EXHIBIT 10.05


                                GUARANTY OF LOAN
                          DEERVALLEY ACQUISITIONS CORP.

     FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in
consideration  of  any  loan  or  other  financial  accommodation  heretofore or
hereafter  at  any  time  made  or granted to DEER VALLEY HOMEBUILDERS, INC., an
Alabama  corporation  (the  "Borrower"),  by  FIFTH  THIRD BANK, an Ohio banking
corporation  (herein,  together  with its successors and assigns, the "Lender"),
the  undersigned  agrees  that:

     1.     Undersigned  hereby  unconditionally  guarantees the full and prompt
payment  when  due,  whether  by  acceleration  or  otherwise,  and at all times
hereafter,  of:

          (a)     A  promissory  note (the "Note") of even date herewith secured
by  a  mortgage  (the  "Mortgage")  on real estate in Marion and Lamar Counties,
Alabama,  in  the  principal  amount  of  $2,000,000.00  plus  future  advances
thereunder,  as  provided  in  the  Note  and Mortgage, executed by Borrower and
payable  to  the  order  of  Lender;

          (b)     Any  and  all  extensions  or  renewals  of  the Note, and all
expenses,  including  attorneys'  fees,  incurred in the collection thereof, the
enforcement  of  rights  under any security therefor and the enforcement hereof,
including  Lender's  attorneys'  fees  and  costs  of any litigation and appeals
thereof;  and

          (c)     Any  indebtedness  resulting  from advances made on Borrower's
behalf  by  Lender to protect or preserve the priority and security of its first
lien  (all  the  foregoing items, (a), (b) and (c), being hereinafter called the
"Liabilities").

     2.     Undersigned  further unconditionally guarantees the faithful, prompt
and  complete  compliance by Borrower with all terms and conditions of the Note,
the  Mortgage  securing  payment  of  the  Liabilities and all other agreements,
documents and instruments securing payment of the Liabilities or related thereto
(such  Note,  Mortgage  and  all  other  instruments  collectively  referred  to
hereinafter  as  the "Loan Document" or "Loan Documents") and the payment of all
costs, expenses, charges and other expenditures required to be made by Borrower,
or  which  Borrower  agrees  to make, under the terms and provisions of any Loan
Document.

     3.     In the event Borrower fails to perform its covenants, agreements and
undertakings  as  provided  in  any  Loan  Document,  the  undersigned  shall
immediately,  with  or  without the written demand of Lender, promptly, and with
due  diligence, do and perform for the benefit of Lender, all of such covenants,
agreements  and  undertakings  as  if  they  constituted  the direct and primary
obligations  of  the  undersigned.

     4.     The  obligations of the undersigned hereunder are independent of the
obligations  of  Borrower, and a separate action or actions for payment, damages
or performance may be brought and prosecuted against the undersigned, or any one
of  them,  whether  or not an action is brought against Borrower or the security
for  Borrower's  obligations,  and whether or not Borrower be joined in any such
action  or  actions,  and  whether or not notice be given or demand be made upon
Borrower.

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     5.     Undersigned  hereby  transfers  and  conveys  to  Lender any and all
balances,  credits,  deposits, accounts, items and monies of the undersigned now
or  hereafter  in  the  possession or control of, or otherwise with, Lender; and
Lender  is  hereby  given  a  first  lien  upon, and a security interest in, all
property  of  the  undersigned of every kind and description now or hereafter in
the  possession or control of Lender for any reason, including all dividends and
distributions  on  or  other  rights  in  connection  therewith.

     6.     Lender  may,  without demand or notice of any kind, at any time when
any  amount  shall  be  due  and  payable  hereunder  by any of the undersigned,
appropriate  and  apply  toward the payment of such amount, and in such order of
application  as  Lender  may  from  time  to time elect, any property, balances,
credits,  deposits,  accounts,  items  or  monies  of  such  undersigned  in the
possession  or  control of Lender for any purpose.  Lender may without notice of
any  kind,  accept an amount less than the total amount then due without waiving
any  remaining  defaults  or  any  remedies  hereunder.

