stockholders not
present  or  represented  at  such  meeting.

     3.5  Other  Special Meetings. Special meetings of the stockholders, for any
          -----------------------
purpose  or  purposes,  unless otherwise prescribed by law or by the articles of
incorporation, may be called by chairman of the board or the president and shall
be  called  by  the  president  or  the secretary at the request in writing of a
majority  of  the  board  of  directors. Such request shall state the purpose or
purposes  of  the  proposed meeting and business to be transacted at any special
meeting  of  the  stockholders.

     3.6  Notice of Special Meeting. Written notice of a special meeting stating
          -------------------------
the  place,  date  and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before  the  date  of  the meeting, to each stockholder entitled to vote at such
meeting.  No  action shall be taken at such meeting unless such notice is given,
or  unless  waiver  of  such notice is given by the holders of outstanding stock
having  not  less than the minimum number of votes necessary to take such action
at  a  meeting  at  which all shares entitled to vote thereon were voted. Prompt
notice  of  all  action  taken in connection with such waiver of notice shall be
given  to  all  stockholders  not  present  or  represented  at  such  meeting.

     3.7  Notice  of  Stockholder  Business  at  a  Meeting of the Stockholders.
          ----------------------------------------------------------------------

     Unless otherwise prescribed by law or by the articles of incorporation, the
following  provisions of this Section 3.7 shall apply to the conduct of business
at  any  meeting  of  the  stockholders.  (As used in this Section 3.7, the term
annual  meeting  shall  include a special meeting in lieu of an annual meeting.)

          (a)  At  any  meeting of the stockholders, only such business shall be
     conducted as shall have been brought before the meeting (i) pursuant to the
     Corporation's  notice  of meeting, (ii) by or at the direction of the board
     of  directors  or  (iii)  by  any  stockholder  of the Corporation who is a
     stockholder  of  record at the time of giving of the notice provided for in
     paragraph  (b)  of  this Section 3.7, who shall be entitled to vote at such
     meeting  and who complies with the notice procedures set forth in paragraph
     (b)  of  this  Section  3.7.

          (b)  For  business  to  be  properly brought before any meeting of the
     stockholders  by a stockholder pursuant to clause (iii) of paragraph (a) of
     this  Section 3.7, the stockholder must have given timely notice thereof in
     writing  to the Secretary of the Corporation. To be timely, a stockholder's
     notice  must  be  delivered  to  or  mailed  and  received at the principal
     executive  offices of the Corporation (i) in the case of an annual meeting,
     not  less  than sixty days nor more than ninety days prior to the Specified
     Date,  regardless  of  any postponements, deferrals or adjournments of that
     meeting  to  a later date; provided, however, that if the annual meeting of
     stockholders  or  a special meeting in lieu thereof is to be held on a date
     prior to the Specified Date, and if less than seventy days' notice or prior
     public disclosure of the date of such annual or special meeting is given or
     made,  notice  by  the  stockholder  to  be  timely must be so delivered or
     received  not  later  than the close of business on the tenth day following

                                     -2-
<PAGE>

     the  earlier  of  the  date  on  which notice of the date of such annual or
     special  meeting  was mailed or the day on which public disclosure was made
     of  the  date  of such annual or special meeting; and (ii) in the case of a
     special  meeting  (other  than  a  special  meeting  in  lieu  of an annual
     meeting),  not later than the tenth (10th) day following the earlier of the
     day  on which notice of the date of the scheduled meeting was mailed or the
     day  on  which  public  disclosure  was  made  of the date of the scheduled
     meeting. A stockholder's notice to the Secretary shall set forth as to each
     matter  the  stockholder  proposes  to bring before the meeting (i) a brief
     description  of  the  business desired to be brought before the meeting and
     the  reasons for conducting such business at the meeting, (ii) the name and
     address,  as  they  appear  on  the Corporation's books, of the stockholder
     proposing  such  business, the name and address of the beneficial owner, if
     any,  on whose behalf the proposal is made, and the name and address of any
     other  stockholders  or  beneficial  owners known by such stockholder to be
     supporting  such  proposal,  (iii)  the  class  and number of shares of the
     Corporation  which are owned beneficially and of record by such stockholder
     of record, by the beneficial owner, if any, on whose behalf the proposal is
     made  and  by  any  other  stockholders  or beneficial owners known by such
     stockholder  to be supporting such proposal, and (iv) any material interest
     of  such  stockholder  of record and/or of the beneficial owner, if any, on
     whose  behalf  the  proposal  is  made,  in  such proposed business and any
     material  interest  of any other stockholders or beneficial owners known by
     such  stockholder to be supporting such proposal in such proposed business,
     to  the  extent  known  by  such  stockholder.

          (c)  Notwithstanding  anything  in  these  bylaws  to the contrary, no
     business  shall  be  conducted  at  a meeting except in accordance with the
     procedures  set  forth  in  this  Section  3.7. The person presiding at the
     meeting  shall,  if  the  facts  warrant,  determine  that business was not
     properly  brought  before the meeting and in accordance with the procedures
     prescribed  by  these  bylaws,  and  if he should so determine, he shall so
     declare  at  the  meeting and any such business not properly brought before
     the  meeting  shall  not  be  transacted.  Notwithstanding  the  foregoing
     provisions  of  this  Section 3.7, a stockholder shall also comply with all
     applicable  requirements of the Securities Exchange Act of 1934, as amended
     (or any successor provision), and the rules and regulations thereunder with
     respect  to  the  matters  set  forth  in  this  Section  3.7.

          (d) This provision shall not prevent the consideration and approval or
     disapproval at the meeting of reports of officers, directors and committees
     of  the  board  of  directors, but, in connection with such reports, no new
     business shall be acted upon at such meeting unless properly brought before
     the  meeting  as  herein  provided.

     3.8 Stockholder List. The officer who has charge of the stock ledger of the
         ----------------
corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  days  prior  to  the  meeting,  either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

                                     -3-
<PAGE>

     3.9  Quorum  of Stockholders. The holders of a majority of the stock issued
          -----------------------
and  outstanding  and entitled to vote thereat, present in person or represented
by  proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction  of business except as otherwise required by law, or by the articles
of  incorporation  or  by  these bylaws. Except as otherwise provided by law, no
stockholder  present  at a meeting may withhold his shares from the quorum count
by  declaring  his  shares  absent  from  the  meeting.

     3.10 Adjournment. Any meeting of stockholders may be adjourned from time to
          -----------
time to any other time and to any other place at which a meeting of stockholders
may  be  held under these bylaws, which time and place shall be announced at the
meeting,  by a majority of votes cast upon the question, whether or not a quorum
is  present.  At  such  adjourned  meeting at which a quorum shall be present or
represented  any  business may be transacted which might have been transacted at
the  original  meeting.  If  the adjournment is for more than thirty days, or if
after  the  adjournment  a new record date is fixed for the adjourned meeting, a
notice  of  the  adjourned  meeting shall be given to each stockholder of record
entitled  to  vote  at  the  meeting.

     3.11  Proxy  Representation. Every stockholder may authorize another person
           ---------------------
or  persons  to  act  for  him by proxy in all matters in which a stockholder is
entitled  to participate, whether by waiving notice of any meeting, objecting to
or  voting  or  partici-pating  at  a  meeting, or expressing consent or dissent
without  a  meeting.  Every  proxy  must  be signed by the stockholder or by his
attorney-in-fact.  No  proxy shall by voted or acted upon after three years from
its  date  unless such proxy provides for a longer period. Except as provided by
law,  a revocable proxy shall be deemed revoked if the stockholder is present at
the  meeting  for  which  the  proxy  was  given. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy  may  be made irrevocable regardless of whether the interest with which it
is  coupled is an interest in the stock itself or an interest in the corporation
generally. The authorization of a proxy may but need not be limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting
or  meetings  of stockholders, unless otherwise specifically provided such proxy
shall  entitle the holder thereof to vote at any adjourned session but shall not
be  valid  after  the  final  adjournment  thereof.

     3.12  Inspectors.  If required to do so by the Florida Business Corporation
           ----------
Act or other applicable law or regulation, the directors or the person presiding
at  the  meeting  shall  appoint  one  or  more  inspectors  of election and any
substitute  inspectors  to act at the meeting or any adjournment thereof. If not
so  required, the directors or the person presiding at the meeting may, but need
not,  appoint  such  inspectors  and substitute inspectors. In either event, the
inspectors and substitute inspectors shall have such duties and responsibilities
as  are  required  by  applicable  law  or  regulation and such other duties and
responsibilities  not  inconsistent  therewith  as  the  directors or the person
presiding  at  the  meeting  shall  deem  appropriate.

     3.13  Action  by Vote. When a quorum is present at any meeting, whether the
           ---------------
same  be  an original or an adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such office and a majority of the
votes  properly cast upon any question other than an election to an office shall

                                     -4-
<PAGE>

decide  the  question,  except  when  a  larger  vote is required by law, by the
articles  of  incorporation  or by these bylaws. No ballot shall be required for
any  election  unless  requested  by a stockholder present or represented at the
meeting  and  entitled  to  vote  in  the  election.

     3.14  No Action by Consent. Any action required or permitted to be taken by
           --------------------
the  stockholders  of  the  corporation  must  be effected at a duly constituted
annual or special meeting of such holders and may not be effected by any consent
in  writing  by  such  stockholders.

Section  4.     DIRECTORS

     4.1  Number.  The  board shall consist of not less than three nor more than
          ------
twelve  directors,  the number of which shall be determined from time to time by
resolution  adopted  by  affirmative  vote  of  a  majority of directors then in
office.  Subject  to  the  foregoing  and  to  the provisions of the articles of
incorporation, the number of directors may be increased or decreased at any time
or  from  time to time by vote of a majority of directors then in office, except
that  such  decrease  by  vote  of  directors  shall  only  be made to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
except  as  provided  in  Section  4.4  of  these  bylaws. directors need not be
stockholders.

     4.2  Tenure. The directors shall be classified with respect to the time for
          ------
which they shall severally hold office by dividing them into three classes, each
consisting  of  one-third of the whole number of the board of directors, and all
directors  shall hold office until their successors are chosen and qualified, or
until  their  earlier  death, resignation, or removal. At the first meeting held
for  election  of  the  board  of  directors  pursuant  to  such classification,
directors  of the first class shall be elected for a term of one year; directors
of  the  second class shall be elected for a term of two years; directors of the
third  class  shall  be  elected  for  a term of three years; and at each annual
election  thereafter,  successors to the directors whose terms shall expire that
year shall be elected to hold office for a term of three years, so that the term
of  office  of  one  class  of  directors  shall  expire  in  each  year.

     4.3  Powers.  The  business of the corporation shall be managed by or under
          ------
the  direction  of  the board of directors which shall have and may exercise all
the  powers of the corporation and do all such lawful acts and things as are not
by law, the articles of incorporation or these bylaws directed or required to be
exercised  or  done  by  the  stockholders.

     4.4  Vacancies.  Except  as otherwise provided by law or by the articles of
          ---------
incorporation,  vacancies and any newly created directorships resulting from any
increase  in  the  number of directors shall be filled only by a majority of the
directors  then  in  office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future  date,  a  majority  of the directors then in office, including those who
have  resigned,  shall have power to fill such vacancy or vacancies, the vote or
action  by  writing thereon to take effect when such resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject  to  any  requirements  of law or of the articles of incorporation or of
these bylaws as to the number of directors required for a quorum or for any vote
or  other  actions.

                                     -5-
<PAGE>

     4.5  Nomination  of  Directors.
          -------------------------

     The  following provisions of this Section 4.5 shall apply to the nomination
of  persons  for  election  to  the  board  of  directors.

          (a)  Nominations  of persons for election to the board of directors of
     the  corporation  may  be  made  (i) by or at the direction of the board of
     directors  or  (ii)  by  any  stockholder  of  the  corporation  who  is  a
     stockholder  of  record  at  the  time  of giving of notice provided for in
     paragraph  (b)  of  this Section 4.5, who shall be entitled to vote for the
     election  of  directors  at  the  meeting  and who complies with the notice
     procedures  set  forth  in  paragraph  (b)  of  this  Section  4.5.

