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-
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     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

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<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-
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                                   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-
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