     7.     Lender may, from time to time, without notice to the undersigned and
without  affecting,  diminishing  or releasing the liability of the undersigned:

          (a)     Retain or obtain a security interest in any property to secure
any  of  the  Liabilities  or  any  obligation  hereunder;

          (b)     Retain  or  obtain  the  primary or secondary liability of any
party  or  parties,  in  addition to the undersigned, with respect to any of the
Liabilities;

          (c)     Extend or renew for any period (whether or not longer than the
original  period),  alter  or  exchange  any  of  the  Liabilities;

          (d)     Release  or compromise any liability of any of the undersigned
hereunder  or  any  liability  of  any  other  party  or  parties  primarily  or
secondarily  liable  on  any  of  the  Liabilities;

          (e)     Release  its security interest, if any, in all or any property
securing  any  of  the  Liabilities  or  any obligation hereunder and permit any
substitution  or  exchange  for  any  such  property;

          (f)     Resort  to  the  undersigned  for  payment  of  any  of  the
Liabilities,  or  any portion thereof, whether or not Lender shall have resorted
to  any  property securing any of the Liabilities or any obligation hereunder or
shall  have  proceeded  against  any other of the undersigned or any other party
primarily  or  secondarily  liable  on  any  of  the  Liabilities;  and

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          (g)     Alter, extend, change, modify, release or cancel any covenant,
agreement  or  provision  contained  in  any  or  all  Loan  Documents.

     8.     Any amount received by Lender from whatever source and applied by it
toward  the  payment  of  the  Liabilities  shall  be  applied  in such order of
application  as  Lender  may  from  time  to  time  elect.

     9.     The  undersigned  hereby  expressly  waives:

          (a)     Notice  of  the  acceptance  of  this  Guaranty;

          (b)     Notice  of  the  existence or creation of any Loan Document or
all  or  any  of  the  Liabilities;

          (c)     Presentment, demand, notice of dishonor, protest and all other
notices  whatever;

          (d)     All  diligence  on  the  part  of  Lender  in  collection  or
protection  of,  or realization upon, any security for any of the Liabilities or
in  enforcing  any  remedy  available  to  it  under  any  Loan  Document;  and,

          (e)     Any  and  all  defenses  based  on suretyship or impairment of
collateral.

     10.     The  creation  or  existence  from  time  to time of Liabilities in
excess  of  the amount to which the right of recovery under this Guaranty is, if
any,  limited is hereby authorized, without notice to the undersigned (or any of
them),  and  shall  in  no  way  affect  or  impair  this  Guaranty.

     11.     Lender may, regardless of any default thereunder, without notice of
any  kind,  sell,  assign or transfer all or any of the Liabilities, and in such
event  each and every immediate and successive assignee, transferee or holder of
all  or any of the Liabilities shall have the right to enforce this Guaranty, by
suit  or  otherwise,  for the benefit of such assignee, transferee or holder, as
fully as if such assignee, transferee or holder were herein by name specifically
given  such rights, powers and benefits.  Lender shall have an unimpaired right,
prior  and  superior  to  that  of  any  such assignee, transferee or holder, to
enforce  this  Guaranty  for  the  benefit  of  Lender,  as  to  so  much of the
Liabilities  as  it  has  not  sold,  assigned  or  transferred.

     12.     No  delay  or  failure on the part of Lender in the exercise of any
right  or  remedy  shall  operate  as  a waiver thereof and no single or partial
exercise by Lender of any right or remedy herein shall preclude other or further
exercise  thereof or the exercise of any other right or remedy whether contained
herein or in the Note, Mortgage or any other Loan Document.  No action of Lender
permitted  hereunder  shall in any way impair or affect this Guaranty.  No right
or power of the Borrower or anyone else to assert any claim or defense as to the
invalidity  or unenforceability of any Loan Document or of the Liabilities shall
impair or affect the obligations of the undersigned hereunder.  Until all of the
Liabilities  shall  have been paid to Lender in full, the undersigned shall have
no  right  to subrogation, and until such time, the undersigned waives any right
to  enforce  any  remedy  which  Lender  now  has  or may hereafter have against
Borrower, and waives any benefit of and any right to participate in any security
now  or  hereafter  held  by  Lender.

