Exhibit 4.05



                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF INCORPORATION OF
                             DEER VALLEY CORPORATION

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES E 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 Certificate of
Incorporation  and  Bylaws,  has  and  hereby  authorizes  a  series  of  the
Corporation's  previously  authorized Preferred Stock, par value $0.01 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 E CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT

     1,000,000  shares  of  the  authorized  and unissued Preferred Stock of the
Corporation  are  hereby  designated "SERIES E CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications,  and  limitations.

     1.  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 E Convertible
     Preferred  Stock  shall be entitled, subject to the limitation set forth in
     Section  1(b)  below,  to  cast  the number of votes equal to the number of
     ------------
     whole  shares  of  common  stock,  par  value $0.01 of the Corporation (the
     "COMMON  STOCK")  into  which  the shares of Series E 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 Sections 1(b) and (c) below,
                                                    ------------      ---
     holders  of  Series  E 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  E  Convertible  Preferred  Stock  shall  be  limited in
     accordance  with  Section  5  hereof,  so  that  each  holder  of  Series E
                       ----------
     Convertible  Preferred  Stock  shall be entitled to vote only the number of
     votes  equal  to  the number of whole shares of Common Stock into which the
     shares  of  Series  E 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.

<PAGE>

          c.  Limitations on Corporate Action. At any time when shares of Series
              -------------------------------
     E  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 E 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  E
          Convertible  Preferred  Stock;  or

               (ii)  alter or change the voting or other powers, preferences, or
          other  rights, privileges, or restrictions of the Series E Convertible
          Preferred  Stock  contained  herein  (by  merger,  consolidation,  or
          otherwise).

     2.  Dividends.  Each  holder  of one or more shares of Series E Convertible
         ---------
Preferred  Stock shall be entitled to receive, when and as declared by the Board
of  Directors,  if at all, dividends on a parity with each holder of one or more
shares  of  the  Common  Stock.

     3. Liquidation, Dissolution, or Winding-Up; Certain Mergers, Consolidations
        ------------------------------------------------------------------------
and  Asset  Sales.
-----------------

          a. Payments to Holders of Series E 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 E 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  and  the  Aggregate  Series  C
     Liquidation  Preference  Payment  (as  such  terms  are  defined  in  the
     Certificate of Designation, Preferences, and Rights of Series A Convertible
     Preferred  Stock  of  the  Corporation  (the  "SERIES  A  PREFERRED  STOCK
     CERTIFICATE  OF  DESIGNATION")  and  the  Certificate  of  Designation,
     Preferences,  and  Rights  of  Series  C Convertible Preferred Stock of the
     Corporation  (the  "SERIES  C PREFERRED STOCK CERTIFICATE OF DESIGNATION"))
     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
     E  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 Two Thousand and No/100 Dollars ($2,000)(the
     amount  payable pursuant to this sentence is hereinafter referred to as the
     "SERIES  E  LIQUIDATION PREFERENCE AMOUNT"). If, upon any such liquidation,
     dissolution,  or  winding  up  of  the  Corporation  (and  after the entire
     Aggregate  Series A Liquidation Preference Payment and the Aggregate Series
     C Liquidation Preference Payment have been paid to the holders of shares of

<PAGE>

     Series  A  Preferred  Stock and the Series C Preferred Stock) the remaining
     assets available for distribution to its stockholders shall be insufficient
     to  pay  the  holders of shares of Series E Convertible Preferred Stock and
     any  class  or  series of stock ranking on liquidation on a parity with the
     Series E Convertible Preferred Stock, the full preferential amount to which
     they  shall  be  entitled,  the  holders  of shares of Series E Convertible
     Preferred  Stock and any class or series of stock ranking on liquidation on
     a parity with the Series E Convertible Preferred Stock, which shall include
     all  other  Preferred  Stock  of  the  Corporation  other than the Series A
     Preferred  Stock  and  the  Series  C  Preferred  Stock  (the  "REMAINING
     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  Designation; (2) the holders of Series C
     Preferred  Stock  have been paid in full the Aggregate Series C Liquidation
     Preference  Payment,  as  set  forth  in  the  Series  C  Preferred  Stock
     Certificate  of  Designation;  and  (3)  the holders of remaining Preferred
     Stock  have  been  paid  in full the applicable liquidation amounts, as set
     forth in the applicable Preferred Stock Certificates of Designation and the
     holders  of Series E Convertible Preferred Stock have been paid in full the
     Series  E Liquidation Preference Amount pursuant to Section 3(a) above, the
                                                         -----------
     remaining net assets of the Corporation available for distribution shall be
     distributed  pro-rata  among  the holders of shares of Remaining Preferred,
     Series  E  Convertible  Preferred  Stock,  and  Common  Stock  on  an
     as-converted-to-common  stock  basis.

