Exhibit 10.29


THIS  WARRANT  OR  THE  SHARES  OF  COMMON  STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
(i)  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED THERETO, (ii) AN OPINION OF
COUNSEL  FOR  THE  HOLDER,  REASONABLY  SATISFACTORY  TO  THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  7  OF  THIS  WARRANT.
                ----------


                      SERIES F WARRANT TO PURCHASE  SHARES
                                 OF COMMON STOCK

Warrant No.:  F-1

     Deer  Valley  Corporation,  a  Florida  corporation (the "COMPANY"), hereby
certifies that, for value received, VICIS CAPITAL MASTER FUND (the "HOLDER"), or
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe  for  and  purchase 750,000 shares of the fully paid and nonassessable
Common Stock (as adjusted pursuant to Section 4 hereof, the "WARRANT SHARES") of
                                      ---------
the  Company,  at  a  price per share equal to two dollars and twenty five cents
($2.25)(the  "WARRANT PRICE," as adjusted pursuant to Section 4 hereof), subject
                                                      ---------
to  the  provisions  and  upon  the  terms and conditions hereinafter set forth.

     As  used  herein,  (a)  the  term  "COMMON  STOCK" shall mean the Company's
presently authorized Common Stock, par value $.001 per share, and any stock into
or  for which such Common Stock may hereafter be converted or exchanged, (b) the
term  "DATE  OF  GRANT"  shall  mean  November 16, 2006, and (c) the term "OTHER
WARRANTS"  shall  mean  any  warrant issued upon transfer or partial exercise of
this  Warrant.  The  term  "WARRANT"  as  used herein shall be deemed to include
Other  Warrants unless the context hereof or thereof clearly requires otherwise.

     1.  Term. The purchase right represented by this Warrant is exercisable, in
         -----
whole  or  in  part,  at any time after the Date of Grant (the "INITIAL EXERCISE
DATE")  and  from  time  to  time  thereafter through and including the close of
business  on  the  date  five  (5)  years  from  the  Initial Exercise Date (the
"EXPIRATION  DATE");  provided,  however,  that in the event that any portion of
                      --------   -------
this  Warrant  is  unexercised  as  of the Expiration Date, the terms of Section
                                                                         -------
2(b),  below,  shall  apply.
----

     2.  Exercise;  Expiration;  Redemption.
         ----------------------------------

          a.  Method  of  Exercise; Payment; Issuance of New Warrant. Subject to
              ------------------------------------------------------
     Section  1  hereof,  the  purchase right represented by this Warrant may be
     exercised  by  the holder hereof, in whole or in part and from time to time
     after the Initial Exercise Date, by the surrender of this Warrant (with the
     notice  of exercise form attached hereto as Exhibit A duly executed) at the
                                                 ---------
     principal  office  of  the  Company and by the payment to the Company of an
     amount  equal to the then applicable Warrant Price multiplied by the number

<PAGE>

     of  Warrant  Shares  then  being  purchased. The person or persons in whose
     name(s)  any  certificate(s)  representing  shares of Common Stock shall be
     issuable  upon  exercise of this Warrant shall be deemed to have become the
     holder(s) of record of, and shall be treated for all purposes as the record
     holder(s)  of,  the  shares  represented  thereby (and such shares shall be
     deemed  to  have been issued) immediately prior to the close of business on
     the date or dates upon which this Warrant is exercised. In the event of any
     exercise  of  the  rights represented by this Warrant, certificates for the
     shares  of  stock  so  purchased shall be delivered to the holder hereof as
     soon  as  possible  and  in  any  event  within thirty (30) days after such
     exercise  and,  unless this Warrant has been fully exercised, a new Warrant
     representing  the  portion  of  the Warrant Shares, if any, with respect to
     which  this Warrant shall not then have been exercised shall also be issued
     to  the  holder  hereof  as  soon  as possible and in any event within such
     thirty  (30)-day  period.

          b.  Expiration.  In  the  event  that  any  portion of this Warrant is
              ----------
     unexercised  as  of the Expiration Date, such portion of this Warrant shall
     automatically  expire,  and the Holder shall have no rights with respect to
     such  unexercised  portion  of  this  Warrant.