          (b)  Nominations  by  stockholders  shall  be  made pursuant to timely
     notice  in  writing  to  the  Secretary of the corporation. To be timely, a
     stockholder's  notice  shall  be delivered to or mailed and received at the
     principal  executive  offices  of the corporation, not less than sixty days
     nor  more  than  ninety days prior to the Specified Date, regardless of any
     postponements,  deferrals  or adjournments of that meeting to a later date;
     provided,  however, that if the annual meeting of stockholders or a special
     meeting  in  lieu  thereof  is  to be held on a date prior to the Specified
     Date,  and  if less than seventy days' notice or prior public disclosure of
     the  date of such annual or special meeting is given or made, notice by the
     stockholder  to  be  timely must be so delivered or received not later than
     the  close of business on the tenth day following the earlier of the day on
     which  notice  of  the date of such annual or special meeting was mailed or
     the  day  on which public disclosure was made of the date of such annual or
     special  meeting.  Such stockholder's notice shall set forth (x) as to each
     person whom the stockholder proposes to nominate for election or reelection
     as  a  director all information relating to such person that is required to
     be  disclosed  in solicitations of proxies for election of directors, or is
     otherwise  required,  pursuant  to  Regulation  14A  under  the  Securities
     Exchange  Act  of  1934, as amended, or pursuant to any other then existing
     statute,  rule  or  regulation  applicable thereto (including such person's
     written  consent  to being named in the proxy statement as a nominee and to
     serving  as  a  director  if elected); (y) as to the stockholder giving the
     notice (1) the name and address, as they appear on the corporation's books,
     of  such  stockholder  and  (2)  the  class  and  number  of  shares of the
     corporation which are beneficially owned by such stockholder and also which
     are  owned  of  record  by  such  stockholder; and (z) as to the beneficial
     owner,  if  any,  on  whose behalf the nomination is made, (1) the name and
     address  of  such  person  and  (2)  the  class and number of shares of the
     corporation  which  are  beneficially owned by such person. The corporation
     may  require  any proposed nominee to furnish such other information as may
     reasonably  be  required by the corporation to determine the eligibility of
     such  proposed  nominee  as  a  director.  At  the  request of the board of
     directors, any person nominated by the board of directors for election as a
     director shall furnish to the secretary of the corporation that information
     required  to  be  set  forth  in a stockholder's notice of nomination which
     pertains  to  the  nominee.

          (c)  No  person  shall  be  eligible  to  serve  as  a director of the
     corporation unless nominated in accordance with the procedures set forth in
     this  Section  4.5. The person presiding at the meeting shall, if the facts
     warrant,  determine  that  a nomination was not made in accordance with the
     procedures  prescribed  by  these bylaws, and if he should so determine, he
     shall  so  declare  to  the  meeting  and the defective nomination shall be

                                     -6-
<PAGE>

     disregarded.  Notwithstanding the foregoing provisions of this Section 4.5,
     a  stockholder  shall  also  comply with all applicable requirements of the
     Securities  Exchange  Act of 1934, as amended (or any successor provision),
     and  the  rules  and regulations thereunder with respect to the matters set
     forth  in  this  bylaw.

     4.6  Committees.  The  board of directors may, by vote of a majority of the
          ----------
whole  board, (a) designate, change the membership of or terminate the existence
of  any committee or committees, each committee to consist of one or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who  may  replace any absent or disqualified member at any meeting of
the  committee;  and (c) determine the extent to which each such committee shall
have  and may exercise the powers and authority of the board of directors in the
management  of  the business and affairs of the corporation, including the power
to  authorize  the  seal  of  the  corporation to be affixed to all papers which
require  it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by the articles
of  incorporation  or by these bylaws they are prohibited from so delegating. In
the  absence  or  disqualification  of  any  member  of  such  committee and his
alternate,  if any, the member or members thereof present at any meeting and not
disqualified  from voting, whether or not constituting a quorum, may unanimously
appoint  another  member  of the board of directors to act at the meeting in the
place  of  any  such  absent  or  disqualified  member.  Except  as the board of
directors  may otherwise determine, any committee may make rules for the conduct
of  its  business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in same manner as is provided by
these  bylaws  for  the  conduct  of  business  by  the board of directors. Each
committee  shall keep regular minutes of its meetings and report the same to the
board  of  directors  upon  request.

     4.7 Regular Meeting. Regular meetings of the board of directors may be held
         ---------------
without  call or notice at such place within or without the State of Florida and
at such times as the board may from time to time determine, provided that notice
of  the first regular meeting following any such determination shall be given to
absent directors. A regular meeting of the directors may be held without call or
notice  immediately  after  and  at  the same place as the annual meeting of the
stockholders.

     4.8  Special  Meetings.  Special  meetings of the board of directors may be
          -----------------
held  at  any  time  and  at  any  place  within or without the State of Florida
designated  in  the  notice  of  the meeting, when called by the chairman of the
board  or  president,  or  by  one-third  or  more  in  number of the directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the  chairman  of  the board or president or by any one of the directors calling
the  meeting.

     4.9  Notice.  It shall be reasonable and sufficient notice to a director to
          ------
send  notice  by  mail  at least forty-eight hours or by telegram or telecopy at
least  twenty-four  hours  before  the meeting, addressed to him at his usual or
last  known  business or residence address or to give notice to him in person or
by  telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director  who  attends  the  meeting  without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of  a  notice  need  specify  the  purposes  of  the  meeting.

                                     -7-
<PAGE>

     4.10 Quorum. Except as may be otherwise provided by law, by the articles of
          ------
incorporation  or by these bylaws, at any meeting of the directors a majority of
the  directors  then  in office shall constitute a quorum; a quorum shall not in
any  case  be  less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the  votes  cast  upon the question, whether or not a quorum is present, and the
meeting  may  be  held  as  adjourned  without  further  notice.

     4.11  Action  by  Vote.  Except as may be otherwise provided by law, by the
           ----------------
articles  of  incorporation  or by these bylaws, when a quorum is present at any
meeting  the vote of a majority of the directors present shall be the act of the
board  of  directors.

     4.12  Action Without a Meeting. Unless otherwise restricted by the articles
           ------------------------
of  incorporation  or these bylaws, any action required or permitted to be taken
at  any  meeting  of  the  board of directors or of any committee thereof may be
taken  without  a meeting if all the members of- the board or of such committee,
as the case may be, consent thereto in writing, and such writing or writings are
filed  with  the records of the meetings of the board or of such committee. Such
consent  shall  be  treated  for all purposes as the act of the board or of such
committee,  as  the  case  may  be.

     4.13  Participation  in  Meetings by Conference Telephone. Unless otherwise
           ----------------------------------------------------
restricted  by  the  articles  of  incorporation or these bylaws, members of the
board  of  directors or of any committee thereof may participate in a meeting of
such  board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear  each  other. Such participation shall constitute presence in
person  at  such  meeting.

     4.14  Compensation.  Unless  otherwise  restricted  by  the  articles  of
           ------------
incorporation  or  these bylaws, the board of directors shall have the authority
to  fix  from  time  to time the compensation of directors. The directors may be
paid  their  expenses,  if  any,  of  attendance at each meeting of the board of
directors  and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a  stated  salary  as director. No such payment shall preclude any director from
serving  the  corporation  or its parent or subsidiary corporations in any other
capacity  and  receiving  compensation therefor. The board of directors may also
allow  compensation for members of special or standing committees for service on
such  committees.

     4.15  Interested  Directors  and  Officers.
           ------------------------------------

          (a) No contract or transaction between the corporation and one or more
     of  its  directors  or  officers,  or between the corporation and any other
     corporation,  partnership,  association, or other organization in which one
     or  more  of  the  corporation's  directors  or  officers  are directors or
     officers,  or  have  a financial interest, shall be void or voidable solely
     for this reason, or solely because the director or officer is present at or
     participates  in  the  meeting  of  the  board  or  committee thereof which
     authorizes  the  contract  or  transaction,  or solely because his or their
     votes  are  counted  for  such  purpose,  if:

                                     -8-
<PAGE>

               (1)  The material facts as to his relationship or interest and as
          to the contract or transaction are disclosed or are known to the board
          of  directors  or  the  committee,  and the board or committee in good
          faith  authorizes the contract or transaction by the affirmative votes
          of  a  majority  of  the  disinterested  directors,  even  though  the
          disinterested  directors  be  less  than  a  quorum;  or

               (2)  The material facts as to his relationship or interest and as
          to  the  contract  or  transaction  are  disclosed or are known to the
          stockholders entitled to vote thereon, and the contract or transaction
          is specifically approved in good faith by vote of the stockholders; or

               (3)  The contract or transaction is fair as to the corporation as
          of  the  time  it is authorized, approved or ratified, by the board of
          directors,  a  committee  thereof,  or  the  stockholders.

               (b)  Common or interested directors may be counted in determining
          the  presence of a quorum at a meeting of the board of directors or of
          a  committee  which  authorizes  the  contract  or  transaction.

     4.16  Resignation or Removal of Directors. Any director or the entire board
           -----------------------------------
of  directors may be removed for "Cause," as hereinafter defined, by the holders
of  a  majority  of  the stock issued and outstanding and entitled to vote at an
election  of  directors;  provided,  however,  that  the  directors elected by a
particular  class of stockholders may be removed only by the vote of the holders
of  a  majority  of the shares of such class. No director may be removed without
"Cause"  by  vote  of  the  stockholders. Any director may resign at any time by
delivering  a  resignation  in writing to the principal executive officer or the
secretary  or  to a meeting of the board of directors. Such resignation shall be
effective  upon receipt unless specified to be effective at some other time; and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation  shall  so state. No director resigning and (except where a right to
receive  compensation  shall  be expressly provided in a duly authorized written
agreement  with  the  corporation)  no  director removed shall have any right to
receive  compensation  as  such director for any period following the director's
resignation  or  removal,  or  any  right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless  in  the case of a resignation, the directors, or in the case of removal,
the  body  acting  on  the removal, shall in their or its discretion provide for
compensation.  For  purposes  of  this  Section  4.16,  "Cause"  means:

          (a)  willful  and  continued material failure, refusal or inability to
     perform  one's  duties  to the corporation or the willful engaging in gross
     misconduct  materially  and  demonstrably  damaging  to the corporation; or

          (b)  conviction  for  any crime involving moral turpitude or any other
     illegal  act  that  materially  and  adversely  reflects upon the business,
     affairs  or  reputation of the Company or on one's ability to perform one's
     duties  to  the  corporation.

                                     -9-
<PAGE>

Section  5.     NOTICES

     5.1  Form  of  Notice.  Whenever,  under  the  provisions of law, or of the
          ----------------
articles  of incorporation or of these bylaws, notice is required to be given to
any director or stockholder, such notice may be given by mail, addressed to such
director  or  stockholder,  at  his  address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given  at  the  time when the same shall be deposited in the United States mail.
Unless  written  notice  by  mail is required by law, written notice may also be
given  by  telegram,  cable,  telecopy,  commercial  delivery  service, telex or
similar  means,  addressed  to such director or stockholder at his address as it
appears  on  the  records of the corporation, in which case such notice shall be
deemed  to  be given when delivered into the control of the persons charged with
effecting  such  transmission,  the  transmission  charge  to  be  paid  by  the
corporation  or  the  person  sending such notice and not by the addressee. Oral
notice  or  other  in-hand  delivery (in person or by telephone) shall be deemed
given  at  the  time  it  is  actually  given.

     5.2  Waiver  of  Notice.  Whenever notice is required to be given under the
          ------------------
provisions  of  law,  the  articles  of incorporation or these bylaws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the  time  stated therein, shall be deemed equivalent to notice. Attendance of a
person  at a meeting shall constitute a waiver of notice of such meeting, except
when  the  person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called or convened. Neither the business to he transacted at,
nor  the  purpose of, any meeting of the stockholders, directors or members of a
committee  of  the  directors need be specified in any written waiver of notice.

Section  6.     OFFICERS  AND  AGENTS

     6.1  Enumeration: Qualification. The officers of the corporation shall be a
          --------------------------
president,  a  chairman  of  the  board, a treasurer, a secretary and such other
officers,  if  any,  as  the  board  of  directors  from time to time may in its
discretion  elect  or  appoint  including  without  limitation  one or more vice
presidents. Any officer may be, but none need be, a director or stockholder. Any
two  or  more  offices  may  be  held  by  the  same  person.

     6.2  Powers.  Subject  to  law, to the articles of incorporation and to the
          ------
other  provisions  of  these bylaws, each officer shall have, in addition to the
duties  and  powers  herein  set  forth,  such duties and powers as are commonly
incident  to  his  office  and such additional duties and powers as the board of
directors  may  from  time  to  time  designate.

     6.3 Election. The board of directors at its first meeting after each annual
         ---------
meeting  of  stockholders shall choose a president, a secretary and a treasurer.
Other  officers  may  be appointed by the board of directors at such meeting, at
any  other  meeting or by written consent. At any time or from time to time, the
directors  may delegate to any officer their power to elect or appoint any other
officer  or  any  agents.