     4. Optional Conversion. The holders of Series E Convertible Preferred Stock
        -------------------
shall  have  the  conversion  rights  as  follows:

          a.  Right  to  Convert.  Each  share of Series E Convertible Preferred
              ------------------
     Stock shall be convertible, at the option of the holder thereof and subject
     to  the  conversion  cap  set  forth  in Section 5 below, at any time after
                                              ---------
     original  issuance,  and without the payment of additional consideration by
     the  holder  thereof,  into  One  (1)  share  of  Common  Stock.

          b.  Fractional  Shares.  No fractional shares of Common Stock shall be
              ------------------
     issued upon conversion of the Series E 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 shall be determined on the basis of the total
     number  of  shares of Series E 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  E Convertible Preferred Stock to
          voluntarily  convert  shares  of  Series E Convertible Preferred Stock
          into  shares  of  Common  Stock,  that  holder  shall  surrender  the
          certificate  or  certificates  for such shares of Series E 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

<PAGE>

          the  Corporation on account of the alleged loss, theft, or destruction
          of  such  certificate),  at  the  office of the transfer agent for the
          Series  E  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 E 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  E  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  E 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 E 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 E 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
          E  Convertible  Preferred  Stock  pursuant  to  this  Section  4.  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
          the  shares  of Series E 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.  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 E Convertible
     Preferred  Stock)  is  converted into or exchanged for securities, cash, or
     other  property, then, following any such reorganization, recapitalization,
     reclassification,  consolidation,  or  merger,  each  share  of  Series  E

<PAGE>

     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 E 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  4  with  respect  to the rights and
     interests  thereafter  of the holders of the Series E Convertible Preferred
     Stock,  to  the  end  that the provisions set forth in this Section 4 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  E  Convertible  Preferred  Stock.

          e.  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  E  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

               (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 E 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 E 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 E 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 E 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.

     5. Holder's Restriction on Conversion. The Corporation shall not effect any
        ----------------------------------
conversion  of  Series  E  Convertible  Preferred  Stock  for  a holder Series E
Convertible  Preferred Stock (a "HOLDER"), and a Holder shall not have the right
to  convert  any  Series E Convertible Preferred Stock, to the extent that after
giving  effect  to  the  conversion  set  forth  on  the  applicable  notice  of
conversion,  such  Holder  (together  with  such Holder's Affiliates (as defined
below),  and  any  other  person  or entity acting as a group together with such
Holder  or  any of such Holder's Affiliates) would beneficially own in excess of

<PAGE>

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 conversion of the Series E Convertible Preferred Stock with
respect  to which such determination is being made, but shall exclude the number
of  shares  of  Common  Stock  which  are  issuable  upon  (A) conversion of the
remaining,  unconverted  Series E Convertible Preferred Stock beneficially owned
by  such  Holder  or any of its Affiliates and (B) exercise or conversion of the
unexercised  or  unconverted  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 5,
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. To the extent
that  the  limitation  contained in this Section 5 applies, the determination of
whether  Series  E  Convertible  Preferred  Stock is convertible (in relation to
other securities owned by such Holder together with any Affiliates) and of which
principal amount of Series E Convertible Preferred Stock is convertible shall be
in  the  sole  discretion  of  such  Holder,  and  the submission of a notice of
conversion shall be deemed to be such Holder's determination of whether Series E
Convertible  Preferred  Stock  may be converted (in relation to other securities
owned by such Holder together with any Affiliates) and which principal amount of
Series  E  Convertible  Preferred  Stock is convertible, in each case subject to
such  aggregate  percentage  limitations.  To  ensure  compliance  with  this
restriction,  each  Holder  will  be deemed to represent to the Corporation each
time  it  delivers a notice of conversion that such notice of conversion has not
violated the restrictions set forth in this paragraph 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  conversion  of  Series E Convertible Preferred Stock held by the
Holder.  The Beneficial Ownership Limitation provisions of this Section 5 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 conversion of
Series  E  Convertible  Preferred Stock held by the Holder and the provisions of
this  Section  5  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 5
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 Series E Convertible Preferred Stock. "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 Holder will be deemed
to  be  an  Affiliate  of  such  Holder.

<PAGE>

     6.  Waiver.  Any  of  the  rights, powers, or preferences of the holders of
         ------
Series  E  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  E  Convertible  Preferred  Stock  then  outstanding.

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer of the Corporation on this ____ day of November, 2006.


                              DEER VALLEY CORPORATION


                              By:
                                  ---------------------------------------------
                                   Charles G. Masters, Chief Executive Officer



        [SIGNATURE PAGE TO SERIES E PREFERRED CERTIFICATE OF DESIGNATION]

<PAGE>