EXHIBIT 10.7

                               FIRST AMENDMENT TO
                            PLACEMENT AGENT AGREEMENT


     This  FIRST  AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as
of  November  8,  2005  (the  "AMENDMENT"),  is  made  by  and  among DEERVALLEY
ACQUISITIONS  CORP., a Florida corporation ("DVA"), MIDTOWN PARTNERS & CO., LLC,
a  Florida  limited  liability  company  (the  "PLACEMENT  AGENT"), and CYTATION
CORPORATION,  a  Delaware  corporation  ("CYTATION").


                             BACKGROUND INFORMATION


     DVA  and  Placement  Agent  entered  into  a  Placement  Agent Agreement on
November  8, 2005 (the "PLACEMENT AGENT AGREEMENT").  The parties have agreed to
modify  the  provisions of the Placement Agent Agreement to the extent set forth
herein.  All  capitalized  terms  not  otherwise  defined  herein shall have the
meanings  ascribed  to  them  in  the  Placement  Agent  Agreement.

                              OPERATIVE PROVISIONS

     1.     Amendment  to  the  Preamble.  The  Preamble  of the Placement Agent
            ----------------------------
Agreement  is  amended to include Cytation Corporation, and the amended Preamble
shall  read  as  follows:

     "This  agreement  (the  "Agreement"),  made  as  of  this  8th  day  of
     November,  2005,  by  and  among  DEERVALLEY  ACQUISITIONS CORP., a Florida
     corporation  maintaining an address at 3400 82nd Way North, St. Petersburg,
     Florida  33710 and CYTATION CORPORATION, a Delaware corporation maintaining
     an  address  at  4902  Eisenhower  Blvd.,  Suite  185, Tampa, Florida 33634
     (together,  the  "Company");  and  MIDTOWN  PARTNERS  & CO., LLC, a Florida
     limited  liability  company maintaining an address at 7491 Estrella Circle,
     Boca  Raton,  Florida 33433 (the "Placement Agent" or "Midtown" or "Midtown
     Partners"),  confirms  the  understanding and agreement between the Company
     and the Placement Agent as follows:"

     2.     Amendment  to  Section  I,  Sentence  One.  Section  I is amended by
            -----------------------------------------
deleting  the  present form of Sentence One in its entirety and by substituting,
in  lieu  thereof,  the  following:

     "The  Company  hereby  engages  the  Placement  Agent  as  the  Company's
     exclusive  placement  agent in connection with a proposed private placement
     in  the  United States (the "Offering") of up to Seven Million Five Hundred
     Thousand and No/100 Dollars (US$7,500,000) of the Company's securities (the
     "Financing")."

     3.     Amendment to Section VIII(a)(2), Sentence Eight.  Section VIII(a)(2)
            -----------------------------------------------
is amended by deleting the present form of Sentence Eight in its entirety and by
substituting,  in  lieu  thereof,  the  following:

     "The Warrants shall also include piggyback registration rights."

     4.     Ratification of Placement Agent Agreement.  The terms and conditions
            -----------------------------------------
of  the  Placement Agent Agreement that have not been modified by this Amendment
shall  remain  in  full  force  and  effect.

<PAGE>

     IN  WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as  of  this      day  of  January,  2006.
            ------

                                   DEERVALLEY  ACUISITIONS  CORP.


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

                                   CYTATION  CORPORATION


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

                                   MIDTOWN  PARTNERS  &  CO.,  LLC


                                   /s/ Bruce Jordan
                                   ---------------------------------------------
                                   Bruce  Jordan,  President

        [Signature Page to First Amendment to Placement Agent Agreement]

<PAGE>

Midtown Partners
Member NASD & SIPC

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

                            PLACEMENT AGENT AGREEMENT

This  agreement (the "Agreement"), made as of this 8th day of November, 2005, by
and  between  DEERVALLEY  ACQUISITIONS  CORP.,  a  Florida  corporation,  (the
"Company"),  with  its  principal  place of business at 3400 82nd Way North, St.
Petersburg,  FL  33710  and MIDTOWN PARTNERS & CO., LLC, (the "Placement Agent",
"Midtown"  or "Midtown Partners"), a Florida limited liability company, with its
principal  place of business at 7491 Estrella Circle, Boca Raton, Florida 33433,
confirms  the  understanding and agreement between the Company and the Placement
Agent  as  follows:

                                    SECTION I

The  Company  hereby  engages  the  Placement  Agent  as the Company's exclusive
placement  agent  in  connection with a proposed private placement in the United
States  (the  "Offering")  of  up to seven million dollars (US$7,000,000) of the
Company's  securities  (the  "Financing").  The  Offering will be made to solely
"accredited  investors" (the "Accredited Investors"), as such term is defined in
Rule 501(a) of Regulation D ("Regulation D") promulgated under the United States
Securities  Act  of  1933,  as  amended  (the  "Securities Act"), pursuant to an
exemption  from  registration under applicable federal and state securities laws
available  under  Rule  506  of Regulation D and in accordance with the terms of
this  Agreement.  The  terms and conditions of the Financing shall be similar to
those  terms  and  provisions as attached in Exhibit A hereto subject to a final
term  Sheet  to  be set forth at a later date to be approved by the Company. The
                    -------------------------------------------------------
Placement Agent hereby accepts such engagement upon the terms and conditions set
forth in this Agreement. This Agreement shall not give rise to any commitment or
obligation by the Placement Agent to purchase any of the Financing or, except as
set  forth  herein,  to  find  purchasers  for  the  Financing.

The  Placement  Agent  shall  provide  the  following services (the "Services"):

(a)     Advise  the  Company  with  regard  to  the size of the Offering and the
structure and terms of the Financing in light of the current market environment;

(b)     Assist  the  Company in identifying and evaluating prospective qualified
Accredited  Investors;

(c)     Approach  such  investors  on  a  "best  efforts  basis"  regarding  an
investment  in  the  Company;  and

(d)     Work  with the Company to develop a negotiating strategy and assist with
the  negotiations  with  such  potential  investors.

In  connection  with  the  Placement  Agent  providing the Services, the Company
agrees  to  keep  the  Placement  Agent  up to date and apprised of all material
business,  market  and  legal  developments  related  to  the  Company  and  its

<PAGE>

operations  and  management.  The  Placement  Agent  shall  devote such time and
effort, as it deems commercially reasonable under the circumstances in rendering
the  Services.  The  Placement  Agent  shall not provide any work that is in the
ordinary  purview  of  a certified public accountant. The Placement Agent cannot
guarantee results on behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.

                                   SECTION II

The Placement Agent, its affiliates and any person acting on its or their behalf
hereby  represent, warrant and agree as follows (the "Placement Agent Parties"):

(a)     The Financing offered and sold by the Placement Agent have been and will
be offered and sold in compliance with all federal and state securities laws and
regulations  governing  the registration and conduct of broker-dealers, and each
Placement  Agent  Party  making an offer or sale of Financing was or will be, at
the  time  of  any such offer or sale, registered as a broker-dealer pursuant to
Section  15(b)  of the United States Securities Exchange Act of 1934, as amended
(the  "Exchange Act"), and under the laws of each applicable state of the United
States  (unless  exempted from the respective state's broker-dealer registration
requirements),  and in good standing with the National Association of Securities
Dealers,  Inc.

(b)     The Financing offered and sold by the Placement Agent have been and will
be  offered and sold only to Accredited Investors in accordance with Rule 506 of
Regulation  D  and  applicable  state  securities  laws;  provided, however, the
Company shall make all necessary filings under Rule 503 of Regulation D and such
similar  notice  filings  under applicable state securities laws.  The Placement
Agent Parties represent and warrant that they have reasonable grounds to believe
and  do  believe  that  each  person to whom a sale, offer or solicitation of an
offer  to  purchase  Financing  was  or  will  be  made was and is an Accredited
Investor.  Prior  to  the  sale of Financing to any such investor, the Placement
Agent  Parties  will  obtain  an executed subscription agreement and an executed
investors'  rights  agreement  in  the  form  agreed upon by the Company and the
Placement  Agent  (the  "Subscription  Documents").

