Exhibit 10.28



                            SHARE EXCHANGE AGREEMENT

     This  Share  Exchange  Agreement (the "AGREEMENT") dated as of November 16,
                                            ---------
2006  is  by  and  between  Deer  Valley Corporation, a Florida corporation (the
"COMPANY"), having a principal place of business at 4902 Eisenhower Blvd., Suite
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185, Tampa, FL 33634 and Vicis Capital Master Fund (the "SHAREHOLDER") having an
                                                         -----------
address  at  25  East  78th  Street,  New  York,  New  York  10021.

     WHEREAS,  the  Shareholder is the holder of 750,000 shares of Common Stock,
par  value  $0.01  per  share,  of  the  Company  (the  "COMMON  STOCK");
                                                         -------------

     WHEREAS, Shareholder wishes to exchange the Common Stock for 750,000 shares
of the Company's Series E Convertible Preferred Stock, $.01 Par Value ("SERIES E
                                                                        --------
PREFERRED  STOCK"), and a Series F Common Stock Purchase Warrants (the "SERIES F
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WARRANTS")  in  the  form  of  EXHIBIT  "A"  attached  hereto  attached  hereto.
--------

     NOW,  THEREFORE,  in  consideration  of  the  foregoing,  and  of  the
representations,  warranties,  covenants  and  agreements  contained herein, and
intending  to  be  legally  bound  hereby,  the  parties  hereto hereby agree as
follows:

                                   ARTICLE 1

                                  THE EXCHANGE
                                  ------------

     Section  1.1  Transfer  and Exchange. Subject to and in accordance with the
                   ----------------------
terms and conditions of this Agreement, at the Closing (as hereinafter defined),
(a)  the  Shareholder  shall  tender  and  deliver  the to the Company valid and
---
marketable  title  to  the  Common  Stock,  free  and  clear of all liabilities,
obligations,  claims,  liens  and  encumbrances  (except  for  those  imposed by
applicable  securities  laws),  by  delivering  to the Company one or more stock
certificates  representing  the  Common  Stock,  duly  endorsed  in  blank  or
accompanied  by one or more stock powers duly endorsed in blank, and in form for
transfer  satisfactory  to  counsel  for  the Company, and (b) the Company shall
                                                           ---
issue  to  the  Shareholder  750,000  shares of Series E Preferred Stock and the
Series  F  Warrants,  duly  authorized  for  issuance, and free and clear of all
liens,  encumberances  and restrictions of any kind (except for those imposed by
applicable  securities  laws).

     Section  1.2  Closing.  The  closing  of the transactions described in this
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Agreement  shall  take  place  at the offices of Bush Ross, P.A. 220 S. Franklin
Street,  Tampa,  Florida 33602 at 9:00 a.m., Eastern Time, on November 16, 2006,
or  on such other business day, and at such location, as may be agreed to by the
Company and the Shareholder (such closing, the "Closing" and such date and time,
                                                -------
the  "Closing  Date").
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<PAGE>

                                   ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     Section  2.1  Organization and Authority. The Company is a corporation duly
                   -------------------------
organized, validly existing, and in good standing under the laws of the State of
Florida.  The Company has all requisite corporate power and authority to execute
and  deliver  this  Agreement  and  to  consummate the transactions contemplated
hereby.  All  necessary  action,  corporate  or otherwise, required to have been
taken by or on behalf of the Company by applicable law, its charter documents or
otherwise to authorize (a) the approval, execution and delivery on behalf of the
                       ---
Company  of  this Agreement and the agreements, certificates and other documents
contemplated  hereby,  including,  without  limitation,  the  issuance, sale and
delivery  of  the Series E Preferred Stock and the Series F Warrants and (b) the
                                                                         ---
performance  by  the Company of its obligations under this Agreement, including,
without  limitation,  the  issuance, sale and delivery of the Series E Preferred
Stock  and  the  Series  F  Warrants,  and  the consummation of the transactions
contemplated  by  this Agreement hereof has been taken. This Agreement issued at
the  Closing constitute valid and binding agreements of the Company, enforceable
against the Company in accordance with their respective terms, except (x) as the
                                                                      ---
same  may be limited by applicable bankruptcy, insolvency, moratorium or similar
laws  of  general application relating to or affecting creditors' rights and (y)
                                                                             ---
for  the  limitations  imposed  by  general  principles  of  equity.

     Section  2.2  The Exchanged Shares. Upon delivery to the Shareholder at the
                   --------------------
Closing  of  certificates representing the Series E Preferred Stock and Series F
Warrants,  and  upon  receipt  by  the  Company  of the Common Stock in exchange
therefor,  (a) good and valid title to the Series E Preferred Stock and Series F
           ---
Warrants  will  pass  to  the  Shareholder,  free  and  clear  of  all liens and
restrictions  of  any  kind  (except  for those imposed by applicable securities
laws)  and  (b)  the Series E Preferred Stock and Series F Warrants will be duly
           ----
authorized  and  validly  issued,  fully  paid  and  nonassessable.