     6.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------
board  of  directors  following  the next annual meeting of the stockholders and
until  his successor is elected and qualified unless a shorter period shall have
been specified in terms of his election or appointment, or in each case until he
sooner  dies,  resigns,  is  removed  or becomes disqualified. Each agent of the

                                      -10-
<PAGE>

corporation  shall retain his authority at the pleasure of the directors, or the
officer  by  whom  he  was  appointed  or  by  the  officer who then holds agent
appointive  power.

     6.5  Chairman,  President  and  Vice  President.  The  chairman shall share
          ------------------------------------------
executive  authority  with  the  president.  The  president  shall  be the chief
executive officer and shall, with the chairman, have direct and active charge of
all  business  operations  of the corporation and shall, with the chairman, have
general  supervision  of  the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of
the stockholders and of the board of directors at which he is present, except as
otherwise  voted  by  the  board  of  directors.

     The  president  or  treasurer  shall  execute  bonds,  mortgages  and other
contracts  requiring  a  seal,  under  the seal of the corporation, except where
required  or  permitted  by  law  to be otherwise signed and executed and except
where  the  signing  and  execution  thereof shall be expressly delegated by the
board  of  directors to some other officer or agent of the corporation. Any vice
presidents shall have such duties and powers as shall be designated from time to
time  by  the  board  of  directors  or  by  the  president.

     6.6 Treasurer and Assistant Treasurers. The treasurer shall be in charge of
         ----------------------------------
the  corporation's  funds  and valuable papers, and shall have such other duties
and powers as may be assigned to him from time to time by the board of directors
or  by  the  president.

     Any  assistant  treasurers  shall  have  such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
treasurer.

     6.7  Secretary  and  Assistant  Secretaries. The secretary shall record all
          --------------------------------------
proceedings  of the stockholders, of the board of directors and of committees of
the  board  of  directors  in  a book or series of books to be kept therefor and
shall  file  therein  all  writings  of, or related to, action by stockholder or
director consent. In the absence of the secretary from any meeting, an assistant
secretary,  or if there is none or he is absent, a temporary secretary chosen at
the  meeting,  shall record the proceedings thereof. Unless a transfer agent has
been  appointed,  the  secretary  shall  keep  or cause to be kept the stock and
transfer  records  of  the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each  stockholder.  The secretary shall have such other duties and powers as may
from  time  to  time  be  designated by the board of directors or the president.

     Any  assistant  secretaries  shall  have such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
secretary.

     6.8  Resignation  and  Removal.  Any  officer  may  resign  at  any time by
          -------------------------
delivering  his resignation in writing to the president or the secretary or to a
meeting  of  the  board  of  directors. Such resignation shall be effective upon
receipt  unless specified to be effective at some other time, and without in any
case  the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause.  The board of directors may at any time terminate or modify the authority
of  any  agent.  No  officer  resigning  and  (except  where  a right to receive
compensation  shall be expressly provided in a duly authorized written agreement
with  the  corporation)  no  officer  removed  shall  have  any  right  to  any

                                      -11-
<PAGE>

compensation  as  such  officer  for  any  period  following  his resignation or
removal,  or  any  right  to  damages  on  account  of such removal, whether his
compensation  be by the month or by the year or otherwise; unless in the case of
a  resignation, the directors, or in the case of removal, the body acting on the
removal,  shall  in  their  or  its  discretion  provide  for  compensation.

     6.9  Vacancies.  If  the  office  of  the president or the treasurer or the
          ---------
secretary  becomes  vacant,  the  directors  may  elect a successor by vote of a
majority  of  the  directors  then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of  his  predecessor,  and  in  the case of the president, the treasurer and the
secretary  until his successor is chosen and qualified, or in each case until he
sooner  dies,  resigns,  is  removed  or  becomes  disqualified.

Section  7.     CAPITAL  STOCK

     7.1 Stock Certificates. Each stockholder shall be entitled to a certificate
         ------------------
stating  the  number and the class and the designation of the series, if any, of
the  shares  held  by  him,  in  such  form  as shall, in conformity to law, the
articles of incorporation and the bylaws, be prescribed from time to time by the
board  of  directors.  Such  certificate  shall  be signed by the president or a
vice-president  and  (i)  the  treasurer  or  an assistant treasurer or (ii) the
secretary  or  an  assistant  secretary.  Any  of  or  all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who  has signed or whose facsimile signature has been placed on such certificate
shall  have  ceased to be such officer, transfer agent, or registrar before such
certificate  is issued, it may be issued by the corporation with the same effect
as  if  he  were  such  officer, transfer agent, or registrar at the time of its
issue.

     7.2  Lost Certificates. The board of directors may direct a new certificate
          -----------------
or  certificates  to  be  issued  in  place  of  any certificate or certificates
theretofore  issued  by  the  corporation  alleged  to have been lost, stolen or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen or destroyed. When authorizing such
issue  of  a new certificate or certificates, the board of directors may, in its
discretion  and  as  a  condition precedent to the issuance thereof, require the
owner  of  such  lost,  stolen  or destroyed certificate or certificates, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or  to give the corporation a bond in such sum as it may direct as indemnity
against  any  claim that may be made against the corporation with respect to the
certificate  alleged  to  have  been  lost,  stolen  or  destroyed.

Section  8.     TRANSFER  OF  SHARES  OF  STOCK

     8.1  Transfer  on  Books.  Subject  to any restrictions with respect to the
          -------------------
transfer  of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate  therefor  properly  endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and  with  such proof of the authenticity of signature as the board of directors
or  the  transfer agent of the corporation may reasonably require. Except as may
be  otherwise  required  by  law,  by  the articles of incorporation or by these
bylaws, the corporation shall be entitled to treat the record holder of stock as

                                      -12-
<PAGE>

shown  on  its  books as the owner of such stock for all purposes, including the
payment  of dividends and the right to receive notice and to vote or to give any
consent  with  respect  thereto  and  to  be  held  liable  for  such  calls and
assessments,  if  any,  as  may  lawfully  be  made  thereon,  regardless of any
transfer,  pledge  or other disposition of such stock until the shares have been
properly  transferred  on  the  books  of  the  corporation.

     It  shall  be the duty of each stockholder to notify the corporation of his
post  office  address.

Section  9.     GENERAL  PROVISIONS

     9.1  Record  Date.  In  order  that  the  corporation  may  determine  the
          ------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  or to express consent to corporate action in writing
without  a  meeting,  or  entitled  to  receive payment of any dividend or other
distribution  or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, the board of directors may fix, in advance, a record date,
which  shall  not be more than sixty days nor less than ten days before the date
of  such  meeting,  nor  more than sixty days prior to any other action to which
such  record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of  the  meeting;  provided,  however, that the board of directors may fix a new
record  date  for  the  adjourned  meeting.  If  no  record  date  is  fixed,

          (a) The record date for determining stockholders entitled to notice of
     or  to  vote at a meeting of stockholders shall be at the close of business
     on  the  day next preceding the day on which notice is given, or, if notice
     is  waived,  at  the close of business on the day next preceding the day on
     which  the  meeting  is  held;

          (b)  The  record date for determining stockholders entitled to express
     consent  to  corporate  action  in writing without a meeting, when no prior
     action  by  the  board of directors is necessary, shall be the day on which
     the  first  written  consent  is  expressed;  and

          (c) The record date for determining stockholders for any other purpose
     shall  be  at  the  close  of  business  on  the  day on which the board of
     directors  adopts  the  resolution  relating  to  such  purpose.

     9.2  Dividends.  Dividends upon the capital stock of the corporation may be
          ---------
declared  by  the  board  of  directors  at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, in property, or
in  shares  of  the  capital stock, subject to the provisions of the articles of
incorporation.

     9.3  Payment of Dividends. Before payment of any dividend, there may be set
          --------------------
aside  out  of  any funds of the corporation available for dividends such sum or
sums  as  the  directors  from time to time, in their absolute discretion, think
proper  as  a  reserve  or  reserves  to  meet  contingencies, or for equalizing
dividends,  or  for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of

                                      -13-
<PAGE>

the corporation, and the directors may modify or abolish any such reserve in the
manner  in  which  it  was  created.

     9.4  Checks.  All  checks or demands for money and notes of the corporation
          ------
shall  be  signed by such officer or officers or such other person or persons as
the  board  of  directors  may  from  time  to  time  designate.

     9.5  Fiscal  Year.  The  fiscal  year of the corporation shall begin on the
          ------------
first  day  following  the  Saturday closest to December 31 and shall end on the
Saturday  closest  to December 31 next following, unless otherwise determined by
the  board  of  directors.

     9.6  Seal.  The  board  of  directors may, by resolution, adopt a corporate
          ----
seal.  The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation,  the  year of its organization and the word "Florida." The seal may
be  used  by  causing  it  or  a facsimile thereof to be impressed or affixed or
reproduced  or otherwise. The seal may be altered from time to time by the board
of  directors.

Section  10.     AMENDMENTS

     10.1  By  the  Board  of Directors. These bylaws may be altered, amended or
           -----------------------------
repealed  or  new bylaws may be adopted by the affirmative vote of a majority of
the  directors  present  at  any  regular  or  special  meeting  of the board of
directors  at  which  a  quorum  is  present.

     10.2  By  the  Stockholders.  Except as otherwise provided in Section 10.3,
           ---------------------
these bylaws may be altered, amended or repealed or new bylaws may be adopted by
the  affirmative  vote of the holders of a majority of the shares of the capital
stock  of  the  corporation  issued  and outstanding and entitled to vote at any
regular  or special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of  such  regular  or  special  meeting.

     10.3  Certain  Provisions.  Notwithstanding any other provision of law, the
           -------------------
articles  of  incorporation or these bylaws, and notwithstanding the fact that a
lesser  percentage  may be specified by law, the affirmative vote of the holders
of  at least two-thirds of the shares of capital stock of the corporation issued
and outstanding and entitled to vote shall be required to amend or repeal, or to
adopt  any  provision inconsistent with, Section 3.5, Section 3.7, Section 3.14,
Section  4  and  Section  10  of  these  bylaws.


                                             /s/ Charles G. Masters
                                             ----------------------------------
                                             Charles G. Masters
                                             President, Chief Executive Officer

                                      -14-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.01
<SEQUENCE>4
<FILENAME>ex4-01.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, RIGHTS, AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.01

                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                             DEER VALLEY CORPORATION

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

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

           SERIES A CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

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

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

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

          a.  Dividends  on  Series  A  Convertible  Preferred  Stock.
              --------------------------------------------------------

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

                                     -1-
<PAGE>

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

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

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

     3.  Voting.
         ------

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

                                     -2-
<PAGE>

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

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

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

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

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

               (ii)  effectuate  any merger, reorganization, or recapitalization
          of  the Corporation, including such transactions with a Subsidiary (as

                                     -3-
<PAGE>

          defined  in  Section  9  below)  or  related entity, or enter into any
                       ----------
          agreement  to  do  any of the foregoing, other than in connection with
          the  Reverse  Merger;

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

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

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

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

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

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

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

                                     -4-
<PAGE>

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

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

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

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

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

                         (I)  the  Corporation  is  a  constituent  party,  or

                         (II)  a  Subsidiary  is  a  constituent  party  and the
                    Corporation  issues  shares of its capital stock pursuant to
                    such  merger  or  consolidation,

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

                                     -5-
<PAGE>

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

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

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

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

                                     -6-
<PAGE>

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

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

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

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

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

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

                                     -7-
<PAGE>

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

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

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

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

               (v) The Corporation shall pay any and all issue and other similar
          taxes  that  may  be payable in respect of any issuance or delivery of

                                     -8-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                     -9-
<PAGE>

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

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

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

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

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

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

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

                                      -10-
<PAGE>

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

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

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

                                      -11-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -12-
<PAGE>

                    such  consideration)  payable  to  the  Corporation upon the
                    exercise  of  such  Options or the conversion or exchange of
                    such  Convertible  Securities, or in the case of Options for
                    Convertible  Securities,  the  exercise  of such Options for
                    Convertible  Securities  and  the  conversion or exchange of
                    such  Convertible  Securities,  by

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

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

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

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

                                      -13-
<PAGE>

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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

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

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

               (iii)  of  the voluntary or involuntary dissolution, liquidation,
          or  winding-up  of  the  Corporation,

          then,  and  in  each  such  case,  the  Corporation will send or cause
          to  be sent to the holders of the Series A Convertible Preferred Stock
          a  notice specifying, as the case may be, (i) the record date for such
          dividend, distribution, or right, and the amount and character of such
          dividend,  distribution, or right; or (ii) the effective date on which
          such  reorganization,  reclassification,  consolidation,  merger,
          transfer,  dissolution, liquidation, or winding-up is proposed to take
          place, and the time, if any is to be fixed, as of which the holders of
          record  of Common Stock (or such other stock or securities at the time
          issuable  upon  the  conversion  of the Series A Convertible Preferred
          Stock)  shall be entitled to exchange their shares of Common Stock (or
          such  other  stock  or  securities)  for  securities or other property
          deliverable upon such reorganization, reclassification, consolidation,
          merger,  transfer,  dissolution,  liquidation,  or winding-up, and the
          amount  per  share  and  character  of such exchange applicable to the
          Series A Convertible Preferred Stock and the Common Stock. Such notice
          shall  be  sent  at  least  ten  (10) days prior to the record date or
          effective  date  for  the  event  specified in such notice. Any notice
          required by the provisions hereof to be given to a holder of shares of
          Series  A  Convertible  Preferred  Stock  shall be deemed sent to such
          holder  if  deposited  in the United States mail, postage prepaid, and
          addressed  to such holder at his, her, or its address appearing on the
          books  of  the  Corporation.