(c)     In  connection with the offers and sales of the Financing, the Placement
Agent  Parties  have  not  and  will  not

     (1)  Offer  or sell, or solicit any offer to buy, any Financing by any form
of  "general  solicitation"  or "general advertising", as such terms are used in
Regulation D, or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act;

     (2)  Use  any  written  material  other  than  the term sheet, that will be
approved  by  the  Company  at  a later date, and the Placement Agent, a copy of
which is attached hereto as Exhibit A, and the Subscription Documents, and shall
                            ---------
only  rely upon and communicate information that is publicly available regarding
the  Company to any potential investors (without limiting the foregoing, none of
the Placement Agent Parties is authorized to make any representation or warranty
to any offeree concerning the Company or an investment in the Financing); or

     (3) Take any action that would constitute a violation of Regulation M under
the Exchange Act.

(d)     The  Placement  Agent shall cause each affiliate or each party acting on
its  or their behalf with whom they enter into contractual arrangements relating
to the offer and sale of any Financing to agree, for the benefit of the Company,
to  the  same  provisions  contained  in  this  Agreement.

<PAGE>

                                   SECTION III

During  the  Term  (as defined below), the Placement Agent is hereby retained by
the  Company  to  make  limited introductions on a best efforts basis to provide
financing for the Company in an amount and form to be mutually determined by the
Company  and  the  Placement  Agent.

                                   SECTION IV

The  Company  hereby  represents,  warrants  and  agrees  as  follows:

(a)     This  Agreement  has  been  authorized,  executed  and  delivered by the
Company  and, when executed by the Placement Agent will constitute the valid and
binding  agreement  of the Company enforceable against the Company in accordance
with  its  terms,  except  as  enforcement thereof may be limited by bankruptcy,
insolvency  or  reorganization,  moratorium or other similar laws relating to or
affecting  creditors'  rights  generally  or  by  general  equitable principles.

(b)     The  offer and sale of the Financing, the Shares, and the Warrants shall
be  exempt  from  registration under the Securities Act, and will comply, in all
material  respects with the requirements of Rule 506 of Regulation D promulgated
under  the Securities Act and any applicable state securities laws. No documents
prepared  by  the  Company  in connection with the Offering, or any amendment or
supplement  thereto,  contain any untrue statement of a material fact or omit to
state  any  material fact required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.

(c)     The  financial  statements,  audited  and unaudited (including the notes
thereto),  included  in  the  Company's  latest  annual  information  form  and
subsequent  quarterly  reports  (the "Financial Statements"), present fairly the
financial  position  of the Company as of the dates indicated and the results of
operations  and  cash  flows  of  the  Company  for  the periods specified. Such
Financial  Statements  have  been prepared in conformity with generally accepted
accounting  principles  applied  on  a  consistent  basis throughout the periods
involved  except  as  otherwise  stated  therein.

(d)     No  federal,  state  or foreign governmental agency has issued any order
preventing  or  suspending  the  Offering.

(e)     The Company is a Florida corporation organized, existing and with active
status  under the laws of Florida, with corporate power and authority under such
laws  to  own,  lease and operate its properties and conduct its business as now
conducted.  The Company has all power, authority, authorization and approvals as
may  be  required  to  enter  into  this  Agreement and each of the Subscription
Documents,  and  to  carry out the provisions and conditions hereof and thereof,
and  to  issue  and  sell  the  Financing,  the  Shares,  and  Warrants.

(f)     The Financing, the Shares, the Warrants, and common shares issuable upon
exercise  of  the  Warrants (the "Warrant Shares"), have all been authorized for
issuance  and  sale  pursuant to the Subscription Documents, and when issued and
delivered  by the Company against payment therefore in accordance with the terms
of  the  Subscription  Documents,  will  be  validly  issued  and fully paid and
non-assessable.

<PAGE>

(g)     With  the  exception  of  any  approvals  required by the Securities and
Exchange   Commission   related   to  the   Offering,  no  further  approval  or
authorization of any shareholder of the Company, its Board of Directors or other
person  or  group  is  required  for the issuance and sale of the Financing, the
Shares,  the  Warrants  or  the  Warrant  Shares.