                                   ARTICLE 3

                REPRESENTATIONS AND WARRANTIES OF THESHAREHOLDER
                ------------------------------------------------

     Section  3.1  Investment  Representation.  The Series E Preferred Stock and
                   --------------------------
Series  F  Warrants  are  being  acquired for the Shareholder's own account, for
investment  and  not  with  a  view  to,  or  for  resale  in connection with, a
distribution or public offering thereof within the meaning of the Securities Act
of  1933,  as  amended  (the  "SECURITIES  ACT")  or applicable state securities
                               ---------------
laws.

     Section  3.2  Transfer  Restrictions under Securities Laws. The Shareholder
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understands  that  none of the common stock issuable upon conversion or exercise
of  the Series E Preferred Stock or Series F Warrants have been registered under
the  Securities  Act,  or  qualified  under  any  state  securities  laws.  The
Shareholder  understands  that  the  resale  of the Series E Preferred Stock and
Series  F  Warrants  or  common  stock  issuable  upon  exercise of the Series E
Preferred  Stock  or  Series  F Warrants may be restricted indefinitely unless a
subsequent  disposition  thereof  is  registered  under  the  Securities Act and
registered  under  any state securities law or is exempt from such registration.

<PAGE>

Certificates  representing  the  Series  E Preferred Stock and Series F Warrants
shall  be  endorsed with the following legend, and any other legends required by
applicable  securities  laws:

               THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT
               BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
               (THE  "ACT"),  AND ARE "RESTRICTED SECURITIES" AS DEFINED IN
               RULE  144  PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT
               BE  SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT
               (I)  IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
               FOR  THE  SHARES  UNDER  THE ACT, OR (II) IN COMPLIANCE WITH
               RULE  144  OR  (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM
               THE  REGISTRATION  REQUIREMENTS  UNDER  THE  ACT.

The  Company may instruct its transfer agent not to register the transfer of the
Series  E  Preferred Stock or Series F Warrants, unless the conditions specified
in  the  foregoing  legend  are  satisfied.

     Section  3.3  Accredited Investor Status. The Shareholder is an "Accredited
                   --------------------------
Investor"  as that term is defined in Rule 501 of Regulation D promulgated under
the  Securities  Act.  The  Shareholder  is  able  to  bear the economic risk of
acquiring  the  Series  E  Preferred Stock and Series F Warrants pursuant to the
terms  of  this  Agreement,  including  a  complete  loss  of  the Shareholder's
investment  in  the  Series  E  Preferred  Stock  and  Series  F  Warrants.

     Section  3.4  Authority.  The  Shareholder  has  all  requisite  power  and
                   ---------
authority  to  execute  and  deliver  this  Agreement  and  to  consummate  the
transactions  contemplated hereby. All necessary action, corporate or otherwise,
required  to  have  been  taken by or on behalf of the Shareholder by applicable
law, its charter documents or otherwise to authorize (a) the approval, execution
                                                     ---
and  delivery on behalf of it of this Agreement and (b) the performance by it of
                                                    ---
obligations  under  this  Agreement  and  the agreements, certificates and other
documents  contemplated  hereby,  and  the  consummation  of  the  transactions
contemplated  hereby  and  thereby  has been taken. This Agreement constitutes a
valid  and  binding  agreement  of  the  Shareholder,  enforceable against it in
accordance  with  its  terms.

     Section  3.5  No  Conflicts.  Neither  the  execution  and delivery of this
                   -------------
Agreement  nor the consummation and performance of the transactions contemplated
hereby to be performed or satisfied on the part of the Shareholder is prevented,
limited  by,  conflicts  with,  or  will  result  in,  a  breach  of  the terms,
conditions,  or  provisions of any agreement to which the Shareholder is a party
or  any  law,  rule,  regulation,  or  order  of any court or government agency.

     Section 3.6 Good Title to Common Stock. The Shareholder is the lawful owner
                 --------------------------
of  the  Common Stock and the Shareholder has good title thereto, free and clear
of  all  liens,  claims  and  encumbrances  of  any  kind.

     Regulation  M.  Without  any  specific  knowledge  of the activities of the
     -------------
Company  which  may  impact  such  analysis,  to  the  best of its knowledge and
believe, neither the Shareholder nor any "affiliated purchaser" (as such term is
defined  in  Regulation  M under the Securities Exchange Act of 1934, as amended
(the  "EXCHANGE  ACT")) is on the date hereof engaged in a distribution, as such
term  is  used  in  Regulation  M,  of  any  securities  of  the  Company.