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

     7.  Intentionally  omitted.

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

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

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

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

                                      -15-
<PAGE>

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

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

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

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

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

                                      -16-
<PAGE>

          g.  "INVESTOR  RIGHTS  AGREEMENT"  shall  mean  the  Investor  Rights
     Agreement  dated  January  18,  2006,  by and among the Corporation and the
     other  parties  thereto.

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

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

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

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

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

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

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

                                      -17-
<PAGE>

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

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

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

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

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

          t.  "SECURITIES  PURCHASE  AND  SHARE  EXCHANGE  AGREEMENT"  means the
     Securities Purchase and Share Exchange Agreement dated January 18, 2006, by
     and  between  the  Company,  certain  shareholders  of  the Company a party
     thereto, DeerValley Acquisitions, Corp. ("DVA"), certain DVA shareholders a
     party  thereto,  Vicis  Capital  Master Fund, and each of the purchasers of
     Series  A  Convertible  Preferred  Stock  of  the  Company a party thereto.

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

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

                            [signature page follows]

                                      -18-
<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation  on this 21st day of July, 2006.



                                  DEER  VALLEY  CORPORATION


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




        [Signature Page to Series A Preferred Certificate of Designation]

                                      -19-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.02
<SEQUENCE>5
<FILENAME>ex4-02.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, RIGHTS, AND PREFERENCES OF SERIES B CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.02



                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                             DEER VALLEY CORPORATION

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

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

           SERIES B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     49,451  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES B CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.   Intentionally  Omitted.

     2.   Voting.
          ------

          a. Number of Votes. On any matter presented to the stockholders of the
             ---------------
     Corporation  for  their  action  or  consideration  at  any  meeting  of
     stockholders  of  the Corporation (or by written consent of stockholders in
     lieu of meeting), each holder of outstanding shares of Series B Convertible
     Preferred  Stock shall be entitled to cast the number of votes equal to the
     number  of  whole  shares of Common Stock into which the shares of Series B
     Convertible  Preferred  Stock held by such holder are convertible as of the
     record  date  for determining stockholders entitled to vote on such matter.
     Except  as  provided  by  law  or  by the provisions of Section 2(b) below,
                                                             -----------
     holders  of  Series  B Convertible Preferred Stock shall vote together with
     the  holders  of  Common Stock, and with the holders of any other series of
     Preferred  Stock the terms of which so provide, together as a single class.

          b.  Limitations on Corporate Action. At any time when shares of Series
              -------------------------------
     B  Convertible  Preferred  Stock  are outstanding, except where the vote or
     written  consent  of  the  holders  of  a  greater  number of shares of the
     Corporation  is  required by law or by this Certificate of Designation, and
     in  addition  to  any  other  vote  required  by law or this Certificate of
     Designation, without the written consent or affirmative vote of the holders

                                     -1-
<PAGE>

     of  a  majority  of  the  then-outstanding  shares  of Series B Convertible
     Preferred  Stock  given  in  writing or by vote at a meeting, consenting or
     voting  (as the case may be) as a separate class from the Common Stock, the
     Corporation  shall  not,  either  directly  or  by  amendment,  merger,
     consolidation  or  otherwise:

               (i)  increase  the  authorized  number  of  shares  of  Series  B
          Convertible  Preferred  Stock;

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

               (iii)  make  or  authorize,  or  permit the authorization of, any
          material  change  in  the  nature  or  scope  of  the  business of the
          Corporation;  or

               (iv)  cause  or  authorize,  or permit any of its subsidiaries to
          authorize  or  take any of the foregoing actions. For purposes of this
          Section 2(b)(iv), "SUBSIDIARY" means any entity of which securities or
          ---------------
          ownership  interests  having  voting  power to elect a majority of the
          board  of  directors  or other persons performing similar functions or
          otherwise  granting  the  holder  Control  are  directly or indirectly
          beneficially  owned  by  the  Corporation.  For  purposes  of  this
          Certificate  of  Designation, "CONTROL" means the possession, directly
          or indirectly, of power to direct or cause the direction of management
          or  policies  (whether  through  ownership  of  voting  securities, by
          agreement  or  otherwise).

     3.  Dividends.
         ---------

          a.  Amount.  From  and after the date of the issuance of any shares of
              ------
     Series  B  Convertible Preferred Stock, each holder of Series B Convertible
     Preferred Stock shall receive, in the case of a dividend on Common Stock or
     any  class  or  series that is convertible into Common Stock, that dividend
     per  share  of  Series  B  Convertible  Preferred  Stock as would equal the
     product  of  (1) the dividend payable on each share of such class or series
     determined,  if  applicable,  as if all such shares of such class or series
     had been converted into Common Stock and all Series B Convertible Preferred
     Stock had been converted into Common Stock, and (2) the number of shares of
     Common  Stock  issuable  upon conversion of a share of Series B Convertible
     Preferred Stock, calculated on the record date for determination of holders
     entitled  to  receive  such  dividend.

          b.  Cumulative  Dividends  on  Series  B  Convertible Preferred Stock.
              -----------------------------------------------------------------
     Dividends  declared  or  paid  for shares of Series B Convertible Preferred
     Stock  shall  not  be  cumulative.

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

          a. Payments to Holders of Series B Convertible Preferred Stock. In the
             -----------------------------------------------------------
     event  of any voluntary or involuntary liquidation, dissolution, or winding
     up  of  the  Corporation,  the  holders  of  shares of Series B Convertible
     Preferred  Stock  then  outstanding shall be entitled to be paid out of the
     assets  available  for distribution to its stockholders after the Aggregate
     Series  A  Liquidation Preference Payment (as defined in the Certificate of

                                     -2-
<PAGE>

     Designations,  Preferences,  and  Rights  of Series A Convertible Preferred
     Stock  of  the  Corporation  (the  "SERIES A PREFERRED STOCK CERTIFICATE OF
     DESIGNATIONS")) shall be made to the holders of shares of the Corporation's
     Series  A  Convertible Preferred Stock (the "SERIES A PREFERRED STOCK") and
     before  any  payment  shall  be  made to the holders of Common Stock or any
     other  class or series of stock ranking on liquidation junior to the Series
     B  Convertible  Preferred  Stock  (such  Common Stock and other stock being
     collectively  referred  to  as "JUNIOR STOCK") by reason of their ownership
     thereof,  an  amount  equal  to  One  Hundred  Thousand  and No/100 Dollars
     ($100,000)(the  amount  payable  pursuant  to  this sentence is hereinafter
     referred  to  as  the  "SERIES  B  LIQUIDATION  AMOUNT"). If, upon any such
     liquidation,  dissolution,  or winding up of the Corporation (and after the
     entire  Aggregate  Series A Liquidation Preference Payment has been paid to
     the  holders  of  shares  of Series A Preferred Stock) the remaining assets
     available for distribution to its stockholders shall be insufficient to pay
     the holders of shares of Series B Convertible Preferred Stock and any class
     or  series  of  stock  ranking on liquidation on a parity with the Series B
     Convertible  Preferred  Stock,  the  full preferential amount to which they
     shall  be entitled, the holders of shares of Series B Convertible Preferred
     Stock  and  any class or series of stock ranking on liquidation on a parity
     with  the  Series  B  Convertible  Preferred Stock, which shall include the
     Series  C  Convertible  Preferred  Stock  of  the  Company  (the  "SERIES C
     PREFERRED STOCK"), shall share ratably in any distribution of the remaining
     assets  available  for distribution in proportion to the respective amounts
     that  would otherwise be payable in respect of the shares held by them upon
     such  distribution if all amounts payable on or with respect to such shares
     were  paid  in  full.

          b.  Payments  to  Holders  of  Junior  Stock.  Upon  any  liquidation,
              ----------------------------------------
     dissolution  or  winding  up  of the Corporation, immediately after (1) the
     holders  of  Series  A Preferred Stock have been paid in full the Aggregate
     Series  A  Liquidation  Preference  Payment,  as  set forth in the Series A
     Preferred  Stock Certificate of Designations; and (2) the holders of Series
     B  Convertible  Preferred  Stock  have  been  paid  in  full  the  Series B
     Liquidation  Amount  pursuant  to  Section  4(a)  above, and the holders of
                                        ------------
     Series  C  Preferred  Stock have been paid in full the Series C Liquidation
     Amount,  as  set  forth  in  the  Series  C  Preferred Stock Certificate of
     Designations,  the  remaining  net  assets of the Corporation available for
     distribution  shall  be distributed pro-rata among the holders of shares of
     Series  B  Convertible Preferred Stock, Series C Preferred Stock and Common
     Stock  on  an  as-converted-to-Common  Stock  basis.

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

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

                    A.  a  merger  or  consolidation  in  which

                         (I)  the  Corporation  is  a  constituent  party,  or

                         (II) a subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues

                                     -3-
<PAGE>

                                   shares  of  its  capital  stock  pursuant  to
                                   such  merger  or  consolidation,

          except  that  any  such  merger  or  consolidation  involving  the
          Corporation  or  a  subsidiary in which the shares of capital stock of
          the  Corporation  outstanding  immediately  prior  to  such  merger or
          consolidation continue to represent, or are converted or exchanged for
          shares  of  capital  stock  that represent, immediately following such
          merger  or consolidation, at least a majority, by voting power, of the
          capital  stock of (1) the surviving or resulting corporation or (2) if
          the surviving or resulting corporation is a wholly-owned subsidiary of
          another  corporation  immediately  following  such  merger  or
          consolidation,  the  parent corporation of such surviving or resulting
          corporation  (provided  that, for the purpose of this Section 4(c)(i),
                                                                --------------
          all  shares  of  Common  Stock  issuable  upon  exercise  of  options
          outstanding immediately prior to such merger or consolidation, or upon
          conversion  of convertible securities outstanding immediately prior to
          such  merger  or  consolidation  shall  be  deemed  to  be outstanding
          immediately  prior to such merger or consolidation and, if applicable,
          converted  or  exchanged  in  such merger or consolidation on the same
          terms  as  the actual outstanding shares of Common Stock are converted
          or  exchanged);  or

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

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

               (iii)  In  the  event  of  a Deemed Liquidation Event pursuant to
          Section  4(c)(i)(A)(II)  or  (B)  above,  if  the Corporation does not
          -------------------------------
          effect  a  dissolution  of  the Corporation under the Florida Business
          Corporation  Act  within sixty (60) days after such Deemed Liquidation
          Event, then (A) the Corporation shall deliver a written notice to each
          holder  of Series B Convertible Preferred Stock no later than the 60th
          day  after the Deemed Liquidation Event advising such holders of their
          right  (and  the requirements to be met to secure such right) pursuant
          to  the terms of the following clause (B) to require the redemption of
                                         ---------
          such  shares  of  Series B Convertible Preferred Stock; and (B) if the
          holders  of  at  least  a  majority  of the then-outstanding shares of
          Series  B  Convertible  Preferred  Stock  so  request  in  a  written
          instrument  delivered  to  the Corporation not later than seventy-five
          (75)  days  after such Deemed Liquidation Event, the Corporation shall
          use  the  consideration  received  by  the Corporation for such Deemed
          Liquidation Event (net of any retained liabilities associated with the
          assets sold or technology licensed, as determined in good faith by the
          Board  of  Directors)(the  "NET  PROCEEDS")  to  redeem, to the extent
          legally  available  therefor,  on  the  90th  day  after  such  Deemed
          Liquidation Event (the "LIQUIDATION REDEMPTION DATE"), all outstanding
          shares  of  Series  B Convertible Preferred Stock at a price per share

                                     -4-
<PAGE>

          equal to the Series B Liquidation Amount. In the event of a redemption
          pursuant  to  the  preceding  sentence,  if  the  Net Proceeds are not
          sufficient  to  redeem  all outstanding shares of Series B Convertible
          Preferred  Stock,  or if the Proceeds are not sufficient to redeem all
          outstanding  shares of Series B Convertible Preferred Stock, or if the
          Corporation  does  not  have  sufficient  funds  lawfully available to
          effect  such  redemption,  the  Corporation  shall  redeem  a pro rata
          portion  of  each  holder's  shares  of Series B Convertible Preferred
          Stock  to  the  fullest  extent  of such Net Proceeds or such lawfully
          available  funds,  as  the  case may be, and, where such redemption is
          limited  by  the  amount  of lawfully available funds, the Corporation
          shall  redeem  the  remaining  shares to have been redeemed as soon as
          practicable  after  the  Corporation  has  funds  legally  available
          therefor. Prior to the distribution or redemption provided for in this
          Section  4(c)(iii),  the Corporation shall not expend or dissipate the
          -----------------
          consideration  received  for  such Deemed Liquidation Event, except to
          discharge  expenses  incurred  in  the  ordinary  course  of business.