(h)     Since  the  latest unaudited financial statements there has not been any
(A)  material  adverse  change  in  the  business,  properties,  assets, rights,
operations,  condition (financial or otherwise) or prospects of the Company, (B)
transaction that is material to the Company, except transactions in the ordinary
course  of  business,  (C) obligation that is material to the Company, direct or
contingent, incurred by the Company, except obligations incurred in the ordinary
course  of business, (D) change that is material to the Company or in the common
shares  or  outstanding  indebtedness  of  the   Company,  or  (E)  dividend  or
distribution  of  any  kind  declared,  paid,  or  made in respect of the common
shares.
                                    SECTION V

The  parties  agree  that  the  close  of  the Offering (the "Closing") shall be
subject to the satisfaction of the following conditions, unless expressly waived
in  writing  by  the  parties:

(a)     The  Offering  shall  not  be  subject  to  any  regulatory  or judicial
proceeding  questioning  or  reviewing  its  effectiveness  for  the  purpose of
offering  the  Financing  for  sale  and  issuance.

(b)     The  Company  shall  deliver  a certificate of an officer of the Company
dated  as  of  the  Closing that affirms the accuracy of the representations and
warranties  contained  in  Section  IV  hereof.

(c)      The  Agent  shall  have  received an opinion of counsel to the Company,
dated  as of the Closing, that the Financing offered and sold in compliance with
this  Agreement  are  not  required  to  be registered under the Securities Act.

(d)     The  Company  shall  have paid, or made arrangements satisfactory to the
Agent  for  the payment of, all such expenses as required by Section VIII below.

(e)     The  Placement  Agent and the Company shall have finalized and agreed to
the  form of the warrant agreement and registration rights agreement referred to
in  Section  VIII  below.

                                   SECTION VI

(a)     The  term  of  this  Agreement  shall commence on the date first written
above  and  shall  expire the earlier of one (1) year after the date the Company
(1)  provides the Placement Agent with requested due diligence materials and (2)
the  Company  and  the Placement Agent mutually agree that information documents
(including,  but  not limited to: a business plan; executive summary; three-year
historical  income  statement,  statement  of  cash  flows,  and  balance sheet;
five-year  projected  financial  statements; use of proceeds statement; investor
presentation;  valuation  analysis), to be provided and approved by the Company,
are  ready  for  presentation  to  the  Placement  Agent's  network of potential
financing  sources  or  the  closing  of  the  Offering,  unless  terminated  in
accordance  with  the  provisions  set  forth  below,  or extended by the mutual
written  consent  of  the  parties  hereto  (the "Term").  This Agreement may be
terminated  only:

     (1)  By  the  Placement  Agent  for any reason at any time upon thirty (30)
days' prior written notice; or

<PAGE>

     (2)  By  the Placement Agent upon default in the payment of any amounts due
to the Placement Agent pursuant to this Agreement, if such default continues for
more  than fifteen (15) days following receipt by the Company from the Placement
Agent of written notice of such default and demand for payment.

(a)  In  the event of termination, the Placement Agent shall be immediately paid
in  full  on  all  items  of  compensation  and  expenses (including any amounts
deferred)  payable  to  the  Placement  Agent pursuant hereto, as of the date of
termination.

(b)  The  Placement  Agent  Fee or Financing Fee shall become due and payable to
PLACEMENT  AGENT  upon  the  date  that the Company receives the proceeds of the
financing  from  the party providing the financing.  A Placement Agent Fee shall
also  be  payable  with  respect  to  any  Qualified  Offering or any subsequent
Qualified  Financing  accepted and received by Company within twelve (12) months
after the termination or expiration of this Agreement, by any party or source of
funding  introduced  or  facilitated  by  PLACEMENT  AGENT  to  Company;  or

     (3)  By  the Company or the Placement Agent for any reason at any time upon
fifteen  (15)  days'  prior  written  notice after the completion of the initial
Term; or

     (4) By mutual agreement of the parties.

                                   SECTION VII

If  at  any time during the twelve (12) months following the termination of this
Agreement  the  Company conducts a Qualified Offering, the Placement Agent shall
(1)  be  entitled  to  act  as  a placement agent in such Qualified Offering and
receive  commissions  and  fees  for  subscriptions received or solicited by the
Placement  Agent  for  the  Company's  securities  pursuant  to  the  terms  and
conditions  of  this Agreement, and (2) be entitled to the compensation and fees
as  set  forth  in  Section  VIII  of this Agreement for any Qualified Financing
received by the Company.  Any compensation or fees paid pursuant to Section VIII
below  shall  relate  only to the securities initially issued by the Company and
not  the  underlying  securities,  unless  otherwise  agreed  to by the Company.

