**EMPLOYMENT
      AGREEMENT**





Employment
      Agreement (the
“**Agreement**”), dated as of August __, 2007 between Deer Valley
      Corporation, a Florida corporation whose principal place of business is located
      at 4902 Eisenhower Boulevard, Suite 185, Tampa, Florida 33634 (the
“**Company**”) and Charles G. Masters (the
“**Employee**”), an individual currently residing at
      the address
      set forth on the signature page to this Agreement.





**BACKGROUND
      INFORMATION**




The
      Company wishes to secure the employment services of Employee for a definite
      period of time and upon the particular terms and conditions hereinafter set
      forth.  Employee is willing to be so employed.  Accordingly,
      the parties agree as follows:




**OPERATIVE
      PROVISIONS**




1.           Employment
      and Term.  The Company hereby employs Employee and the latter
      hereby accepts employment by the Company commencing on the date of this
      Agreement (the “**Commencement Date**”) and ending twelve (12)
      months after the Commencement Date (the “**Initial Term**”), which
      employment shall be automatically extended for unlimited successive one (1)
      year
      terms (each a “**Successor Term**”) unless (a) it is terminated
      during the pendency of the then current term, whether Initial or Successor,
      by
      the occurrence of one of the events described in Section 4. hereof, or (b)
      by
      one party furnishing the other with written notice, at least thirty (30) days
      prior to the expiration of such term, of an intent not to renew this Agreement
      upon the expiration of the then current term (the “**Non-Renewal
      Notice**”).





2.           Duties.  During
      the term of this Agreement, whether Initial Term or a Successor Term, Employee
      shall serve as President and Chief Executive Officer, and in such additional
      capacities appropriate to his responsibilities and skills as shall be designated
      by the Company, through action of its Board of Directors (the
“**Board**”).  During the Initial Term and any Successor
      Term, Employee will devote no less than 150 hours per month to the performance
      of his duties hereunder. The Company recognizes that, from time to time, the
      Employee will have business endeavors outside of his employment hereunder,
      *provided*, Employee will not engage in any other business, profession or
      occupation for compensation or otherwise which would conflict with the rendition
      of such services hereunder, without the prior written consent of the Board
      of
      Directors, *provided*, *further*, if the Employee shall present
      opportunites to the Board from time to time, and the Board elects not to pursue
      such opportunities, the Employee may pursue such opportunity during his
      free-time, outside of his scope of employment hereunder.





3.           Compensation;
      Bonus; Benefits.





a.      Fixed
      Compensation.  For the services to be rendered by Employee under
      this Agreement, the Company shall pay Employee a fixed compensation of $150,000
      per year (inclusive of any amounts subject to federal or state employment
      related withholding requirements), payable in arrears in equal bi-weekly
      installments or otherwise as the parties may agree (“**Fixed
      Compensation**”).  Employee may, from time to time, be eligible
      for a merit-based increase in his or her Fixed Compensation, as the Board,
      in
      its sole discretion, shall determine.





b.      Bonus.  Each
      year, Employee may receive a bonus to be paid at the discretion of the
      disinterested members of the Board (“**Bonus
      Compensation**”).





c.     Vacation.  During the term of
      this Agreement, Employee shall be entitled to fully paid vacation per calendar
      year, sick days, and holidays, as are generally made available to other senior
      executives of the Company. **Employee**(x)
      shall not be entitled to receive monetary or other valuable consideration for
      vacation time, sick days, or holidays to which he is entitled but does not
      take
      (including unused time upon termination or expiration of this Agreement), and
      (y) shall not be entitled to apply unused vacation, sick days, or
      holidays from one year for use in the following calendar year, i.e., the Company
      has a “use it or lose it policy,” unless the Employee was directed in writing by
      the Board to forego his vacation, in which case up to one week may be carried
      over.  The timing of vacation periods shall be within the discretion
      of the Company, reasonably exercised so as not to unnecessarily inconvenience
      Employee.





d.      Sale
      of Business.  In the event the business is sold (whether by
      merger, sale of substantially all of its assets, a sale of more than 51% of
      the
      outstanding capital stock, or otherwise), Employee may receive an additional
      bonus to be determined and paid at the discretion of the members of the
      Board.