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     13.     It  is  fully  understood  that  until  each  and  every one of the
covenants and agreements of this Guaranty are fully performed, the undersigned's
obligations  shall  not be released, in whole or in part, by any action or thing
which  might,  but  for  this provision of this instrument, be deemed a legal or
equitable  discharge  of  a  surety  or  guarantor,  or by reason of any waiver,
extension, modification, forbearance or delay or other act or omission of Lender
or  its  failure  to  proceed  promptly or otherwise, or by reason of any action
taken  or omitted by Lender, whether or not such action or failure to act varies
or  increases  the risk of or affects the rights or remedies of the undersigned,
or  by  reason  of  any  further  dealings between Borrower, Lender or any other
guarantor,  and  the  undersigned  hereby  expressly  waives  and surrenders any
defense  to  its  liability  hereunder  based  upon  any  of the foregoing acts,
omissions,  things,  agreements  or waivers of any of them; it being the purpose
and  intent  of  the  parties  hereto  that  the  covenants,  agreements and all
obligations  hereunder are absolute, unconditional and irrevocable under any and
all  circumstances,  except  as  provided  hereinafter.

     14.     Any  notice, demand or request by Lender, its successors or assigns
to  the  undersigned  shall  be in writing and shall be deemed to have been duly
given  or  made  if  either delivered personally to the undersigned or mailed by
certified  or  registered  mail  addressed to the undersigned at the address for
such  guarantor  specified  below:

                  Deer  Valley  Acquisitions  Corp.
                  Attn:  Charles  G.  Masters,  President

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

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

     15.     During  the  term  of  the Note, the Guarantor shall provide to the
Lender  on  an  annual  basis  within  120  days  of  each year-end, a financial
statement  on  such  forms  as Lender shall prescribe, and a copy of Guarantor's
federal  tax  return for the most recent fiscal year end within thirty (30) days
of  filing.

     16.     Provided  that  no default (as that term is defined in the Mortgage
heretofore  mentioned)  then exists under any Loan Document, this Guaranty shall
terminate  when,  and only when, Borrower has paid to Lender the moneys borrowed
under  the  Note and all of the Liabilities, and has performed and complied with
all  the  stipulations,  agreements,  conditions  and  covenants  of  the  Loan
Documents.  When such conditions have been met, Lender will upon request furnish
written  cancellation  of  this  Guaranty.

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     17.     This  Guaranty shall inure to the benefit of Lender, its successors
and  assigns,  and  shall  bind the undersigned together with its successors and
assigns.  If  more  than  one  party  shall  execute  this  Guaranty,  the  term
"undersigned"  shall  mean  all  parties  executing  this Guaranty, and all such
parties  shall  be  jointly  and  severally  obligated  hereunder.

     18.     This Guaranty shall be construed in accordance with the laws of the
State  of  Florida,  and such laws shall govern the interpretation, construction
and  enforcement  hereof.  Wherever  possible,  each  provision of this Guaranty
shall  be  interpreted  in  such  manner  as  to  be  effective  and valid under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid  under  such  law,  such provision shall be ineffective to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision  of  the  remaining  provisions  of  this  Guaranty.

     19.     Legal  action  on any claim, whether contract or tort, which arises
out  of  or relates to the obligations guaranteed hereunder shall be brought and
maintained  exclusively  in  Hillsborough  County,  Florida.  In  any such legal
action,  Lender  shall be entitled to an award of its reasonable attorneys' fees
and  costs,  including  fees  and  costs  on  appeal.

     20.     WAIVER  OF JURY TRIAL.  GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY  WAIVES  ITS RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED  HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE
NOTE AND ANY LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR  ANY  COURSE  OF  CONDUCT,  COURSE  OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN)  OR  ACTIONS OF ANY PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE  LENDER  TO  MAKE  THE  LOAN  AND  EXTENSIONS  OF  CREDIT  TO  BORROWER.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
       day  of  May,  2006.
------

WITNESSES:                         DEERVALLEY  ACQUISITIONS  CORP.,
                                   a  Delaware  corporation

------------------------------     By: /s/ Charles G. Masters
Signature  of  Witness                 --------------------------------
                                       Charles  G.  Masters, as its President

------------------------------
Print  or  type  name  of  Witness               (CORPORATE  SEAL)

------------------------------
Signature  of  Witness

------------------------------
Print  or  type  name  of  Witness

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STATE  OF
           -----------------
COUNTY  OF
           -----------------

     The  foregoing instrument was acknowledged before me this       day of May,
                                                              -------
2006,  by  Charles  G. Masters, as President of DEERVALLEY ACQUISITIONS CORP., a
Florida  corporation,  on  behalf  of  the  corporation.


     Personally  known                     -------------------------------------
----                                       Notary  Public
     Driver's  License  (St:    )
----                        ----
     Other  Identification  Produced
----
        ----------------------             -------------------------------------
                                           Print or type name of Notary
        ----------------------
                                                       (SEAL)

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