"Qualified  Offering"  shall  mean  any  securities issued by the Company, other
than:  (1)  the  Units, the Warrants, the Shares or the common shares underlying
the  Warrants  issued  pursuant to the terms and conditions of the Offering; (2)
common  shares,  options  or  other  rights  to purchase common shares issued or
granted  to  employees,  officers,  directors  and  consultants  of  the Company
pursuant  to  one  or  more  employee  stock plans or agreements approved by the
Company's  board  of directors; (3) securities of the Company issued or issuable
to  financial  institutions  or  lessors  in connection with real estate leases,
commercial  credit  arrangements,  equipment  financings or similar transactions
approved  by  the  Company's  board of directors, including, but not limited to,
equipment leases or bank lines of credit; (4) securities issued as a dividend or
distribution on, or in connection with a split of or recapitalization of, any of
the  capital stock of the Company; (5) securities issued by the Company pursuant
to  strategic  partnership, joint venture or other similar arrangements approved
by the Company's board of directors where the primary purpose of the arrangement
is  not  to  raise  capital;  (6) securities of the Company issued pursuant to a
registration  statement  filed  by  the  Company  under  the Securities Act; (7)
securities  issued  by  the  Company  pursuant  to  an  acquisition  of  another
corporation  or  other  entity  by the Corporation by merger, purchase of all or
substantially  all  of  the capital stock or assets, or other reorganization; or
(8)  securities of the Company issued pursuant to currently outstanding options,
warrants  or  other  rights  to  acquire  securities  of  the  Company.

<PAGE>

"Qualified  Financing"  shall  mean  an  investment  from  a  person  after  the
termination  of  this Agreement that directly results from the Placement Agent's
performance of the Services hereunder during the Term of this Agreement (for the
avoidance  of  doubt this shall mean any solicitation of a potential investor or
an  introduction  of  a potential investor to the Company by the Placement Agent
related to the Offering during the Term of this Agreement).  The Placement Agent
agrees  to  provide to the Company within ten (10) days after the termination of
this  Agreement  (the  "Delivery  Deadline")  a list of all persons solicited on
behalf  of  the  Company  or  introduced  to  the Company by the Placement Agent
related  to  the  Offering  (the  "Solicitation  List") to assist the parties in
making  a  later determination as to whether a Qualified Financing has occurred.
If  the Solicitation List is not provided to the Company prior to the expiration
of  the  Delivery  Deadline,  the Company's obligation to pay any commissions or
fees  related  to  a  Qualified  Financing  pursuant  to  this Section VII shall
immediately  terminate.  For  purposes  of  this Agreement, receipt of Qualified
Financing  shall  be  deemed  to  be  received by the Company on the date that a
definitive  agreement  regarding  the  Qualified  Financing  is  executed by the
Company  and the party providing such financing.  The compensation or fees shall
become  payable  to  the Placement Agent upon the date that the Company receives
the  proceeds  of  the  Qualified  Financing.

Notwithstanding  anything  to  the contrary, if the Company conducts a Qualified
Offering  during  the  twelve  (12)  months  following  the  termination of this
Agreement, it shall not be obligated to accept any subscriptions received by the
Placement Agent or any Qualified Financing by virtue of this Section VII and the
Company  reserves  the  right  to  accept  or  reject  any such subscriptions or
Qualified  Financing  in  whole  or  in  part.

                                  SECTION VIII

In  consideration  for  the  performance  of the Services hereunder, the Company
hereby  agrees to pay to the Placement Agent such fees ("The Placement Agent Fee
or  the  Financing  Fee")  as  outlined  below:

(a)     If the Placement Agent receives subscriptions for Financing as a part of
the  Offering  (the  "Placement  Agent  Investors"),  the  Company  shall:

     1)   Pay  to  the  Placement  Agent  in  US  dollars  via  wire  from  the
          attorney's  escrow  at closing an amount equal to ten percent (10%) of
          the principal amount of the Financing purchased by the Placement Agent
          Investors  (the  "Financing  Fee"), and pay to the Placement Agent ten
          percent  (10%)  on  the  execution  of  any  Warrants purchased by the
          Investors.