4.           Termination
      of Employment.





a.      Termination
      by the Company for Cause.  The Company may terminate Employee’s
      employment hereunder for Cause (as defined below) upon furnishing written notice
      to Employee, *provided*that if the basis for the Company so terminating
      Employee is described by clauses (i) or (ii) below, Employee shall have
      been given prior written notice of any proposed termination for Cause, which
      notice shall specify in reasonable detail the circumstances claimed to provide
      the basis for such termination, and Employee shall not have corrected such
      circumstances, in a manner reasonably satisfactory to the Company, within
      thirty (30) days of receipt of such written notice.  For purposes
      of this Agreement, “Cause” shall mean any of the following events:





i.        
      Employee’s willful misconduct or gross negligence;





ii.        Employee’s
      conscious disregard of his obligations hereunder or of any other written duties
      reasonably assigned to him by the Board; or





iii.       Employee’s
      commission of any act involving fraud or a determination that Employee has
      demonstrated a dependence upon any addictive substance, including alcohol,
      controlled substances, narcotics or barbiturates.





Except
      for any earned but unpaid Fixed Compensation through the date of any such
      termination under this Section 4.a., the Company shall be under no further
      obligation hereunder and Employee shall not be entitled to receive any other
      payments or benefits under this Agreement if terminated for Cause.




b.      Termination
      by Company Without Cause.  The Company may terminate Employee’s
      employment hereunder for any reason.  A termination “without Cause”
shall mean a termination of Employee’s employment by the Company other than due
      to death or disability as described in Section 4.c. or for Cause as described
      in
      Section 4.a.





c.      Death
      or Disability.  Employee’s employment hereunder shall
      automatically terminate in the event of Employee’s death or Disability (as such
      term is defined in Section 7.a. below).





d.     Termination by
      Employee.  Employee’s employment hereunder, may be terminated by
      Employee for any reason following the delivery of a notice of termination to
      the
      Company.  Upon a termination by Employee pursuant to this Section
      4.d., Employee shall be entitled to any earned but unpaid Fixed Compensation
      through the date of such termination and shall have no further rights to any
      compensation (including any Fixed Compensation or Bonus Compensation) or any
      other benefits under this Agreement.





e.     Payments
      upon Terminationwithout Cause;Non-Renewal byCompany; or
      Death or Disability.  If (i) Employee’s employment is terminated
      by the Company without Cause, (ii) the Company shall deliver a Non-Renewal
      Notice to Employee pursuant to Section 1 above, or (iii) upon death or
      Disability (as referenced in 4.c. above), then, in addition to any earned but
      unpaid Fixed Compensation through the date of such termination, but subject
      to
      Employee’s compliance with this Agreement, Employeeshall continue to receive
      regular installments of his Fixed Compensation payable on the Company’s regular
      payroll dates for a period of twelve (12) months from the date of termination
      (the “**Severance Period**”).  Upon expiration of the
      Severance Period, the Company shall be under no further obligation hereunder
      and
      Employee shall not be entitled to receive any other payments or benefits under
      this Agreement.





5.           Non-Disclosure;
      Prohibited Activities.





a.      Confidentiality;
      Return of Company Property.**** During Employee’s
      employment with the Company (including employment with the Company prior to
      the
      date of this Agreement), Employee has been and/or will be exposed to and has
      received or will receive confidential and proprietary information of the Company
      or its Affiliates (as such term is defined in Section 7.a.
      below),****including but not limited to lists of Customers
      (as such term is defined in Section 7.a. below) or proposed Customers,
      Inventions, technical information, computer software, know-how, processes,
      business and marketing plans, strategies, training and operational procedures,
      information concerning the Company’s products, promotions, development,
      financing, business policies and practices, formulae, patterns, compilations,
      programs, devices, methods, techniques, or processes, and other forms of
      information in the nature of trade secrets (collectively, the
“**Confidential Information**”).  Employee agrees that
      during the course of his or her employment with the Company and until the date
      ending ten (10) years following the termination of his or her employment
      (including expiration upon non-renewal), Employee will keep Confidential
      Information confidential and, except as necessary during the course of his
      or
      her employment, will not disclose any Confidential Information to any person
      or
      entity or, directly or indirectly, use for his or her own account, any
      Confidential Information.  Upon the termination of employment,
      Employee promptly will supply to the Company all property (including all files,
      Customer lists, etc.) that has been produced or received by Employee during
      his
      or her employment with the Company, whether or not related to the Confidential
      Information.  The obligations of this Section 5.a. will be in addition
      to any other agreements that Employee has entered into with the Company
      regarding the receipt of Confidential Information.