               (iv)  Whenever  the  distribution  provided for in this Section 4
                                                                       ---------
          shall  be  payable  in  property  other  than  cash, the value of such
          distribution  shall  be the fair market value of such property, rights
          or securities as determined in good faith by the Board of Directors of
          the  Corporation.

     5.  Mandatory  Conversion.
         ---------------------

          a. Contemporaneously with the completion of the increase in authorized
     shares of Common Stock of the Corporation (the "MANDATORY CONVERSION DATE")
     in  connection  with  that  certain  Securities Purchase and Share Exchange
     Agreement,  of  even  date  herewith, by and among Deer Valley Corporation,
     certain  shareholders  of  Deer  Valley  a  party  thereto,  DeerValley
     Acquistions, Corp. ("DVA"), DVA shareholders a party thereto, Vicis Capital
     Master Fund, and certain purchasers of Series A Convertible Preferred Stock
     a  party  thereto,  (i)  each  outstanding  share  of  Series B Convertible
     Preferred  Stock  shall  automatically  be converted into one hundred (100)
     shares  of  Common  Stock,  and  (ii)  the  shares  of Series B Convertible
     Preferred  Stock  may  not be reissued by the Corporation as shares of such
     series  or  any  other  series  of  Preferred  Stock.

          b.  All  holders of record of shares of Series B Convertible Preferred
     Stock  shall  be  given written notice of the Mandatory Conversion Date and
     the  place designated for mandatory conversion of all such shares of Series
     B  Convertible Preferred Stock pursuant to this Section 5. Such notice need
                                                     ---------
     not be given in advance of the occurrence of the Mandatory Conversion Date.
     Such  notice  shall  be  sent  by  first  class or registered mail, postage
     prepaid,  or  given  by  electronic  communication  in  compliance with the
     provisions  of  Florida  corporate  law,  to each record holder of Series B
     Convertible  Preferred  Stock.  Upon receipt of such notice, each holder of
     shares  of Series B Convertible Preferred Stock shall surrender his, her or
     its  certificate(s)  for  all  such  shares to the Corporation at the place
     designated  in  such  notice, and shall thereunder receive certificates for
     the  number  of  shares  of  Common  Stock to which such holder is entitled
     pursuant to Section 5(a). On the Mandatory Conversion Date, all outstanding
                 -----------
     shares of Series B Convertible Preferred Stock shall be deemed to have been
     converted  into  shares  of  Common  Stock,  which  shall  be  deemed to be

                                     -5-
<PAGE>

     outstanding  of  record,  and  all  rights  with  respect  to  the Series B
     Convertible  Preferred Stock so converted, including the rights, if any, to
     receive  notices and to vote (other than as a holder of Common Stock), will
     terminate, except the right of the holders thereof, upon surrender of their
     certificate(s)  therefor,  to receive certificates for the number of shares
     of  Common  Stock  into which such Series B Convertible Preferred Stock has
     been  converted,  and payment of any declared but unpaid dividends thereon.
     If  so required by the Corporation, certificates surrendered for conversion
     shall  be  endorsed or accompanied by written instrument(s) of transfer, in
     form  satisfactory  to  the  Corporation,  duly  executed by the registered
     holder  or  by his, her or its attorney duly authorized in writing. As soon
     as practicable after the Mandatory Conversion Date and the surrender of the
     certificate(s)  for  Series  B Convertible Preferred Stock, the Corporation
     shall  cause  to be issued and delivered to such holder, on his, her or its
     written  order, a certificate or certificates for the number of full shares
     of  Common  Stock  issuable  on  such  Conversion  in  accordance  with the
     provisions  hereof.

          c.  All  certificates  evidencing  shares  of  Series  B  Convertible
     Preferred  Stock  that  are  required  to  be surrendered for conversion in
     accordance  with  the provisions hereof shall, from and after the Mandatory
     Conversion  Date,  be  deemed  to  have  been retired and cancelled and the
     shares  of  Series  B  Convertible  Preferred  Stock  represented  thereby
     converted  into  Common Stock for all purposes, notwithstanding the failure
     of  the  holder(s)  thereof to surrender such certificate(s) on or prior to
     such  date.  Such converted Series B Convertible Preferred Stock may not be
     reissued  as  shares of such Series or any other series of Preferred Stock,
     and  the  Corporation  may thereafter take such appropriate action (without
     the  need  for  stockholder  action)  as  may  be  necessary  to reduce the
     authorized  number  of  shares  of  Series  B  Convertible  Preferred Stock
     accordingly.

     6.  Optional  Conversion. The holders of the Series B Convertible Preferred
         --------------------
Stock  shall  have  no  optional  conversion  rights.

     7.  Redemption.  There  shall  be  no  redemption  of  shares  of  Series B
         -----------
Convertible  Preferred  Stock.

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



                            [Signature Page Follows]

                                     -6-
<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation  on this 21st day of July, 2006.


                              DEER VALLEY CORPORATION


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



       [Signature Page to Series B Preferred Certificate of Designations]











                                     -7-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.03
<SEQUENCE>6
<FILENAME>ex4-03.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, RIGHTS, AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.03


                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                             DEER VALLEY CORPORATION

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

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

           SERIES C CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     26,750  shares  of  the  authorized  and  unissued  Preferred  Stock of the
Corporation  are  hereby  designated "SERIES C CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.   Intentionally  Omitted.

     2.   Voting.
          ------

          a. Number of Votes. On any matter presented to the stockholders of the
             ---------------
     Corporation  for  their  action  or  consideration  at  any  meeting  of
     stockholders  of  the Corporation (or by written consent of stockholders in
     lieu of meeting), each holder of outstanding shares of Series C Convertible
     Preferred  Stock  shall be entitled, subject to the limitation set forth in
     Section  2(b)  below,  to  cast  the number of votes equal to the number of
     ------------
     whole  shares of Common Stock into which the shares of Series C Convertible
     Preferred  Stock  held by such holder are convertible as of the record date
     for  determining  stockholders  entitled  to vote on such matter. Except as
     provided  by  law  or  by  the provisions of Section 2(c) below, holders of
                                                  -----------
     Series  C  Convertible Preferred Stock shall vote together with the holders
     of  Common  Stock,  and  with  the holders of any other series of Preferred
     Stock  the  terms  of  which  so  provide,  together  as  a  single  class.

          b.  Limitation  on Number of Votes. Notwithstanding anything contained
              ------------------------------
     herein  to  the  contrary,  the voting rights of each holder of outstanding
     shares  of  Series  C  Convertible  Preferred  Stock  shall  be  limited in
     accordance  with  Section  6  hereof,  so  that  each  holder  of  Series C
                       ----------
     Convertible  Preferred  Stock  shall be entitled to vote only the number of

                                     -1-
<PAGE>

     votes  equal  to  the number of whole shares of Common Stock into which the
     shares  of  Series  C Convertible Preferred Stock are convertible as of the
     record  date,  up to a maximum of 4.99% of the outstanding shares of Common
     Stock  of  the  Corporation.

          c.  Limitations on Corporate Action. At any time when shares of Series
              -------------------------------
     C  Convertible  Preferred  Stock  are outstanding, except where the vote or
     written  consent  of  the  holders  of  a  greater  number of shares of the
     Corporation  is  required by law or by this Certificate of Designation, and
     in  addition  to  any  other  vote  required  by law or this Certificate of
     Designation, without the written consent or affirmative vote of the holders
     of  a  majority  of  the  then-outstanding  shares  of Series C Convertible
     Preferred  Stock  given  in  writing or by vote at a meeting, consenting or
     voting  (as the case may be) as a separate class from the Common Stock, the
     Corporation  shall  not,  either  directly  or  by  amendment,  merger,
     consolidation  or  otherwise:

               (i)  increase  the  authorized  number  of  shares  of  Series  C
          Convertible  Preferred  Stock;

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

               (iii)  make  or  authorize,  or  permit the authorization of, any
          material  change  in  the  nature  or  scope  of  the  business of the
          Corporation;  or

               (iv)  cause  or  authorize,  or permit any of its subsidiaries to
          authorize  or  take any of the foregoing actions. For purposes of this
          Section 2(c)(iv), "SUBSIDIARY" means any entity of which securities or
          ---------------
          ownership  interests  having  voting  power to elect a majority of the
          board  of  directors  or other persons performing similar functions or
          otherwise  granting  the  holder  Control  are  directly or indirectly
          beneficially  owned  by  the  Corporation.  For  purposes  of  this
          Certificate  of  Designation, "CONTROL" means the possession, directly
          or indirectly, of power to direct or cause the direction of management
          or  policies  (whether  through  ownership  of  voting  securities, by
          agreement  or  otherwise).

     3.   Dividends.
          ---------

          a.  Amount.  From  and after the date of the issuance of any shares of
              ------
     Series  C  Convertible Preferred Stock, each holder of Series C Convertible
     Preferred Stock shall receive, in the case of a dividend on Common Stock or
     any  class  or  series that is convertible into Common Stock, that dividend
     per  share  of  Series  C  Convertible  Preferred  Stock as would equal the
     product  of  (1) the dividend payable on each share of such class or series
     determined,  if  applicable,  as if all such shares of such class or series
     had been converted into Common Stock and all Series C Convertible Preferred
     Stock had been converted into Common Stock, and (2) the number of shares of
     Common  Stock  issuable  upon conversion of a share of Series C Convertible
     Preferred Stock, calculated on the record date for determination of holders
     entitled  to  receive  such  dividend.

                                     -2-
<PAGE>

          b.  Cumulative  Dividends  on  Series  C  Convertible Preferred Stock.
              -----------------------------------------------------------------
     Dividends  declared  or  paid  for shares of Series C Convertible Preferred
     Stock  shall  not  be  cumulative.