          c.  Exercise  Limitation. The Company shall not effect any exercise of
              --------------------
     this  Warrant,  and  the  Holder  shall  not have the right to exercise any
     portion  of this Warrant, pursuant to Section 2 or otherwise, to the extent
     that  after  giving  effect to such issuance after exercise as set forth on
     the applicable notice of exercise, such Holder (together with such Holder's
     Affiliates,  and any other person or entity acting as a group together with
     such  Holder  or  any  of  such  Holder's  Affiliates), as set forth on the
     applicable  notice  of  exercise,  would  beneficially own in excess of the
     Beneficial  Ownership  Limitation  (as  defined below). For purposes of the
     foregoing sentence, the number of shares of Common Stock beneficially owned
     by  such  Holder  and  its Affiliates shall include the number of shares of
     Common  Stock  issuable upon exercise of this Warrant with respect to which
     such determination is being made, but shall exclude the number of shares of
     Common  Stock  which  would be issuable upon (A) exercise of the remaining,
     nonexercised  portion  of this Warrant beneficially owned by such Holder or
     any  of its Affiliates and (B) exercise or conversion of the unexercised or
     nonconverted  portion  of  any other securities of the Company subject to a
     limitation  on conversion or exercise analogous to the limitation contained
     herein  beneficially  owned by such Holder or any of its affiliates. Except
     as  set  forth  in  the preceding sentence, for purposes of this Section 2,

<PAGE>

     beneficial  ownership  shall be calculated in accordance with Section 13(d)
     of  the  Exchange Act and the rules and regulations promulgated thereunder,
     it  being  acknowledged by a Holder that the Company is not representing to
     such  Holder  that  such calculation is in compliance with Section 13(d) of
     the  Exchange  Act  and such Holder is solely responsible for any schedules
     required  to  be  filed  in  accordance  therewith.  To the extent that the
     limitation  contained  in  this  Section  2  applies,  the determination of
     whether  this Warrant is exercisable (in relation to other securities owned
     by such Holder together with any Affiliates) and of which a portion of this
     Warrant is exercisable shall be in the sole discretion of a Holder, and the
     submission  of  a  Notice  of  Exercise shall be deemed to be each Holder's
     determination  of whether this Warrant is exercisable (in relation to other
     securities  owned by such Holder together with any Affiliates) and of which
     portion  of  this  Warrant  is  exercisable,  in  each case subject to such
     aggregate  percentage  limitation, and the Company shall have no obligation
     to  verify  or  confirm  the accuracy of such determination. In addition, a
     determination  as  to  any  group  status  as  contemplated  above shall be
     determined  in  accordance  with  Section 13(d) of the Exchange Act and the
     rules  and  regulations  promulgated  thereunder. The "BENEFICIAL OWNERSHIP
     LIMITATION"  shall  be  4.99%  of  the number of shares of the Common Stock
     outstanding  immediately  after  giving effect to the issuance of shares of
     Common  Stock  issuable  upon  exercise  of  this  Warrant.  The Beneficial
     Ownership  Limitation  provisions  of  this Section 2 may be waived by such
     Holder,  at  the election of such Holder, upon not less than 61 days' prior
     notice  to  the  Company  to  change the Beneficial Ownership Limitation to
     9.99%  of  the number of shares of the Common Stock outstanding immediately
     after giving effect to the issuance of shares of Common Stock upon exercise
     of  this Warrant, and the provisions of this Section 2(c) shall continue to
     apply.  Upon  such  a  change  by  a  Holder  of  the  Beneficial Ownership
     Limitation  from  such  4.99%  limitation  to  such  9.99%  limitation, the
     Beneficial  Ownership  Limitation may not be further waived by such Holder.
     The  provisions  of  this paragraph shall be construed and implemented in a
     manner  otherwise  than in strict conformity with the terms of this Section
     2(c)  to  correct  this  paragraph  (or  any  portion  hereof) which may be
     defective or inconsistent with the intended Beneficial Ownership Limitation
     herein  contained  or to make changes or supplements necessary or desirable
     to  properly  give  effect to such limitation. The limitations contained in
     this  paragraph  shall  apply  to  a  successor  holder  of  this  Warrant.
     "AFFILIATE"  means  any  Person that, directly or indirectly through one or
     more  intermediaries,  controls  or  is  controlled  by  or is under common
     control  with  a person, as such terms are used in and construed under Rule
     144 under the Securities Act. With respect to a Holder, any investment fund
     or  managed  account  that  is managed on a discretionary basis by the same
     investment  manager  as such purchaser will be deemed to be an Affiliate of
     such  Holder.

