Continuing Guaranty of Deer Valley Corporation

EXHIBIT
    10.6
    RESTATED
      CONTINUING GUARANTY

    DEER
      VALLEY CORPORATION 

    


    For
      the
      purpose of inducing FIFTH
      THIRD BANK,
      a
      Michigan banking corporation, hereinafter referred to as the "Lender," to loan
      to DEER
      VALLEY HOMEBUILDERS, INC.,
      an
      Alabama corporation, hereinafter referred to as the "Borrower," the maximum
      sum
      of $2,500,000.00, the undersigned, as successor by merger with Cytation Corp.,
      hereinafter referred to as "Guarantor," whether one or more, jointly and
      severally if more than one, does hereby unconditionally guaranty to Lender
      that:
      (a) Borrower will duly and punctually pay or perform all indebtedness,
      obligations and liabilities, direct or indirect, matured or unmatured, primary
      or secondary, certain or contingent of Borrower to Lender now or hereafter
      owing
      or incurred (including without limitation costs and expenses incurred by Lender
      in attempting to collect or enforce any of the foregoing) which are chargeable
      to Borrower either by law or under the terms of Lender's arrangements with
      Borrower relative to the above mentioned loan, hereinafter collectively referred
      to as the "Obligations" and individually as an "Obligation"; and (b) if there
      are any agreements or instruments evidencing or executed and delivered in
      connection with any Obligation, including but not limited to a mortgage and/or
      security agreement, Borrower will perform in all other respects strictly in
      accordance with the terms thereof.

    


    1. The
      word
      "Indebtedness" is used herein in its most comprehensive sense, and includes
      any
      and all advances (including future advances and those advances made by Lender
      to
      protect, enlarge or preserve the priority, propriety, or amount of its lien
      against mechanic's liens, equitable liens, or statutory claimants, or
      otherwise), debts, obligations and liabilities of Borrower heretofore, now
      or
      hereafter made, incurred or created, whether voluntary or involuntary and
      however arising, whether due or not, absolute or contingent, liquidated,
      determined or undetermined, and whether Borrower may be liable individually
      or
      jointly with others, or whether recovery upon such indebtedness may be or
      hereafter become barred by any statute of limitations, or whether such
      indebtedness may be or hereafter become otherwise unenforceable. This is a
      Continuing Guaranty relating to said indebtedness, including that arising under
      subsequent or successive transactions which shall either continue to increase
      the indebtedness or from time to time renew it after it has been
      satisfied.

    


    2. The
      obligations hereunder are independent of the Obligations of Borrower and a
      separate action or actions may be brought and prosecuted against Guarantor
      whether action is brought against Borrower or whether Borrower may be joined
      in
      any such action or actions; and Guarantor waives the benefit of any statute
      of
      limitations affecting its liability hereunder or the enforcement
      thereof.

    


    3. Guarantor
      authorizes Lender, without notice or demand and without affecting its liability
      hereunder, from time to time to:

    


    (a)
      Renew, amend, compromise, extend, accelerate or otherwise change the time for
      payment of, or otherwise change the terms of the indebtedness or any part
      thereof;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)
      Take
      and hold security for the payment of this guaranty or the indebtedness
      guarantied, exchange, enforce, waive and release any such security;

    


    (c)
      Apply
      such security and direct the order or manner of sale thereof as Lender in its
      discretion may determine.

    


    4. Guarantor
      waives any right to require Lender to: (a) proceed against Borrower; (b) proceed
      against or exhaust any security held from Borrower; or (c) pursue any other
      remedy in Lender's power whatsoever. Guarantor waives any defense arising by
      reason of any disability or other defense of Borrower or by reason of the
      cessation from any cause whatsoever of the liability of Borrower, except the
      defense of payment, and until all indebtedness of Borrower to Lender shall
      have
      been paid in full, Guarantor shall have no right to subrogation, and 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. Guarantor waives all presentments,
      demands for performance, notices of nonperformance, protests, notices of
      dishonor, and notices of acceptance of this guaranty and of the existence,
      creation or incurring of new or additional indebtedness. Guarantor covenants
      to
      cause Borrower to maintain and preserve the enforceability of any instruments
      now or hereafter executed in favor of the Lender, and to take no action of
      any
      kind which might be the basis for a claim that Guarantor has any defense
      hereunder other than payment in full of all indebtedness of Borrower to Lender.
      Guarantor hereby indemnifies Lender against loss, cost or expense by reason
      of
      the assertion by Borrower of any defense of its obligations under any of the
      aforesaid instruments, or resulting from the attempted assertion by Guarantor
      of
      any defense hereunder based upon any such action or inaction of Borrower.
      Guarantor waives any right or claim of right to cause a marshaling of Borrower's
      assets or to require Lender to proceed against Guarantor in any particular
      order. No delay on the part of Lender in the exercise of any right, power or
      privilege under the documentation with Borrower or under this guaranty shall
      operate as a waiver of any such privilege, power or right.