b.      Non-Solicitation;
      Non-Disparagement.****Employee will not, during the term
      of this Agreement (whether the Initial or any Successor Term) and for the two
      (2) year period following the termination Employee’s employment (including
      expiration of this Agreement upon non-renewal), directly or indirectly: (i)
      solicit for employment, or employ any person who, at the time of such
      solicitation or employment, is employed by the Company or its Affiliates or
      was
      employed by the Company or its Affiliates during the twelve month period prior
      to the solicitation or employment or induce or attempt to induce any person
      to
      terminate his employment with the Company or its Affiliates; (ii) do business
      with or solicit Customers, except as necessary during the course of his or
      her
      new employment, or engage in any
      activity intended to terminate, disrupt or interfere with the Company’s
      relationships with its Customers; and (iii) engage in any conduct or make any
      statement disparaging or criticizing the Company or any Affiliate of the
      Company, or any products or services offered by the Company or any Affiliate
      of
      the Company.








c.      Non-Competition.  During
      the term of this Agreement (whether the Initial or any Successor Term) and
      for
      the two (2) year period following the termination of Employee’s employment for
      any reason (including expiration of this Agreement upon non-renewal and
      termination while an “at will” employee), Employee will not, and Employee will
      cause its Affiliate to not, directly or indirectly, alone or in conjunction
      with
      any other person or entity, own, manage, operate or control or participate
      in
      the ownership, management, operation or control of, or become associated, as
      an
      employee, director, officer, advisor, agent, consultant, principal, partner,
      member or independent contractor with or lender to, any person or entity engaged
      in or aiding others to engage in the Business (as defined below) located within
      any state in which the Company or its Affiliates manufactures or sells
      products,*provided*, *however*, the Company acknowledges that the
      Employee presented a proposal to the Board to purchase Jim Walter Company’s
      retail dealerships for site-built and modular home homes, and the Board elected
      not to pursue such opportunity and authorized Employee to pursue such
      opportunity as a potential owner or acquisition consultant, free of restriction
      hereunder.





The
      term “Business” means the design,
      manufacture, distribution, and sales of factory-built housing, including
      modular, mobile and other manufactured homes.





d.      Divisibility
      of Covenant Period.  If any covenant contained in this Agreement
      is held to be unreasonable, arbitrary or against public policy, such covenant
      shall be considered divisible both as to time, Customers, competitive services
      and geographical area, such that each month within the specified period shall
      be
      deemed a separate period of time, each Customer a separate customer, each
      competitive service a separate service and each geographical area a separate
      geographical area, resulting in an intended requirement that the longest lesser
      time and largest lesser customer base, service offering and geographical area
      determined not to be unreasonable, arbitrary or against public policy shall
      remain effective and be specifically enforceable against Employee.





e.      Enforcement.
      Employee acknowledges that (i) the Confidential Information is a valuable asset
      of the Company and use of such Confidential Information would allow Employee
      to
      unfairly compete against the Company, (ii) the restrictions contained in this
      Agreement are reasonable in scope and are necessary to protect the Company’s
      legitimate interests in protecting its business, and (iii) any violation of
      the
      restrictions contained in this Agreement will cause significant and irreparable
      harm to the Company for which the Company has no adequate remedy at
      law.  The parties agree that damages at law, including, but not
      limited to monetary damages, will or may be an insufficient remedy to the
      Company and that (in addition to any remedies that are available to Company,
      all
      of which shall be deemed to be cumulative and retained by Company and not waived
      by the enforcement of any remedy available hereunder) the Company shall also
      be
      entitled to obtain injunctive relief, including but not limited to a temporary
      restraining order, a temporary or preliminary injunction or a permanent
      injunction, to enforce the provisions of this Agreement, as well as an equitable
      accounting of and constructive trust for all profits or other benefits arising
      out of or related to any such violation, all of which shall constitute rights
      and remedies to which the Company may be entitled.





f.      Intent
      of Parties; Survival.   The covenants of Employee contained
      in this Section 5 and in Section 6 below shall be construed as agreements
      independent of any other provision of Employee’s
      employment (including employment under this Agreement) and the existence of
      any
      claim of Employee against the Company shall not constitute a defense to the
      enforcement by the Company of any covenant contained in this
      section.  The covenants contained in this Section 5 and in Section 6
      below shall survive termination, expiration, non-renewal or cancellation of
      this
      Agreement.