     3.  Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
         ---------------------------------------
issued  upon  the  exercise of the rights represented by this Warrant will, upon
issuance  pursuant  to  the  terms  and  conditions  herein,  be  fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights  with respect to the issue thereof. During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number
of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
        ------------------------------------------------
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall  be subject to adjustment from time to time upon the occurrence of certain
events,  as  follows:

          a. Reclassification or Merger. In case of any reclassification, change
             --------------------------
     or  conversion  of  securities  of the class issuable upon exercise of this
     Warrant  (other  than  a  change  in par value, or from par value to no par
     value,  or  from no par value to par value, or as a result of a subdivision
     or  combination),  or  in  case  of  any merger of the Company with or into
     another  corporation (other than a merger with another corporation in which
     the  Company  is the acquiring and the surviving corporation and which does
     not  result  in  any  reclassification  or change of outstanding securities

<PAGE>

     issuable  upon  exercise of this Warrant), or in case of any sale of all or
     substantially  all  of  the  assets  of  the  Company, the Company, or such
     successor or purchasing corporation, as the case may be, shall duly execute
     and  deliver  to  the  holder  of  this  Warrant a new Warrant (in form and
     substance  satisfactory  to the holder of this Warrant), so that the holder
     of  this Warrant shall have the right to receive, at a total purchase price
     not  to exceed that payable upon the exercise of the unexercised portion of
     this  Warrant,  and  in  lieu  of  the  shares  of Common Stock theretofore
     issuable  upon  exercise  of this Warrant, the kind and amount of shares of
     stock,  other  securities,  money  and  property  receivable  upon  such
     reclassification,  change  or merger by a holder of the number of shares of
     Common  Stock  then  purchasable under this Warrant. Such new Warrant shall
     provide  for  adjustments  that  shall  be  as  nearly equivalent as may be
     practicable  to  the  adjustments  provided  for  in  this  Section  4.
                                                                 ----------

          b.  Subdivision  or  Combination  of Shares. If at any time while this
              ---------------------------------------
     Warrant  remains  outstanding  and unexpired the Company shall subdivide or
     combine  its outstanding shares of Common Stock, the Warrant Price shall be
     proportionately  decreased in the case of a subdivision or increased in the
     case  of  a combination, effective at the close of business on the date the
     subdivision  or  combination  becomes  effective.

          c.  Stock  Dividends. If at any time while this Warrant is outstanding
              ----------------
     and unexpired the Company shall pay a dividend with respect to Common Stock
     payable in Common Stock, then the Warrant Price shall be adjusted, from and
     after  the  date  of determination of stockholders entitled to receive such
     dividend  or  distribution,  to  that  price  determined by multiplying the
     Warrant  Price in effect immediately prior to such date of determination by
     a  fraction  (i) the numerator of which shall be the total number of shares
     of  Common  Stock  outstanding immediately prior to such dividend, and (ii)
     the  denominator  of  which  shall  be the total number of shares of Common
     Stock  outstanding  immediately  after  such  dividend.

          d. Adjustment of Number of Shares. Upon each adjustment in the Warrant
             ------------------------------
     Price,  the  number  of  Warrant  Shares  purchasable  hereunder  shall  be
     adjusted,  to  the  nearest  whole  share,  to  the  product  obtained  by
     multiplying  the  number of Warrant Shares purchasable immediately prior to
     such  adjustment in the Warrant Price by a fraction, the numerator of which
     shall  be  the  Warrant  Price immediately prior to such adjustment and the
     denominator  of  which  shall  be the Warrant Price immediately thereafter.

     5.  Notice  of  Adjustments.  Whenever  the  Warrant Price or the number of
         -----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.  Fractional  Shares. No fractional shares of Common Stock will be issued
         ------------------
in connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor based on the fair market value of
a  share  of Common Stock on the date of exercise, or round up to the next whole
number  of  shares,  at  the  Company's  option.