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

          a. Payments to Holders of Series C Convertible Preferred Stock. In the
             -----------------------------------------------------------
     event  of any voluntary or involuntary liquidation, dissolution, or winding
     up  of  the  Corporation,  the  holders  of  shares of Series C Convertible
     Preferred  Stock  then  outstanding shall be entitled to be paid out of the
     assets  available  for distribution to its stockholders after the Aggregate
     Series  A  Liquidation Preference Payment (as defined in the Certificate of
     Designations,  Preferences,  and  Rights  of Series A Convertible Preferred
     Stock  of  the  Corporation  (the  "SERIES A PREFERRED STOCK CERTIFICATE OF
     DESIGNATIONS")) shall be made to the holders of shares of the Corporation's
     Series  A  Convertible Preferred Stock (the "SERIES A PREFERRED STOCK") and
     before  any  payment  shall  be  made to the holders of Common Stock or any
     other  class or series of stock ranking on liquidation junior to the Series
     C  Convertible  Preferred  Stock  (such  Common Stock and other stock being
     collectively  referred  to  as "JUNIOR STOCK") by reason of their ownership
     thereof,  an  amount  equal  to  One  Hundred  Thousand  and No/100 Dollars
     ($100,000)(the  amount  payable  pursuant  to  this sentence is hereinafter
     referred  to  as  the  "SERIES  C  LIQUIDATION  AMOUNT"). If, upon any such
     liquidation,  dissolution,  or winding up of the Corporation (and after the
     entire  Aggregate  Series A Liquidation Preference Payment has been paid to
     the  holders  of  shares  of Series A Preferred Stock) the remaining assets
     available for distribution to its stockholders shall be insufficient to pay
     the holders of shares of Series C Convertible Preferred Stock and any class
     or  series  of  stock  ranking on liquidation on a parity with the Series C
     Convertible  Preferred  Stock,  the  full preferential amount to which they
     shall  be entitled, the holders of shares of Series C Convertible Preferred
     Stock  and  any class or series of stock ranking on liquidation on a parity
     with  the  Series  C  Convertible  Preferred Stock, which shall include the
     Series  B  Convertible  Preferred  Stock  of  the  Company  (the  "SERIES B
     PREFERRED"),  shall  share  ratably  in  any  distribution of the remaining
     assets  available  for distribution in proportion to the respective amounts
     that  would otherwise be payable in respect of the shares held by them upon
     such  distribution if all amounts payable on or with respect to such shares
     were  paid  in  full.

          b.  Payments  to  Holders  of  Junior  Stock.  Upon  any  liquidation,
              ----------------------------------------
     dissolution  or  winding  up  of the Corporation, immediately after (1) the
     holders  of  Series  A Preferred Stock have been paid in full the Aggregate
     Series  A  Liquidation  Preference  Payment,  as  set forth in the Series A
     Preferred  Stock Certificate of Designations; and (2) the holders of Series
     B  Preferred  Stock have been paid in full the Series B Liquidation Amount,
     as  set  forth  in the Series B Preferred Stock Certificate of Designations
     and  the  holders of Series C Convertible Preferred Stock have been paid in
     full  the  Series  C Liquidation Amount pursuant to Section 4(a) above, the
                                                         -----------
     remaining net assets of the Corporation available for distribution shall be
     distributed  pro-rata  among  the  holders  of shares of Series B Preferred
     Stock,  Series  C  Convertible  Preferred  Stock,  and  Common  Stock on an
     as-converted-to-Common  Stock  basis.

                                     -3-
<PAGE>

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

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

                    A.    a  merger  or  consolidation  in  which

                         (I)  the Corporation  is  a  constituent  party,  or

                         (II) a subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger  or  consolidation,

          except  that  any  such  merger  or  consolidation  involving  the
          ------------
          Corporation  or  a  subsidiary in which the shares of capital stock of
          the  Corporation  outstanding  immediately  prior  to  such  merger or
          consolidation continue to represent, or are converted or exchanged for
          shares  of  capital  stock  that represent, immediately following such
          merger  or consolidation, at least a majority, by voting power, of the
          capital  stock of (1) the surviving or resulting corporation or (2) if
          the surviving or resulting corporation is a wholly-owned subsidiary of
          another  corporation  immediately  following  such  merger  or
          consolidation,  the  parent corporation of such surviving or resulting
          corporation  (provided  that, for the purpose of this Section 4(c)(i),
                                                                --------------
          all  shares  of  Common  Stock  issuable  upon  exercise  of  options
          outstanding immediately prior to such merger or consolidation, or upon
          conversion  of convertible securities outstanding immediately prior to
          such  merger  or  consolidation  shall  be  deemed  to  be outstanding
          immediately  prior to such merger or consolidation and, if applicable,
          converted  or  exchanged  in  such merger or consolidation on the same
          terms  as  the actual outstanding shares of Common Stock are converted
          or  exchanged);  or

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

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

               (iii)  In  the  event  of  a Deemed Liquidation Event pursuant to
          Section  4(c)(i)(A)(II)  or  (B)  above,  if  the Corporation does not
          -------------------------------
          effect  a  dissolution  of  the Corporation under the Florida Business
          Corporation  Act  within sixty (60) days after such Deemed Liquidation
          Event, then (A) the Corporation shall deliver a written notice to each
          holder  of Series C Convertible Preferred Stock no later than the 60th
          day  after the Deemed Liquidation Event advising such holders of their

                                     -4-
<PAGE>

          right  (and  the requirements to be met to secure such right) pursuant
          to  the terms of the following clause (B) to require the redemption of
                                         ---------
          such  shares  of  Series C Convertible Preferred Stock; and (B) if the
          holders  of  at  least  a  majority  of the then-outstanding shares of
          Series  C  Convertible  Preferred  Stock  so  request  in  a  written
          instrument  delivered  to  the Corporation not later than seventy-five
          (75)  days  after such Deemed Liquidation Event, the Corporation shall
          use  the  consideration  received  by  the Corporation for such Deemed
          Liquidation Event (net of any retained liabilities associated with the
          assets sold or technology licensed, as determined in good faith by the
          Board  of  Directors)(the  "NET  PROCEEDS")  to  redeem, to the extent
          legally  available  therefor,  on  the  90th  day  after  such  Deemed
          Liquidation Event (the "LIQUIDATION REDEMPTION DATE"), all outstanding
          shares  of  Series  C Convertible Preferred Stock at a price per share
          equal to the Series C Liquidation Amount. In the event of a redemption
          pursuant  to  the  preceding  sentence,  if  the  Net Proceeds are not
          sufficient  to  redeem  all outstanding shares of Series C Convertible
          Preferred  Stock,  or if the Proceeds are not sufficient to redeem all
          outstanding  shares of Series C Convertible Preferred Stock, or if the
          Corporation  does  not  have  sufficient  funds  lawfully available to
          effect  such  redemption,  the  Corporation  shall  redeem  a pro rata
          portion  of  each  holder's  shares  of Series C Convertible Preferred
          Stock  to  the  fullest  extent  of such Net Proceeds or such lawfully
          available  funds,  as  the  case may be, and, where such redemption is
          limited  by  the  amount  of lawfully available funds, the Corporation
          shall  redeem  the  remaining  shares to have been redeemed as soon as
          practicable  after  the  Corporation  has  funds  legally  available
          therefor. Prior to the distribution or redemption provided for in this
          Section  4(c)(iii),  the Corporation shall not expend or dissipate the
          -----------------
          consideration  received  for  such Deemed Liquidation Event, except to
          discharge  expenses  incurred  in  the  ordinary  course  of business.

               (iv)  Whenever  the  distribution  provided for in this Section 4
                                                                       ---------
          shall  be  payable  in  property  other  than  cash, the value of such
          distribution  shall  be the fair market value of such property, rights
          or securities as determined in good faith by the Board of Directors of
          the  Corporation.

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

          a.  Right  to  Convert.  Each  share of Series C Convertible Preferred
              ------------------
     Stock shall be convertible, at the option of the holder thereof and subject
     to  the  conversion cap set forth in Section 6 below, at any time after the
     "CONVERSION  DATE" (as defined in Section 9 below), and without the payment
                                       ---------
     of  additional  consideration by the holder thereof, into One Hundred (100)
     shares  of  Common  Stock.

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

                                     -5-
<PAGE>

     shall  be  determined  on  the  basis  of  the  total  number  of shares of
     Series  C  Convertible Preferred Stock the holder is at the time converting
     into  Common  Stock  and  the  aggregate  number  of shares of Common Stock
     issuable  upon  such  conversion.

          c.  Mechanics  of  Conversion.
              -------------------------

               (i)  For  a  holder  of  Series  C Convertible Preferred Stock to
          voluntarily  convert  shares  of  Series C Convertible Preferred Stock
          into  shares  of  Common  Stock,  that  holder  shall  surrender  the
          certificate  or  certificates  for such shares of Series C Convertible
          Preferred  Stock  (or,  if  the  registered  holder  alleges that such
          certificate  has  been  lost, stolen, or destroyed, a lost certificate
          affidavit  and  agreement  reasonably acceptable to the Corporation to
          indemnify  the  Corporation against any claim that may be made against
          the  Corporation on account of the alleged loss, theft, or destruction
          of  such  certificate),  at  the  office of the transfer agent for the
          Series  C  Convertible  Preferred Stock (or at the principal office of
          the  Corporation if the Corporation serves as its own transfer agent),
          together  with written notice that the holder elects to convert all or
          any  number  of the shares of the Series C Convertible Preferred Stock
          represented  by  such  certificate or certificates and, if applicable,
          any  event  on  which  such conversion is contingent. The notice shall
          state  the  holder's  name  or  the names of the nominees in which the
          holder  wishes  the  certificate  or certificates for shares of Common
          Stock  to  be  issued.  If  required  by the Corporation, certificates
          surrendered  for  conversion  shall  be  endorsed  or accompanied by a
          written instrument or instruments of transfer, in form satisfactory to
          the  Corporation,  duly executed by the registered holder or his, her,
          or  its  attorney duly authorized in writing. The close of business on
          the  date  of  receipt  by the transfer agent of such certificates (or
          lost  certificate  affidavit  and  agreement)  and  notice  (or by the
          Corporation if the Corporation serves as its own transfer agent) shall
          be  the  time of conversion (the "CONVERSION TIME"), and the shares of
          Common  Stock  issuable  upon  conversion of the shares represented by
          such  certificate  shall  be  deemed to be outstanding of record as of
          that  date.  The  Corporation  shall, as soon as practicable after the
          Conversion  Time,  issue  and  deliver at such office to the holder of
          Series  C  Convertible  Preferred  Stock,  or  to  his,  her,  or  its
          nominee(s),  a certificate or certificates for the number of shares of
          Common  Stock  to which the holder(s) shall be entitled, together with
          cash  in  lieu  of  any  fraction  of  a  share,  if  applicable.

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

               (iii)  The  Corporation  shall  pay  any  and all issue and other
          similar  taxes  that  may  be  payable  in  respect of any issuance or
          delivery of shares of Common Stock upon conversion of shares of Series
          C  Convertible  Preferred  Stock  pursuant  to  this  Section  5.  The
          Corporation shall not, however, be required to pay any tax that may be
          payable  in  respect  of  any  transfer  involved  in the issuance and
          delivery  of shares of Common Stock in a name other than that in which

                                     -6-
<PAGE>

          the  shares  of Series C Convertible Preferred Stock so converted were
          registered,  and no such issuance or delivery shall be made unless and
          until  the  person  or entity requesting such issuance has paid to the
          Corporation  the  amount  of  any  such tax or has established, to the
          satisfaction  of  the  Corporation,  that  such  tax  has  been  paid.

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

          e.  Adjustment  for  Merger  or  Reorganization,  etc.  Subject to the
              -------------------------------------------------
     provisions  of Section 4(c) above, if there shall occur any reorganization,
                    -----------
     recapitalization,  reclassification,  consolidation or merger involving the
     Corporation  in  which  the  Common Stock (but not the Series C Convertible
     Preferred  Stock)  is  converted into or exchanged for securities, cash, or
     other  property  (other  than a transaction covered by Section 5(d) above),
                                                            -----------
     then,  following  any  such  reorganization,  recapitalization,
     reclassification,  consolidation,  or  merger,  each  share  of  Series  C
     Convertible  Preferred Stock shall thereafter be convertible in lieu of the
     Common  Stock  into  which  it was convertible prior to such event into the
     kind  and amount of securities, cash or other property that a holder of the
     number  of  shares  of  Common  Stock  of  the  Corporation  issuable  upon
     conversion of one share of Series C Convertible Preferred Stock immediately
     prior  to  such  reorganization,  recapitalization,  reclassification,
     consolidation,  or  merger  would have been entitled to receive pursuant to
     such  transaction; and, in such case, appropriate adjustment (as determined
     in  good  faith by the Board of Directors) shall be made in the application
     of  the  provisions  in  this  Section  5  with  respect  to the rights and
                                    ----------
     interests  thereafter  of the holders of the Series C Convertible Preferred
     Stock,  to  the  end  that the provisions set forth in this Section 5 shall
                                                                 ---------
     thereafter  be  applicable,  as nearly as reasonably may be, in relation to
     any securities or other property thereafter deliverable upon the conversion
     of  the  Series  C  Convertible  Preferred  Stock.

          f.  Notice  of  Record  Date.  In  the  event:
              ------------------------

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

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

                                     -7-
<PAGE>

               (iii)  of  the voluntary or involuntary dissolution, liquidation,
          or  winding-up  of  the  Corporation,

          then,  and  in  each  such  case,  the  Corporation will send or cause
          to  be sent to the holders of the Series C Convertible Preferred Stock
          a  notice specifying, as the case may be, (i) the record date for such
          dividend, distribution, or right, and the amount and character of such
          dividend,  distribution, or right; or (ii) the effective date on which
          such  reorganization,  reclassification,  consolidation,  merger,
          transfer,  dissolution, liquidation, or winding-up is proposed to take
          place, and the time, if any is to be fixed, as of which the holders of
          record  of Common Stock (or such other stock or securities at the time
          issuable  upon  the  conversion  of the Series C Convertible Preferred
          Stock)  shall be entitled to exchange their shares of Common Stock (or
          such  other  stock  or  securities)  for  securities or other property
          deliverable upon such reorganization, reclassification, consolidation,
          merger,  transfer,  dissolution,  liquidation,  or winding-up, and the
          amount  per  share  and  character  of such exchange applicable to the
          Series C Convertible Preferred Stock and the Common Stock. Such notice
          shall  be  sent  at  least  ten  (10) days prior to the record date or
          effective  date  for  the  event  specified in such notice. Any notice
          required by the provisions hereof to be given to a holder of shares of
          Series  C  Convertible  Preferred  Stock  shall be deemed sent to such
          holder  if  deposited  in the United States mail, postage prepaid, and
          addressed  to such holder at his, her, or its address appearing on the
          books  of  the  Corporation.