6.           Inventions.





a.      “Inventions”
      includes any and all new or useful art, discovery, improvement, technical
      development, or invention, whether or not patentable, and all related know-how,
      designs, mask works, trademarks, formulae, processes, manufacturing techniques,
      trade secrets, ideas, artworks, software or other copyrightable or patentable
      work which are made, conceived or reduced to practice by Employee or under
      Employee’s direction or jointly with others during and in connection with
      Employee’s relationship with the Company, whether or not during normal working
      hours or on Employee’s premises.





b.      Employee
      agrees to promptly disclose every Invention to Company.  Employee
      hereby assigns and agrees to assign to Company or its designee its entire right,
      title and interest worldwide in all such Inventions and any associated
      intellectual property rights.





c.      Employee
      agrees to assist Company in any reasonable manner to obtain and enforce for
      Company's benefit patents, copyrights, maskworks, and other property rights
      in
      any and all countries, and Employee agrees to execute, when requested, patent,
      copyright or similar applications and assignments to Company and any other
      lawful documents deemed necessary by Company to carry out the purpose of this
      Agreement.  If called upon to render assistance under this paragraph,
      Employee will be entitled to a fair and reasonable fee in addition to
      reimbursement of authorized expenses incurred at the prior written request
      of
      Company.  In the event that Company is unable for any reason to secure
      Employee’s signature to any document required to apply for or execute any
      patent, copyright or other applications with respect to any Inventions
      (including improvements, renewals, extensions, continuations, divisions or
      continuations in part thereof), Employee hereby irrevocably designates and
      appoints Company and its duly authorized officers and agents as its agents
      and
      attorneys-in-fact to act for and in its behalf and instead of Employee, to
      execute and file any such application and to do all other lawfully permitted
      acts to further the prosecution and issuance of patents, copyrights, maskworks
      or other rights thereon with the same legal force and effect as if executed
      by
      Employee.





7.            Miscellaneous
      Provisions.





a.          Definitions.





i.      Affiliate:  The
      term “Affiliate” when used in this Agreement shall mean any other person or
      entity that directly or indirectly controls, or is under common control with,
      or
      is controlled by the specified person or entity, and if a natural person rather
      than an entity, any member of the immediate family of such
      individual.  As used in this definition, “control” (including,
      with its correlative meanings, “controlled by” and “under common
      control with”) shall mean possession, directly or indirectly, of power to
      direct or cause the direction of management or policies (whether through
      ownership of securities or partnership or other ownership interests, by
      contract, or otherwise) and “immediate family” shall mean any parent,
      child, grandchild, spouse, or sibling.





ii.           Customers:****The
      term “Customers” when used in this Agreement****shall mean
      those persons who, at any time during Employee’s course of employment with the
      Company are or were customers, clients, sales agents, or sales representatives
      of the Company, predecessors of the Company, or Affiliates of the Company,
      as
      well as any prospective customers, clients, sales agents, or sales
      representatives of the Company or Affiliates of the Company, which were
      identifiable and known to Employee during his employment with the
      Company.




iii.          Disability.  The
      term “Disability” when used in this Agreement means that an independent
      physician selected by the Board or its designee has determined that Employee
      has
      been substantially unable to render to the Company services of the character
      contemplated by Section 2 above, by reason of a physical or mental illness
      or
      other condition, for more than sixty (60) consecutive days or for shorter
      periods aggregating more than 120 days in any period of twelve (12) consecutive
      months.




iv.          “Trading
      Market” means the following markets or exchanges on which the Common Stock
      is listed or quoted for trading on the date in question: the American Stock
      Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
      Select Market, the New York Stock Exchange or the OTC Bulletin
      Board.




v.           “VWAP”
      means, for any date, the price determined by the first of the following clauses
      that applies: (a) if the common stock is then listed or quoted on a Trading
      Market, the daily volume weighted average price of the common stock for such
      date (or the nearest preceding date) on the Trading Market on which the common
      stock is then listed or quoted for trading as reported by Bloomberg Financial
      L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m.
      (New York City time)); (b) if the OTC Bulletin Board is not a Trading Market,
      the volume weighted average price of the common stock for such date (or the
      nearest preceding date) on the OTC Bulletin Board; (c) if the common stock
      is
      not then quoted for trading on the OTC Bulletin Board and if prices for the
      common stock are then reported in the “Pink Sheets” published by Pink Sheets,
      LLC (or a similar organization or agency succeeding to its functions of
      reporting prices), the most recent bid price per share of the common stock
      so
      reported; or (d) in all other cases, the fair market value of a share of common
      stock as determined by an independent appraiser selected by the Board of
      Directors of the Company, the fees and expenses of which shall be paid by the
      Company.