<PAGE>

     7.  Compliance  with  Securities  Act  and  Investor  Rights  Agreement;
         --------------------------------------------------------------------
Disposition  of  Warrant  or  Warrant  Shares.
---------------------------------------------

          a.  Compliance  with  Securities  Act.  The holder of this Warrant, by
              ---------------------------------
     acceptance  hereof, agrees that this Warrant and the shares of Common Stock
     to  be  issued  upon  exercise hereof are being acquired for investment and
     that such holder will not offer, sell or otherwise dispose of this Warrant,
     or  any  shares  of  Common  Stock to be issued upon exercise hereof except
     under  circumstances which will not result in a violation of the Securities
     Act.  Upon  exercise  of  this  Warrant, the holder hereof shall confirm in
     writing that the shares of Common Stock so purchased are being acquired for
     investment  and not with a view toward distribution or resale. This Warrant
     and all shares of Common Stock issued upon exercise of this Warrant (unless
     registered  under  the Securities Act) shall be stamped or imprinted with a
     legend  in  substantially  the  following  form:


     "THE  SECURITIES  EVIDENCED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER THE
     SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE
     OR  DISPOSITION  MAY  BE  EFFECTED  WITHOUT  (i)  AN EFFECTIVE REGISTRATION
     STATEMENT  RELATED  THERETO,  (ii)  AN  OPINION  OF COUNSEL FOR THE HOLDER,
     REASONABLY  SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH REGISTRATION IS NOT
     REQUIRED,  (iii)  RECEIPT  OF  A  NO-ACTION  LETTER(S) FROM THE APPROPRIATE
     GOVERNMENTAL  AUTHORITY(IES),  OR  (iv)  OTHERWISE  COMPLYING  WITH  THE
     PROVISIONS  OF  SECTION  7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
     ISSUED  DIRECTLY  OR  INDIRECTLY."

     In  addition,  in  connection  with  the  issuance  of  this  Warrant,  the
     holder specifically represents to the Company by acceptance of this Warrant
     as  follows:

               (1)  The  holder  is  aware of the Company's business affairs and
          financial  condition,  and  has acquired information about the Company
          sufficient  to reach an informed and knowledgeable decision to acquire
          this Warrant. The holder is acquiring this Warrant for its own account
          for investment purposes only and not with a view to, or for the resale
          in  connection  with,  any  "distribution" thereof for purposes of the
          Securities  Act.

               (2)  The  holder  understands  that  this Warrant and the Warrant
          Shares  have  not been registered under the Securities Act in reliance
          upon  a  specific  exemption  therefrom, which exemption depends upon,
          among  other  things,  the bona fide nature of the holder's investment
          intent as expressed herein. In this connection, the holder understands
          that,  in  the view of the SEC, the statutory basis for such exemption
          may  be  unavailable  if  the  holder's  representation was predicated
          solely  upon  a  present intention to hold the Warrant and the Warrant
          Shares for the minimum capital gains period specified under applicable
          tax laws, for a deferred sale, for or until an increase or decrease in
          the  market  price  of  the  Warrant  and the Warrant Shares, or for a
          period  of  one  (1)  year  or  any  other fixed period in the future.

<PAGE>

               (3)  The  holder  further  understands  that this Warrant and the
          Warrant  Shares  must  be  held  indefinitely  unless  subsequently
          registered  under  the  Securities  Act  and  any  applicable  state
          securities  laws, or unless exemptions from registration are otherwise
          available.

               (4)  The  holder is aware of the provisions of Rule 144 and 144A,
          promulgated  under  the  Securities  Act,  which, in substance, permit
          limited public resale of "restricted securities" acquired, directly or
          indirectly,  from  the  issuer  thereof  (or from an Affiliate of such
          issuer),  in  a  non-public  offering  subject  to the satisfaction of
          certain  conditions, if applicable, including, among other things: the
          availability  of  certain  public  information  about the Company, the
          resale  occurring  not  less  than  one  (1)  year after the party has
          purchased  and paid for the securities to be sold; the sale being made
          through  a  broker  in  an  unsolicited  "broker's  transaction" or in
          transactions  directly  with  a  market maker (as said term is defined
          under  the Securities Exchange Act of 1934, as amended) and the amount
          of  securities  being  sold  during  any  three  (3)  month period not
          exceeding  the  specified  limitations  stated  therein.