     2)   On  each  closing  date  of  a  Financing  on  which  aggregate
          consideration is paid or becomes payable to the Company for its Equity
          Securities,  the  Company  shall  issue  to the Placement Agent or its
          permitted assigns warrants (the "Warrants") to purchase such number of
          shares  of  the common stock of the Company equal to ten percent (10%)
          of  the  aggregate  number  of  shares  of common stock of the Company
          issued  and  issuable  by the Company under and in connection with the
          Financings.  The Company shall grant to the Placement Agent all Series
          of  Warrants  equal  to  ten  percent  (10%) of the number of Warrants
          issued  to  the  Placement  Agent  Investors.  The number of shares of
          common  stock issuable upon exercise of the Warrants shall include all
          shares  of  common  stock  issuable  under  the Securities, including,
          without limitation, shares issuable upon conversion or exercise of the
          Securities.  The Warrants shall provide for cashless exercise (even if
          the  Purchasers  do not have such right) and have terms and conditions
          identical  to  the  Securities purchased by the Purchasers, including,

<PAGE>

          without  limitation, anti-dilution and full ratchet provisions to take
          into  account  any  issuance of additional shares of common stock as a
          result  of  an  adjustment  to  the Securities or the shares of common
          stock  underlying  the  Securities.  The Warrants shall be exercisable
          after  the date of issuance and shall expire five years after the date
          of  issuance,  unless  otherwise extended by the Company. The Warrants
          shall  include  anti-dilution protection, including protection against
          issuances  of  securities  at  prices (or with exercise prices, in the
          case  of  warrants, options or rights) below the exercise price of the
          Warrants.  The  Warrants  shall  not  be  callable  or redeemable. The
          Warrants  shall also include one demand registration right exercisable
          following  the  first  anniversary  of  the  closing,  and  piggyback
          registration rights. The Warrants shall be transferable within MIDTOWN
          PARTNERS, at the Placement Agent's discretion.

     3)   An  escrow  with  a  third  party agent approved by the parties hereto
          will  be used for each closing to which the Placement Agent shall be a
          party.  All consideration due the Placement Agent shall be paid to the
          Placement Agent directly there from.

     4)   Cause  its  affiliates  to,  pay  to  the  Placement  Agent  all
          compensation  described  in  this  Section  VIII  with  respect to all
          Securities  sold to a purchaser or purchasers at any time prior to the
          expiration  of  twelve  (12)  months  after  the  expiration  of  this
          Agreement (the "Tail Period") if (i) such purchaser or purchasers were
          identified  to  the  Company  by  the  Placement Agent during the Term
          authorized,  (ii) the Placement Agent advised the Company with respect
          to  such  purchaser  or purchasers during the Term authorized or (iii)
          the Company or the Placement Agent had discussions with such purchaser
          or purchasers during the Term authorized.

     5)   The  Company  agrees  to  pay  two  percent  (2%)  of  the  principal
          amount  of  the  Debentures purchased by the Placement Agent Investors
          (the  "Non-accountable Fee") which will be used to pay Placement Agent
          expenses  including  fees such as entertainment expenses, travel, etc.
          The  Company  also  agrees to pay for the legal and due diligence fees
          outlined  in  the  attached  term sheet and such fees shall not exceed
          $25,000.

(b)     It  is acknowledged and agreed that the Company shall bear all costs and
expenses  incident  to  the issuance, offer, sale and delivery of the Financing.
These  costs  and  expenses will include but are not limited to state "Blue Sky"
fees,  legal  fees,  printing  costs,  travel costs, mailing, couriers, personal
background  checks,  and  other  expenses  incidental  to  the  advancement  and
completion of the Offering.  Full payment of Placement Agent's expenses shall be
made  in same day funds at the Closing or, if the Offering is terminated for any
reason, within ten (10) days of receipt by the Company of a written request from
the  Placement  Agent  for  reimbursement  of  expenses, including documentation
therefore  satisfactory  to  the  Company.

(c)     Subject  to  the  other  requirements  set  forth in this Agreement, the
Placement  Agent  may  introduce  investors  to the Offering directly or through
other  NASD  member  broker-dealers.  If  the  Placement  Agent  utilizes  any
intermediaries, the Placement Agent shall be the Company's point of contact, not
the intermediary, and the Placement Agent, not the Company, shall be responsible
for  any  compensation  arrangement  with  the  intermediary. The Company's sole
compensation  arrangement,  responsibility and obligation are with the Placement
Agent.  The  Placement  Agent  will  disclose  the  identity  and  compensation
arrangements  with  all  of  its intermediaries in order to allow the Company to
adequately  disclose  such  arrangements,  where  necessary.