    


    5. In
      addition to all liens upon, and rights of setoff against the monies, securities
      or other property of Guarantor given to Lender by law, Lender shall have a
      lien
      upon and a right of setoff against all monies, securities and other property
      of
      Guarantor now or hereafter in the possession of or on deposit with Lender,
      whether held in a general or special account of deposit, or for safekeeping
      or
      otherwise; and every such lien and right of setoff may be exercised without
      demand upon or notice to Guarantor. No act or conduct on the part of the Lender,
      or by any neglect to exercise such right of setoff or to enforce such lien,
      or
      by any delay in so doing, shall operate as a waiver of such right; and every
      right of setoff and lien shall continue in full force and effect until such
      right of setoff or lien is specifically waived or released by an instrument
      in
      writing executed by Lender.

    


    6. Any
      indebtedness of Borrower now or hereafter held by Guarantor is hereby
      subordinated to the indebtedness of Borrower to Lender. Guarantor also hereby
      waives any claim, right or remedy which Guarantor may now have or hereafter
      acquire against Borrower that arises hereunder and/or from the performance
      by
      Guarantor hereunder


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    including,
      without limitation, any claim, remedy or right of subrogation, reimbursement,
      exoneration, indemnification, or participation in any claim, right or remedy
      of
      Lender against Borrower or any security which Lender now has or hereafter
      acquires, whether or not such claim, right or remedy arises in equity, under
      contract, by statute, under common law or otherwise.

    


    7. Guarantor
      agrees to pay reasonable attorneys' fees, paralegals' fees and legal assistants'
      fees, and all other costs and expenses which may be incurred by Lender in the
      enforcement of Borrower's Obligations and/or of this guaranty.

    


    8. Upon
      the
      default of Borrower with respect to any of its Obligations or liabilities to
      Lender, or in case Borrower or Guarantor shall become insolvent or make an
      assignment for the benefit of creditors, or if a petition in bankruptcy or
      for
      corporate reorganization or for an arrangement shall be filed by or against
      Borrower or Guarantor, or in the event of an appointment of a receiver for
      Borrower or Guarantor or its properties, or in the event that a judgment is
      obtained or warrant of attachment issued against Borrower or Guarantor, all
      or
      any part of the Obligations and liabilities of the Borrower and/or Guarantor
      to
      Lender, whether direct or contingent, and of every kind and description, shall,
      without notice or demand, at the option of the Lender, become immediately due
      and payable and shall be satisfied by Guarantor.

    


    9. Guarantor
      guarantees any sums that a trustee or debtor might thereafter recover from
      the
      Lender pursuant to a bankruptcy proceeding.

    


    10. Guarantor
      acknowledges that Lender has been induced by this guaranty to make the loan
      to
      Borrower heretofore described, and this guaranty shall, without further
      reference or assignment, pass to and may be relied upon and enforced by, any
      successor, participant or assignee of Lender in and to any liabilities or
      Obligations of Borrower.

    


    11. Guarantor
      hereby waives any right to trial by jury in any litigation at any time arising
      with respect to any matter connected with this guaranty.

    


    12. This
      guaranty shall, for all purposes, be governed by and construed in accordance
      with, the laws of the State of Florida.

    


    Dated
      as
      of the _____ day of April, 2007.

    


    


    
      	 	
              DEER
                VALLEY CORPORATION,

            
	 	
              a
                Florida corporation

            
	 	 
	 	
              By:
                __________________________________

            
	 	
              Charles
                G. Masters, as its President

            
	 	 
	 	
              (CORPORATE
                SEAL)

            
	
              STATE
                OF _______________

            	 
	
              COUNTY
                OF _________________

            	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      foregoing instrument was acknowledged before me this ____ day of April, 2007,
      by
      Charles G. Masters, as President of DEER VALLEY CORPORATION, a Florida
      corporation, on behalf of the corporation.

    


    
      	
              ____
                Personally known 

            	
              _____________________________________

            
	
              ____
                Florida Driver's License

            	
              Notary
                Public

            
	
              ____
                Other Identification Produced

            	 
	
              _________________

            	
              _____________________________________

            
	
              _________________

            	
              Print
                or type name of Notary

            
	 	 
	 	
              (SEAL)