               (5)  The holder further understands that at the time it wishes to
          sell this Warrant and the Warrant Shares there may be no public market
          upon which to make such a sale, and that, even if such a public market
          then  exists,  the  Company  may  not be satisfying the current public
          information  requirements  of  Rule  144  and  144A, and that, in such
          event,  the  holder may be precluded from selling this Warrant and the
          Warrant  Shares  under  Rule  144  and  144A  even if the one (1)-year
          minimum  holding  period  has  been  satisfied.

               (6) The holder further understands that, in the event that all of
          the  requirements of Rule 144 and 144A are not satisfied, registration
          under  the Securities Act, compliance with Regulation A, or some other
          registration exemption will be required; and that, notwithstanding the
          fact  that  Rule  144 and 144A are not exclusive, the staff of the SEC
          has  expressed  its  opinion  that  persons  proposing to sell private
          placement securities other than in a registered offering and otherwise
          than  pursuant  to Rule 144 and 144A will have a substantial burden of
          proof in establishing that an exemption from registration is available
          for  such  offers or sales, and that such persons and their respective
          brokers  who participate in such transactions do so at their own risk.

          b.  Exchange.  This  Warrant  may be exchanged, without payment of any
              --------
     service  charge, for one (1) or more new Warrants of like tenor exercisable
     for  the  same aggregate number of shares of Common Stock upon surrender to
     the  Company  by  the  registered  holder  hereof  in  person  or  by legal
     representative or by attorney duly authorized in writing and, upon issuance
     of  the new Warrant or Warrants, the surrendered Warrant shall be cancelled
     and  disposed  of  by  the  Company.

          c.  Disposition  of  Warrant  or  Warrant  Shares. With respect to any
              ---------------------------------------------
     offer,  sale  or  other  disposition of this Warrant, or any Warrant Shares
     acquired  pursuant to the exercise of this Warrant prior to registration of
     such  Warrant  or  Warrant  Shares,  the  holder hereof and each subsequent
     holder  of  this Warrant agrees to give written notice to the Company prior
     thereto,  describing  briefly  the  manner thereof, together with a written
     opinion  of  such holder's counsel, if reasonably requested by the Company,

<PAGE>

     to  the  effect  that such offer, sale or other disposition may be effected
     without  registration or qualification (under the Securities Act as then in
     effect  or any federal or state law then in effect) of this Warrant or such
     Warrant  Shares  and  indicating  whether  or  not under the Securities Act
     certificates  for  this  Warrant  or  such  Warrant  Shares  to  be sold or
     otherwise  disposed  of  require  any  restrictive  legend as to applicable
     restrictions  on  transferability  in  order  to  ensure  compliance  with
     applicable laws. Promptly upon receiving such written notice and reasonably
     satisfactory  opinion,  if  so  requested,  the  Company,  as  promptly  as
     practicable,  shall  notify  such  holder  that  such  holder  may  sell or
     otherwise dispose of this Warrant or such Warrant Shares, all in accordance
     with  the  terms of the notice delivered to the Company. If a determination
     has been made pursuant to this Section 7(c) that the opinion of counsel for
                                    -----------
     the holder is not reasonably satisfactory to the Company, the Company shall
     so  notify  the  holder promptly after such determination has been made and
     neither  this  Warrant  nor  any  Warrant Shares shall be sold or otherwise
     disposed  of  until  such  disagreement  has  been  resolved. The foregoing
     notwithstanding,  this  Warrant  or  such Warrant Shares may (i) as to such
     federal  laws, be offered, sold or otherwise disposed of in accordance with
     Rule 144 and 144A under the Securities Act, provided that the Company shall
     have  been  furnished  with  such information as the Company may reasonably
     request  to  provide a reasonable assurance that the provisions of Rule 144
     and  144A  have  been  satisfied  and (ii) be offered, sold, distributed or
     otherwise  transferred  to  Affiliates of the Holder without regard to this
     Section  7(c),  but  only  if  the  Company  is in receipt of an opinion of
     ------------
     counsel  as  to the permissibility of such transfer under federal and state
     securities  laws and an investor representation letter from the transferee,
     in  form  and  substance  reasonably  satisfactory  to  the  Company.  Each
     certificate  representing  this  Warrant  or  the  Warrant  Shares  thus
     transferred (except a transfer pursuant to Rule 144) shall bear a legend as
     to  the  applicable  restrictions  on  transferability  in  order to ensure
     compliance  with such laws, unless, in the aforesaid opinion of counsel for
     the  holder, such legend is not required in order to ensure compliance with
     such laws. The Company may issue stop transfer instructions to its transfer
     agent  or,  if  acting  as  its  own  transfer  agent, the Company may stop
     transfer  on  its  corporate  books,  in connection with such restrictions.