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

     7.  Redemption. Except as set forth in Section 4(c)(iii), there shall be no
         ----------                         ----------------
redemption  of  shares  of  Series  C  Convertible  Preferred  Stock.

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

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

          a.  "CONVERSION  DATE" shall mean the date that the Company effects an
     increase  in  the  authorized  shares  of  Common Stock of the Corporation.

                                     -8-
<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation  on this 21st day of July, 2006.


                              DEER VALLEY CORPORATION


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



       [Signature Page to Series C Preferred Certificate of Designations]




                                     -9-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.04
<SEQUENCE>7
<FILENAME>ex4-04.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, RIGHTS, AND PREFERENCES OF SERIES D CONVERTIBLE PREFERRED STOCK
<TEXT>
EXHIBIT 4.04


                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                             DEER VALLEY CORPORATION

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

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

           SERIES D CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     300,000  shares  of  the  authorized  and  unissued  Preferred Stock of the
Corporation  are  hereby  designated "SERIES D CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

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

     2.  Voting.
         ------

          a. Number of Votes. On any matter presented to the stockholders of the
             ---------------
     Corporation  for  their  action  or  consideration  at  any  meeting  of
     stockholders  of  the Corporation (or by written consent of stockholders in
     lieu of meeting), each holder of outstanding shares of Series D Convertible
     Preferred  Stock shall be entitled to cast the number of votes equal to the
     number  of  whole  shares of Common Stock into which the shares of Series D
     Convertible  Preferred  Stock held by such holder are convertible as of the
     record  date  for determining stockholders entitled to vote on such matter.
     Except  as  provided  by  law  or  by the provisions of Section 2(b) below,
                                                             -----------
     holders  of  Series  D Convertible Preferred Stock shall vote together with
     the  holders  of  Common Stock, and with the holders of any other series of
     Preferred  Stock the terms of which so provide, together as a single class.

          b.  Limitations on Corporate Action. At any time when shares of Series
              -------------------------------
     D  Convertible  Preferred  Stock  are outstanding, except where the vote or
     written  consent  of  the  holders  of  a  greater  number of shares of the
     Corporation  is  required by law or by this Certificate of Designation, and

                                     -1-
<PAGE>

     in  addition  to  any  other  vote  required  by law or this Certificate of
     Designation, without the written consent or affirmative vote of the holders
     of  a  majority  of  the  then-outstanding  shares  of Series D Convertible
     Preferred  Stock  given  in  writing or by vote at a meeting, consenting or
     voting  (as the case may be) as a separate class from the Common Stock, the
     Corporation  shall  not,  either  directly  or  by  amendment,  merger,
     consolidation  or  otherwise:

               (i)  increase  the  authorized  number  of  shares  of  Series  D
          Convertible  Preferred  Stock;

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

               (iii)  make  or  authorize,  or  permit the authorization of, any
          material  change  in  the  nature  or  scope  of  the  business of the
          Corporation;  or

               (iv)  cause  or  authorize,  or permit any of its subsidiaries to
          authorize  or  take any of the foregoing actions. For purposes of this
          Section 2(b)(iv), "SUBSIDIARY" means any entity of which securities or
          ---------------
          ownership  interests  having  voting  power to elect a majority of the
          board  of  directors  or other persons performing similar functions or
          otherwise  granting  the  holder  Control  are  directly or indirectly
          beneficially  owned  by  the  Corporation.  For  purposes  of  this
          Certificate  of  Designation, "CONTROL" means the possession, directly
          or indirectly, of power to direct or cause the direction of management
          or  policies  (whether  through  ownership  of  voting  securities, by
          agreement  or  otherwise).

     3.  Dividends.
         ---------

          a.  Amount.  From  and after the date of the issuance of any shares of
              ------
     Series  D  Convertible Preferred Stock, each holder of Series D Convertible
     Preferred Stock shall receive, in the case of a dividend on Common Stock or
     any  class  or  series that is convertible into Common Stock, that dividend
     per  share  of  Series  D  Convertible  Preferred  Stock as would equal the
     product  of  (1) the dividend payable on each share of such class or series
     determined,  if  applicable,  as if all such shares of such class or series
     had been converted into Common Stock and all Series D Convertible Preferred
     Stock had been converted into Common Stock, and (2) the number of shares of
     Common  Stock  issuable  upon conversion of a share of Series D Convertible
     Preferred Stock, calculated on the record date for determination of holders
     entitled  to  receive  such  dividend.

          b.  Cumulative  Dividends  on  Series  D  Convertible Preferred Stock.
              ------------------------------------------------------------------
     Dividends  declared  or  paid  for shares of Series D Convertible Preferred
     Stock  shall  not  be  cumulative.

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

          a. Payments to Holders of Series D Convertible Preferred Stock. In the
             -----------------------------------------------------------
     event  of any voluntary or involuntary liquidation, dissolution, or winding

                                     -2-
<PAGE>

     up  of  the  Corporation,  the  holders  of  shares of Series D Convertible
     Preferred  Stock  then  outstanding shall be entitled to be paid out of the
     assets  available  for distribution to its stockholders after the Aggregate
     Series  A  Liquidation Preference Payment (as defined in the Certificate of
     Designations,  Preferences,  and  Rights  of Series A Convertible Preferred
     Stock  of  the  Corporation  (the  "SERIES  A  PREFERRED  CERTIFICATE  OF
     DESIGNATIONS")) shall be made to the holders of shares of the Corporation's
     Series  A  Convertible Preferred Stock (the "SERIES A PREFERRED STOCK") and
     before  any  payment  shall  be  made to the holders of Common Stock or any
     other  class or series of stock ranking on liquidation junior to the Series
     D  Convertible  Preferred  Stock  (such  Common Stock and other stock being
     collectively  referred  to  as "JUNIOR STOCK") by reason of their ownership
     thereof,  an  amount  equal  to  Thirty  Thousand  and  No/100  Dollars
     ($30,000)(the  amount  payable  pursuant  to  this  sentence is hereinafter
     referred  to  as  the  "SERIES  D  LIQUIDATION  AMOUNT"). If, upon any such
     liquidation,  dissolution,  or winding up of the Corporation (and after the
     entire  Aggregate  Series A Liquidation Preference Payment has been paid to
     the  holders  of  shares  of Series A Preferred Stock) the remaining assets
     available for distribution to its stockholders shall be insufficient to pay
     the holders of shares of Series D Convertible Preferred Stock and any class
     or  series  of  stock  ranking on liquidation on a parity with the Series D
     Convertible  Preferred  Stock,  the  full preferential amount to which they
     shall  be entitled, the holders of shares of Series D Convertible Preferred
     Stock  and  any class or series of stock ranking on liquidation on a parity
     with  the  Series  D Convertible Preferred Stock shall share ratably in any
     distribution  of  the  remaining  assets  available  for  distribution  in
     proportion  to  the  respective  amounts that would otherwise be payable in
     respect  of  the  shares held by them upon such distribution if all amounts
     payable  on  or with respect to such shares were paid in full. The Series D
     Convertible  Preferred Stock ranks pari passu with the Series B Convertible
     Preferred  Stock  and  Series  C  Convertible  Preferred  Stock.

          b.  Payments  to  Holders  of  Junior  Stock.  Upon  any  liquidation,
              ----------------------------------------
     dissolution  or  winding  up  of the Corporation, immediately after (1) the
     holders  of  Series  A Preferred Stock have been paid in full the Aggregate
     Series  A  Liquidation  Preference  Payment,  as  set forth in the Series A
     Preferred  Stock Certificate of Designations; and (2) the holders of Series
     B  Convertible  Preferred  Stock,  Series C Convertible Preferred Stock and
     Series D Convertible Preferred Stock have then been paid in full the Series
     B  Liquidation  Amount, Series C Liquidation Amount or Series D Liquidation
     Amount,  as  applicable  and  as set forth in the respective certificate of
     designations,  the  remaining  net  assets of the Corporation available for
     distribution  shall  be distributed pro-rata among the holders of shares of
     Series B Convertible Preferred Stock, Series C Convertible Preferred Stock,
     Series  D  Convertible  Preferred  Stock  and  Common  Stock  on  an
     as-converted-to-Common  Stock  basis.

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

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

                    A.  a  merger  or  consolidation  in  which

                         (I)  the Corporation  is  a  constituent  party,  or

                                     -3-
<PAGE>

                         (II) a subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger  or  consolidation,

          except  that  any  such  merger  or  consolidation  involving  the
          Corporation  or  a  subsidiary in which the shares of capital stock of
          the  Corporation  outstanding  immediately  prior  to  such  merger or
          consolidation continue to represent, or are converted or exchanged for
          shares  of  capital  stock  that represent, immediately following such
          merger  or consolidation, at least a majority, by voting power, of the
          capital  stock of (1) the surviving or resulting corporation or (2) if
          the surviving or resulting corporation is a wholly-owned subsidiary of
          another  corporation  immediately  following  such  merger  or
          consolidation,  the  parent corporation of such surviving or resulting
          corporation  (provided  that, for the purpose of this Section 4(c)(i),
                                                                --------------
          all  shares  of  Common  Stock  issuable  upon  exercise  of  options
          outstanding immediately prior to such merger or consolidation, or upon
          conversion  of convertible securities outstanding immediately prior to
          such  merger  or  consolidation  shall  be  deemed  to  be outstanding
          immediately  prior to such merger or consolidation and, if applicable,
          converted  or  exchanged  in  such merger or consolidation on the same
          terms  as  the actual outstanding shares of Common Stock are converted
          or  exchanged);  or

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

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

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

               (iv)  Whenever  the  distribution  provided for in this Section 4
                                                                       ---------
          shall  be  payable  in  property  other  than  cash, the value of such
          distribution  shall  be the fair market value of such property, rights
          or securities as determined in good faith by the Board of Directors of
          the  Corporation.

