**Exhibit
      10.07**









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-**




Deer
      Valley Corporation, a Florida corporation (the “**Company**”),
      hereby certifies that, for value received, **_________**(the
“**Holder**”), or registered assigns, is the registered
      holder of a
      warrant (the “**Warrant**”) to subscribe for and purchase**250,000**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 $0.001 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 the date on the signature page of this Warrant,
      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 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, 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 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.




7.            Compliance
      with Securities Act and Investor Rights Agreement; Disposition ofWarrant
      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.




(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, 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
      (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.




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.









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 OfficerDated:
                May ___, 2007Address:
                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.**









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 Series F Common Stock Purchase Warrant (no. F-2), 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)