<PAGE>

                                   ARTICLE 4

                                  MISCELLANEOUS
                                  -------------

     Section  4.1  Binding Effect; Benefit. This Agreement shall be binding upon
                   -----------------------
and  shall  inure  to  the  benefit  of  the parties hereto and their respective
permitted  successors  and  assigns.  Notwithstanding anything contained in this
Agreement  to  the  contrary,  nothing in this Agreement, express or implied, is
intended  to  confer  on  any  person  other  than  the  parties hereto or their
respective permitted successors and assigns any rights, remedies, obligations or
liabilities  under  or  by  reason  of  this  Agreement.

     Section  4.2  Entire  Agreement. This Agreement, the exhibits and schedules
                   -----------------
hereto  and  any  documents  delivered  by  the  parties  in connection herewith
constitute  the  entire  agreement among the parties with respect to the subject
matter  hereof  and  supersede all prior agreements and understandings (oral and
written)  among  the  parties  with  respect  thereto.

     Section  4.3  Governing  Law.  This  Agreement  shall  be  governed  by and
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construed  in accordance with the laws of the State of Florida without regard to
its rules of conflict of laws. Each of the parties hereto hereby irrevocably and
unconditionally  consents  to submit to the exclusive jurisdiction of the courts
of the State of Florida and of the United States of America located in the State
of  Florida (the "Florida Courts") for any litigation arising out of or relating
                  --------------
to  this  Agreement  and the transactions contemplated hereby (and agrees not to
commence  any  litigation  relating  thereto  except in such courts), waives any
objection  to  the  laying of venue of any such litigation in the Florida Courts
and  agrees  not  to  plead or claim that such litigation brought in any Florida
Court  has  been  brought  in  an  inconvenient  forum.

     Section 4.4 Remedies; Specific Performance. The Company and the Shareholder
                 ------------------------------
may  take  all  steps necessary or advisable to protect and enforce their rights
hereunder,  whether  by  action, suit or proceeding at law or in equity, for the
specific  performance  of any covenant, condition or agreement contained herein,
or  in  aid of the execution of any power herein granted, or for the enforcement
of  any  other appropriate legal or equitable remedy or otherwise as the Company
or  the  Shareholder  shall  deem  necessary  or  advisable.  No right or remedy
hereunder  shall  be exclusive of any other right, power or remedy, but shall be
cumulative  and  in  addition  to  any other right or remedy hereunder or now or
hereafter existing by law or in equity and the exercise by a party hereto of any
one  or  more  of  such  rights,  powers  or  remedies  shall  not  preclude the
simultaneous  exercise  of  any or all of such other rights, powers or remedies.
Any  failure to insist upon the strict performance of any provision hereof or to
exercise  any  option,  right,  power  or  remedy  contained  herein  shall  not
constitute  a  waiver  or  relinquishment  thereof  for  the  future.

     Section  4.5  Counterparts.  This  Agreement may be executed by the parties
                   ------------
hereto  in  separate  counterparts, each of which when so executed and delivered
shall  be  an  original, but all such counterparts shall together constitute one
and  the  same  instrument.

<PAGE>

     Section  4.6  Headings.  Headings of the Sections of this Agreement are for
                   --------
the  convenience  of  the  parties  only,  and  shall be given no substantive or
interpretive  effect  whatsoever.

     Section 4.7 Interpretation. In this Agreement, unless the context otherwise
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requires, words describing the singular number shall include the plural and vice
versa,  and  words  denoting  any  gender  shall  include  all genders and words
denoting  natural  persons  shall include corporations and partnerships and vice
versa.

     Section  4.8  Incorporation  of  Exhibits  and  Schedules. All exhibits and
                   -------------------------------------------
schedules  hereto  are hereby incorporated herein and made a part hereof for all
purposes  as  if  fully  set  forth  herein.

     Section  4.9 Severability. Any term or provision of this Agreement which is
                  -----------
invalid  or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
rendering  invalid  or  unenforceable the remaining terms and provisions of this
Agreement.

     Section  4.10  Attorneys'  Fees  and  Court  Actions.  If a legal action is
                    -------------------------------------
initiated  by  any  party  to  this Agreement against another, arising out of or
relating  to  the  alleged  performance  or  non-performance  of  any  right  or
obligation  established  hereunder,  or any dispute concerning the same, any and
all fees, costs and expenses reasonably incurred by each prevailing 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 joint and several obligation of, and shall be paid
or  reimbursed  by,  the  nonprevailing  party.

<PAGE>

     IN  WITNESS WHEREOF, the Company and Shareholder have caused this Agreement
to  be  executed  and  delivered  by  their  respective officers, thereunto duly
authorized.


                            DEER  VALLEY  CORPORATION

                            By:
                               ------------------------------------------
                               Charles  G.  Masters,  President  and  CEO

                            VICIS  CAPITAL  MASTER  FUND

                            By:  Vicis  Capital,  LLC


                            By:
                               ------------------------------------------
                               Shad  Stastney,  Managing  Director

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