<PAGE>

                                    SECTION IX

The Company agrees to indemnify the Placement Agent and hold it harmless against
any  losses,  claims, damages or liabilities incurred by the Placement Agent, in
connection  with,  or  relating  in  any  manner, directly or indirectly, to the
Placement  Agent rendering the Services in accordance with the Agreement, unless
it  is determined by a court of competent jurisdiction that such losses, claims,
damages  or  liabilities  arose  out  of  the  Placement  Agent's breach of this
Agreement,  sole  negligence,  gross negligence, willful misconduct, dishonesty,
fraud  or  violation of any applicable law.  Additionally, the Company agrees to
reimburse  the  Placement Agent immediately for any and all expenses, including,
without limitation, attorney fees, incurred by the Placement Agent in connection
with  investigating,  preparing  to  defend  or  defending,  or  otherwise being
involved  in,  any  lawsuits,  claims  or other proceedings arising out of or in
connection  with  or  relating  in  any  manner,  directly or indirectly, to the
rendering  of  any  Services  by  the  Placement  Agent  in  accordance with the
Agreement  (as  defendant,  nonparty,  or  in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided,  however,  that  in  the  event  a determination is made by a court of
competent  jurisdiction  that  the  losses,  claims,  damages or liability arose
primarily  out  of  the  Placement  Agent's  breach  of  this  Agreement,  sole
negligence,  gross  negligence,  willful  misconduct,  dishonesty,  fraud or any
violation  of  any applicable law, the Placement Agent will remit to the Company
any  amounts for which it had been reimbursed under this paragraph.  The Company
further  agrees that the indemnification and reimbursement commitments set forth
in  this  paragraph  shall extend to any controlling person, strategic alliance,
partner,  member,  shareholder,  director,  officer,  employee,  agent  or
subcontractor  of  the  Placement  Agent and their heirs, legal representatives,
successors  and  assigns.  The  provisions  set  forth  in this Section IX shall
survive  any  termination  of  this  Agreement.

                                    SECTION X

All notices, demands or other communications given hereunder shall be in writing
and  shall  be  deemed  to  have  been  duly  given  when delivered in person or
transmitted  by  facsimile  transmission  or  the fifth calendar day after being
mailed  by  registered  or  certified  mail,  return  receipt requested, postage
prepaid,  to the addresses herein above first mentioned or to such other address
as  any party hereto shall designate to the other for such purpose manner herein
set  forth.

                                   SECTION XI

GOVERNING  LAW.  The  subject  matter of this Agreement shall be governed by and
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construed in accordance with the laws of the State of Florida (without reference
to  its  choice of law principles), and to the exclusion of the law of any other
forum,  without  regard  to  the  jurisdiction  in  which  any action or special
proceeding  may  be  instituted.  EACH  PARTY  HERETO  AGREES  TO  SUBMIT TO THE
PERSONAL  JURISDICTION  AND  VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN
PALM  BEACH  COUNTY,  FLORIDA  FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN
CONNECTION  WITH,  OR  BY  REASON  OF  THE  INTERPRETATION,  CONSTRUCTION,  AND
ENFORCEMENT  OF  THIS  AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN
THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.  AS A MATERIAL INDUCEMENT FOR
THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
ISSUES  SO  TRIABLE.   If  it becomes necessary for any party to institute legal
action  to  enforce  the  terms and conditions of this Agreement, the prevailing
party  may  be  awarded  reasonable  attorneys  fees,  expenses  and  costs.