     5.  Mandatory  Conversion.
         ---------------------

          a. Contemporaneously with the completion of the increase in authorized
     shares of Common Stock of the Corporation (the "MANDATORY CONVERSION DATE")
     in  connection  with  that  certain  Securities Purchase and Share Exchange
     Agreement,  of  even  date  herewith, by and among Deer Valley Corporation,
     certain  shareholders  of  Deer  Valley  a  party  thereto,  DeerValley
     Acquistions, Corp. ("DVA"), DVA shareholders a party thereto, Vicis Capital
     Master Fund, and certain purchasers of Series A Convertible Preferred Stock
     a  party  thereto,  (i) each 1.5 outstanding shares of Series D Convertible
     Preferred  Stock  shall  automatically be converted into ten (10) shares of
     Common  Stock,  and (ii) the shares of Series D Convertible Preferred Stock
     may  not  be  reissued  by  the Corporation as shares of such series or any
     other  series  of  Preferred  Stock.

          b.  All  holders of record of shares of Series D Convertible Preferred
     Stock  shall  be  given written notice of the Mandatory Conversion Date and
     the  place designated for mandatory conversion of all such shares of Series
     D  Convertible Preferred Stock pursuant to this Section 5. Such notice need
                                                     ---------
     not be given in advance of the occurrence of the Mandatory Conversion Date.
     Such  notice  shall  be  sent  by  first  class or registered mail, postage
     prepaid,  or  given  by  electronic  communication  in  compliance with the
     provisions  of  Florida  corporate  law,  to each record holder of Series D
     Convertible  Preferred  Stock.  Upon receipt of such notice, each holder of
     shares  of Series D Convertible Preferred Stock shall surrender his, her or
     its  certificate(s)  for  all  such  shares to the Corporation at the place
     designated  in  such  notice, and shall thereunder receive certificates for
     the  number  of  shares  of  Common  Stock to which such holder is entitled
     pursuant to Section 5(a). On the Mandatory Conversion Date, all outstanding
                 -----------
     shares of Series D Convertible Preferred Stock shall be deemed to have been
     converted  into  shares  of  Common  Stock,  which  shall  be  deemed to be
     outstanding  of  record,  and  all  rights  with  respect  to  the Series D
     Convertible  Preferred Stock so converted, including the rights, if any, to
     receive  notices and to vote (other than as a holder of Common Stock), will
     terminate, except the right of the holders thereof, upon surrender of their
     certificate(s)  therefor,  to receive certificates for the number of shares
     of  Common  Stock  into which such Series D Convertible Preferred Stock has
     been  converted,  and payment of any declared but unpaid dividends thereon.
     If  so required by the Corporation, certificates surrendered for conversion
     shall  be  endorsed or accompanied by written instrument(s) of transfer, in
     form  satisfactory  to  the  Corporation,  duly  executed by the registered
     holder  or  by his, her or its attorney duly authorized in writing. As soon
     as practicable after the Mandatory Conversion Date and the surrender of the
     certificate(s)  for  Series  D Convertible Preferred Stock, the Corporation
     shall  cause  to be issued and delivered to such holder, on his, her or its
     written  order, a certificate or certificates for the number of full shares
     of  Common  Stock  issuable  on  such  Conversion  in  accordance  with the
     provisions  hereof.

          c.  All  certificates  evidencing  shares  of  Series  D  Convertible
     Preferred  Stock  that  are  required  to  be surrendered for conversion in
     accordance  with  the provisions hereof shall, from and after the Mandatory
     Conversion  Date,  be  deemed  to  have  been retired and cancelled and the
     shares  of  Series  D  Convertible  Preferred  Stock  represented  thereby
     converted  into  Common Stock for all purposes, notwithstanding the failure
     of  the  holder(s)  thereof to surrender such certificate(s) on or prior to
     such  date.  Such converted Series D Convertible Preferred Stock may not be
     reissued  as  shares of such Series or any other series of Preferred Stock,
     and  the  Corporation  may thereafter take such appropriate action (without
     the  need  for  stockholder  action)  as  may  be  necessary  to reduce the
     authorized  number  of  shares  of  Series  D  Convertible  Preferred Stock
     accordingly.

     6.  Optional  Conversion. The holders of the Series D Convertible Preferred
         --------------------
Stock  shall  have  no  optional  conversion  rights.

     7.  Redemption.  There  shall  be  no  redemption  of  shares  of  Series D
         ----------
Convertible  Preferred  Stock.

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



                            [Signature Page Follows]

                                     -4-
<PAGE>

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation  on this 21st day of July, 2006.


                              DEER VALLEY CORPORATION

                              /s/ Charles G. Masters
                              ----------------------------------------------
                              By:  Charles G. Masters
                              Its: President and Chief Executive Officer



      [Signature Page to Series D Convertible Preferred Stock Certificate of
                                  Designations]


                                     -5-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>8
<FILENAME>ex10-01.txt
<DESCRIPTION>AGREMENT AND PLAN OF MERGER BETWEEN CYTATION CORP., A DELAWARE CORPORATION, AND DEER VALLEY CORPORATION, A FLORIDA CORPORATION
<TEXT>
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,
              -----------
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
              --------------
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
              -----------
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
              --------------
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-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-17.01
<SEQUENCE>9
<FILENAME>ex17-01.txt
<DESCRIPTION>RESIGNATION LETTER OF DIRECTOR CHRISTOPHER PORTNER
<TEXT>
EXHIBIT 17.01



TO:  Board  of  Directors,  Cytation  Corporation


Gentlemen,

I  hereby  resign  from  the  board  of  directors  of Cytation Corporation (the
"Company").  My resignation is effective July 24, 2006, 9:00 a.m., Eastern Time.
This  resignation  is  not  the  result of any disagreement with or dispute over
issues  involving  management  of  the  Company.

Effective as of July 24, 2006


                                             /s/ Christopher Portner
                                             ----------------------------
                                             Christopher Portner

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>10
<FILENAME>ex99-01.txt
<DESCRIPTION>PRESS RELEASE, DATED JULY 25, 2006
<TEXT>
EXHIBIT 99.01

CYTATION CORPORATION CHANGES NAME TO DEER VALLEY CORPORATION AND STRENGTHENS
BOARD WITH THE ELECTION OF THREE EXTERNAL DIRECTORS

July  25,  2006

Cytation  Corporation,  ("Cytation"  or  the "Company") (OTCBB: CYON), announced
today  that  it has changed its name to Deer Valley Corporation ("Deer Valley").
At  a  special  meeting  of shareholders yesterday the Company elected three new
outside  directors,  amending  the  Company's  Certificate  of  Incorporation
increasing the Company's authorized common and preferred stock, changed the name
of  the  Company to Deer Valley Corporation, changed the domicile of the Company
to  Florida  and  is  in  the  process  of changing the Company's ticker symbol.

ABOUT  DEER  VALLEY  HOMEBUILDERS,  INC.

Deer  Valley  Homebuilders,  Inc.  ("DVHB") is a wholly owned subsidiary of Deer
Valley  and  is  a  manufactured  home  builder  headquartered  in Guin, Alabama
dedicated  to  offering  the  highest quality of homes that are delivered with a
sense of warmth, friendliness, and personal pride. The management of the Company
has  over  125  years  of  combined industry experience from various backgrounds
including  general management, production, sales, customer service, and finance.
Additional  information  can  be  found  at  http://www.deervalleyhb.com.

The corporate offices of Deer Valley are located at 4902 Eisenhower Blvd., Suite
185,  Tampa,  FL  33634.  Questions  may  be  addressed  to  Charles G. Masters,
President,  at  (813)  885-5998.

Forward-Looking-Statement:  Except  for  factual  statements  made  herein,  the
information  contained  in  this  press  release  consists  of  forward-looking
statements  that  involve  risks  and  uncertainties,  including  the  effect of
changing economic conditions, competition within the manufactured home industry,
customer  acceptance  of  products  and  other  risks  and  uncertainties.  Such
forward-looking  statements are not guarantees of performance, and Deer Valley's
and  DVHB's  results  could  differ  materially  from  those  contained  in such
statements.  You can generally identify forward-looking statements through words
and  phrases  such  as  "forecast", "seek", "anticipate", "believe", "estimate",
"expect",  "intend", "plan", "budget", "project", "may be", "may continue", "may
likely  result",  and similar expressions. Such forward-looking statements speak
only  as  of  the  date  of  this release, and Deer Valley and DVHB undertake no
obligation  to  publicly  update  any  forward-looking statements to reflect new
information,  events  or  circumstances  after  the  date  of  this  release.

Contact Information:
Deer Valley Corporation, Tampa, Florida
Charles G. Masters (813) 885-5998

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.02
<SEQUENCE>11
<FILENAME>ex99-02.txt
<DESCRIPTION>PRESS RELEASE, DATED JULY 28, 2006
<TEXT>
EXHIBIT 99.02

DEER VALLEY CORPORATION ANNOUNCES NEW TICKER SYMBOL -DVLY - AND INTRODUCES NEW
BOARD MEMBERS

July  28,  2006

Deer Valley Corporation, ("Deer Valley" or the "Company") (OTCBB: DVLY, formerly
Cytation  Corporation  OTCBB:  CYON),  announced today that the Company's ticker
symbol  has  changed  effective with the opening of the market, Friday, July 28,
2006. The new ticker symbol is "DVLY". The Company will continue to trade on the
over  the  counter  bulletin  board  (the  "OTCBB").

At  the  special  meeting  of  shareholders  announced  earlier  this  week, the
shareholders  of  the  Company  changed  the  name  of  the Company, changed the
Company's  domicile from Delaware to Florida, increased the number of common and
preferred  shares  authorized,  and announced that it had strengthened its Board
of Directors with the addition of three new external directors: Hans Beyer, John
Giordano  and  Dale  Phillips.  The  following  information  regarding these new
directors  is  provided  as  the  Company welcomes their expertise to the Board.

     HANS  BEYER-  Since  February of 2005, Mr. Beyer has served  as  a  partner
for Saxon Gilmore Carraway Gibbons Lash & Wilcox, P.A. At Saxon Gilmore Carraway
Gibbons  Lash  &  Wilcox,  P.A., he oversees and manages complex  legal matters.
Since  September  2005,  Mr.  Beyer has served as the Senior Vice  President  of
Mirabilis  Ventures,  Inc.  At  Mirabilis  Ventures,  Inc., he oversees  private
equity  investments.  Mirabilis  Ventures, Inc. is a diversified, privately-held
holding  company  with  interests  in  a  variety  of  companies  in  industries
including  construction,  business  consulting,  and  software development. From
2003  to  February  2005,  Mr.  Beyer was a partner at Buchanan  Ingersoll, P.C.
Prior  to  2002,  Mr.  Beyer was the founder and President of  the  Law  Firm of
Hans  Christian  Beyer,  P.A.  Mr.  Beyer  holds  a B.A. from the University  of
Michigan  and  a  J.D.  from  the  University  of  Michigan  Law  School.

     JOHN  GIORDANO- For the past five years Mr. Giordano has served as Chair of
the  Business,  Tax  and  Corporate Finance Practice Group at Bush Ross, P.A., a
Tampa,  Florida  law firm.  He is regularly involved in complex business-related
transactions,  has  extensive  experience  in a broad range of areas,  including
federal and state securities law, corporate finance, mergers, acquisitions,  and
tax  law,  and  has  acted  as  general  corporate  counsel  for  numerous
Florida-based  public  and  private  corporations.  Mr.  Giordano  attended  the
University  of  Florida,  where  he  received  a  B.S., a J.D., and an L.L.M. in
taxation.

     DALE  PHILLIPS-  For  the  past five years, Mr. Phillips has  served  as  a
director  and  Vice  President  of  Finance  for  RE  Purcell  Construction Co.,
Inc.,  a paving and utility contractor. He is also a director and Vice President
for  Dalmari,  Inc.  Mr.  Phillips  holds  an A.S. (1968) in Business Management
from  Champlain  College  and  a  B.A. (1971) in Accounting from Castleton State
College.

<PAGE>

Deer  Valley  CEO  Charles  G. Masters notes that "We are fortunate to have such
qualified  individuals  to  serve  on  our  Board  of  Directors.  We expect the
combined  experience  and  individual  success  of  these  men to translate into
immediate  benefits  to  the  Company  and  its  shareholders"

ABOUT  DEER  VALLEY

Deer Valley, through its wholly owned subsidiary, Deer Valley Homebuilders, Inc.
is  a  growth  oriented  manufactured  home  builder with operations in Guin and
Sulligent, Alabama.  The Company is dedicated to offering the highest quality of
homes  that  are  delivered  with  a sense of warmth, friendliness, and personal
pride.  The  management  of  the Company has over 125 years of combined industry
experience  from  various  backgrounds including general management, production,
sales,  customer  service,  and finance.  Additional information can be found at
http://www.deervalleyhb.com.

The corporate offices of Deer Valley are located at 4902 Eisenhower Blvd., Suite
185,  Tampa,  FL  33634.  Questions  may  be  addressed  to  Charles G. Masters,
President,  at  (813)  885-5998.

Forward-Looking-Statement:  Except  for  factual  statements  made  herein,  the
information  contained  in  this  press  release  consists  of  forward-looking
statements  that  involve  risks  and  uncertainties,  including  the  effect of
changing economic conditions, competition within the manufactured home industry,
customer  acceptance  of  products  and  other  risks  and  uncertainties.  Such
forward-looking  statements are not guarantees of performance, and Deer Valley's
results could differ materially from those contained in such statements. You can
generally  identify forward-looking statements through words and phrases such as
"forecast",  "seek",  "anticipate",  "believe",  "estimate", "expect", "intend",
"plan",  "budget", "project", "may be", "may continue", "may likely result", and
similar  expressions.  Such forward-looking statements speak only as of the date
of  this release, and Deer Valley undertake no obligation to publicly update any
forward-looking  statements  to reflect new information, events or circumstances
after  the  date  of  this  release.

Contact Information:
Deer Valley Corporation, Tampa, Florida
Charles G. Masters (813) 885-5998

<PAGE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