     8.     Rights  as Stockholders; Information.  No holder of this Warrant, as
            ------------------------------------
such,  shall  be entitled to vote or be deemed the holder of Common Stock or any
other  securities  of  the  Company  which  may  at  any time be issuable on the
exercise  hereof  for  any  purpose,  nor  shall  anything  contained  herein be
construed  to confer upon the holder of this Warrant, as such, any of the rights
of  a  stockholder  of  the Company or any right to vote for the election of the
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to  receive notice of meetings, until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     9. Additional Rights. In the event that the Company undertakes to (i) sell,
        -----------------
lease,  exchange, convey or otherwise dispose of all or substantially all of its
property  or  business;  or  (ii)  merge  into  or  consolidate  with  any other
corporation  (other  than  a wholly-owned subsidiary), or effect any transaction

<PAGE>

(including  a merger or other reorganization) or series of related transactions,
in  which  more  than  fifty percent (50%) of the voting power of the Company is
disposed  of,  the  Company will use its best efforts to provide at least thirty
(30)  days  notice  to  the  holder  of the terms and conditions of the proposed
transaction.  The  Company  shall  cooperate with the holder in consummating the
sale  of  this  Warrant  in  connection  with  any  such  transaction.

     10.  Modification  and Waiver. This Warrant and any provision hereof may be
          ------------------------
changed,  waived,  discharged  or  terminated  only  by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

     11.  Notices.  Unless  otherwise  specifically  provided  herein,  all
          -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given; (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission;  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier;  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 11 by
                                                                   ----------
giving    the    other   party  written   notice  of  the  new  address in the
manner  set  forth  herein.

     12.  Binding  Effect  on Successors. This Warrant shall be binding upon any
          ------------------------------
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  however,  that the failure of the holder hereof to make any
          --------   -------
such  request  shall  not affect the continuing obligation of the Company to the
holder  hereof  in  respect  of  such  rights.

     13.  Lost  Warrants  or  Stock  Certificates.  The Company covenants to the
          ---------------------------------------
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     14.  Descriptive  Headings.  The  descriptive  headings  of  the  several
          ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

<PAGE>

     15.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced in
          --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     16.  Remedies.  In case any one (1) or more of the covenants and agreements
          --------
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit
in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     17.  Acceptance.  Receipt  of  this  Warrant  by  the  holder  hereof shall
          ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     18.  No  Impairment  of  Rights.  The Company will not, by amendment of its
          --------------------------
Certificate  of Incorporation or through any other means, avoid or seek to avoid
the  observance  or performance of any of the terms of this Warrant, but will at
all  times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                              DEER  VALLEY  CORPORATION


                              ----------------------------------
                              Charles G. Masters, Chief Executive Officer
Dated:  November  16,  2006

                              Address:  4902  Eisenhower  Blvd.,  Suite  185,
                              Tampa,  FL  33634



                          NOTICE TO FLORIDA RESIDENTS:
          ____________________________________________________________

     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE


To:

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                 ------
Deer  Valley  Corporation  (the "Company") pursuant to the terms of the attached
Warrant,  and  tenders  herewith payment of the purchase price of such shares in
full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                              ---------------------------
                                      (Name)


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

                              ---------------------------
                                    (Address)

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  will  execute an Investment Representation Statement
upon  request  of  the  Company, in form reasonably satisfactory to the Company.


                              --------------------------
                                   (Signature)



                              --------------------------
                                     (Date)

<PAGE>