<PAGE>

CONFIDENTIALITY.  The Placement Agent may acquire certain non-public information
---------------
respecting  the  business  of  the Company in connection with the performance of
services  hereunder, including information, which is reasonably understood to be
proprietary   or    confidential    in   nature   (collectively,   "Confidential
Information").   The   Placement  Agent  hereby  agrees  that  all  Confidential
Information  shall  be kept strictly confidential by the Placement Agent and its
affiliates,  members,  partners,  shareholders,  managers,  directors, officers,
employees,    advisors,   agents,   and   controlling   persons   (collectively,
"Representatives"), except that Confidential Information or portions thereof may
be  disclosed  to  Representatives  who  need  to  know such information for the
purpose  of enabling the Placement Agent to perform services hereunder (it being
understood  that  prior to such disclosure, such Representative will be informed
by  the  Placement  Agent  of  the  confidential  nature  of  such  Confidential
Information and shall agree to be bound by this Agreement).  The Placement Agent
shall  be  responsible  for  any   breach  of  this  provision  by  any  of  its
Representatives.  For  purposes   hereof,  Confidential  Information  shall  not
include  any information which (i) at the time of disclosure or thereafter is or
becomes  generally known by the public (other than as a result of its disclosure
by the Placement Agent or its Representatives), (ii) was or becomes available to
the Placement Agent on a non-confidential basis from a person who is not subject
to a confidentiality agreement concerning that information, or (iii) is required
by  law to be disclosed by the Placement Agent (provided that if such disclosure
is  required  by  order of a court or administrative agency, the Placement Agent
shall  notify  the  Company  as  soon as possible so that the Company may seek a
protective  order).

ASSIGNMENTS AND BINDING EFFECT.  This Agreement shall be binding on and inure to
------------------------------
the  benefit of the parties hereto and their respective successors and permitted
assigns.  The rights and obligations of the parties under this Agreement may not
be  assigned or delegated without the prior written consent of both parties, and
any  purported  assignment  without such written consent shall be null and void.

MODIFICATION  AND WAIVER.  Only an instrument in writing executed by the parties
------------------------
hereto may amend this Agreement.  The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a  waiver  of any subsequent default of the same or similar nature, or any other
nature.

CONSTRUCTION.  The  captions used in this Agreement are provided for convenience
------------
only and shall not affect the meaning or interpretation of any provision of this
Agreement.

FACSIMILE  SIGNATURES.  Facsimile  transmission of any signed original document,
---------------------
and  re-transmission  of any signed facsimile transmission, shall be the same as
delivery  of  an  original.  At  the  request of either party, the parties shall
confirm  facsimile  transmitted signatures by signing an original document. This
Agreement  may  be  executed in one or more counterparts, each of which shall be
deemed  an original and all of which taken together shall constitute one and the
same  agreement.

SEVERABILITY.   If  any  provision  of   this  Agreement  shall  be  invalid  or
------------
unenforceable  in any respect for any reason, the validity and enforceability of
any such provision in any other respect, and of the remaining provisions of this
Agreement,  shall  not  be  in  any  way  impaired.

EXCLUSIVE.  Midtown  acknowledges  and agrees that it is being granted exclusive
---------
rights  with  respect  to  the  Services  to  be provided to the Company and the
Company is not free to engage other parties to provide services similar to those
being  provided  by  Midtown  hereunder  without  the  prior  written consent of
Midtown.

<PAGE>

NON-CIRCUMVENTION.  The  Company  hereby  irrevocably  agrees not to circumvent,
-----------------
avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement.
The  Company  agrees not to accept any business opportunity from any third party
to  whom  PLACEMENT  AGENT  introduces  to  the  Company  without the consent of
PLACEMENT  AGENT,  unless  for each business opportunity accepted by the Company
from  a  third  party  introduced  by PLACEMENT AGENT, the Company remits a term
sheet  and  then  a  contract  which  defines  a mutually agreeable compensation
structure  for  PLACEMENT  AGENT.

SURVIVABILITY.  Neither  the termination of this Agreement nor the completion of
-------------
any  services  to be provided by the Placement Agent hereunder, shall affect the
provisions  of  this Agreement that shall remain operative and in full force and
effect.

ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire  agreement  and
-----------------
understanding  of  the parties hereto with respect to the subject matter of this
Agreement  and  supersedes  all  prior  understandings  and  agreements, whether
written  or  oral,  among  the  parties  with  respect  to  such subject matter.

If  the  foregoing  correctly sets forth the understanding between the Placement
Agent  and  the Company, please so indicate in the space provided below for that
purpose.  The  undersigned  parties hereto have caused this Agreement to be duly
executed  by  their  authorized  representatives,  pursuant  to  corporate board
approval  and  intend  to  be  legally  bound.


DEERVALLEY ACQUISITIONS CORP.         MIDTOWN PARTNERS & CO., LLC.




By:                                   By:
   -----------------------------         ---------------------------
   Charles G. Masters, CEO               Bruce Jordan, President

<PAGE>