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-
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     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-
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