b.  Notices.  All
      notices under this Agreement shall be in writing and shall be considered as
      properly given or made if hand delivered, sent by certified mail, overnight
      delivery service, facsimile or e-mail and addressed to the location set forth
      in
      the preamble to this Agreement or to such other address as any party may have
      designated by like notice furnished to all other parties hereto.  All
      notices shall be deemed effective when deposited in the U.S. mail, received
      by
      an overnight carrier or other delivery service or, when sent by facsimile or
      e-mail, when confirmation of delivery is obtained by the sender.





c.  Assignment.   This
      Agreement, including, but not limited to the agreements contained in Section
      5
      regarding non competition, confidentiality, non-disparagement and non
      solicitation, shall be assignable by the Company without the prior written
      consent of Employee.  This Agreement shall inure to the benefit of and
      be enforceable by the successors and assigns of the Company, including any
      successor or assign to all or substantially all of the business and/or assets
      of
      the Company, whether direct or indirect, by purchase, merger, consolidation,
      acquisition of stock or otherwise.  This is a personal service
      contract which shall not be assignable by Employee.





d.       Application of Florida Law;
      Jurisdiction.  This Agreement, and the application or
      interpretation thereof, shall be governed exclusively by its terms and by the
      laws of the State of Florida.  Venue for all purposes shall be deemed
      to lie within Hillsborough County, Florida.  The parties agree that
      this Agreement is one for performance in Florida.  The parties to this
      Agreement agree that they waive any objection, constitutional, statutory or
      otherwise, to a Florida court’s exercise of jurisdiction over any dispute
      between them and specifically consent to the jurisdiction of the Florida
      courts.  By entering into this Agreement, the parties, and each of
      them understand that they may be called upon to answer a claim asserted in
      a
      Florida court.





e.      Legal
      Fees and Costs.  If a legal action is initiated by any party to
      this Agreement against the other party arising out of or relating to the alleged
      performance or non-performance of any right or obligation established hereunder,
      any and all fees, costs and expenses reasonably incurred by each successful
      party or its legal counsel in investigating, preparing for, prosecuting,
      defending against, or providing evidence, producing documents or taking any
      other action in respect of, such action shall be the obligation of and shall
      be
      paid or reimbursed by the unsuccessful party.





f.      Waiver
      of Jury Trial. The parties hereby acknowledge that any dispute arising out
      of this Agreement will necessarily include various complicated legal and factual
      issues and therefore knowingly, voluntarily and intentionally waive trial by
      jury in any litigation in any court with respect to, in connection with or
      arising out of this Agreement, or the validity, interpretation, or enforcement
      hereof.





g.      Waiver.
      The waiver by the Company of a breach of this Agreement shall not be construed
      as a waiver of any subsequent breach by Employee. The refusal or failure of
      the
      Company to enforce the restrictive covenants contained herein or contained
      in
      any other similar agreement against any other employee, agent, or independent
      contractor of the Company, for any reason, shall not constitute a defense to
      the
      enforcement of this Agreement by the Company against Employee, nor shall it
      give
      rise to any claim or cause of action by such Employee against the
      Company.





h.      Acknowledgments:  Employee
      acknowledges that he has been provided with a copy of this Agreement for review
      prior to signing it, that the Company has encouraged Employee to have this
      Agreement reviewed by his attorney prior to signing it and that Employee
      understands the purposes and effects of this Agreement.





i.      Entire
      Agreement; Amendment.  This Agreement is the entire understanding
      of the parties with respect to the subject matter hereof and merges all prior
      communications, understandings, and agreements, whether written or
      oral.  This Agreement shall not be modified except by a subsequently
      dated written amendment to this Agreement, signed on behalf of both parties
      by
      their duly authorized representatives.





j.      Severability.  If
      any provision of this Agreement is held by a court of competent jurisdiction
      to
      be contrary to law or public policy or otherwise unenforceable, the remaining
      provisions shall remain in full force and effect and the invalid provision
      shall
      remain in force as reformed by the court.





k.      Counterparts.  This
      Agreement may be executed in any number of counterparts, by means of multiple
      signature pages each containing less than all required signatures, and by means
      of facsimile signatures, each of which shall be deemed an original, but all
      of
      which together shall constitute one and the same document.








[***Signature
      Page Follows***]





[***Signature
      Page to Employment Agreement***]

















**DEER
      VALLEY
      CORPORATION**




By:


Name:


Its:




**EMPLOYEE**




_______________________________________


Charles
      G.
      Masters


3400
      82nd Way
      North


Saint
      Petersburg,
      Florida  33710