Form of Guaranty of Deer Valley Corporation and 21st Mortgage Corporation


    EXHIBIT
      10.30

    
      Secretary
CERTIFIED
      COPY OF BOARD
      OF
      DIRECTORS RESOLUTIONS

    (Guarantor)

    


    The
      undersigned hereby certifies that the undersigned is the duly elected and acting
      Secretary or Assistant Secretary of Deer Valley Corporation, a Florida
      corporation (the "Corporation" and that the following resolutions were passed
      at
      a meeting of the Board of Directors of said corporation held on
      February 12th 2007 duly
      called,
      a
      quorum being present, and that said resolutions have not since been revoked
      or
      amended:

    


    "WHEREAS,
      Deer Valley Homebuilders, lnc. ("Principal") desires to, from time to time,
      exercise its rights under the Manufacturer
      Agreement dated Mav
      25, 2006,
      between
      215`
      Mortgage
      Corporation (21st) and Principal, in the furtherance of its business;
      and

    


    WHEREAS,
      21st
      is,
      under certain terms and conditions, agreeable to fulfilling obligations owed
      to
      Principal under the Manufacturer Agreement, one of said conditions being that
      this Corporation unconditionally and absolutely jointly and severally, guarantee
      the full, faithful and prompt performance, payment, and discharge by Principal
      of all of its obligations from time to time outstanding to 21st
      in
      connection with or arising out of the Manufacturer Agreement and other financial
      accommodations from 21st
      and the
      directors of this Corporation have examined and approved the form of Guaranty
      ("Guaranty") 21st
      wants
      this Corporation to sign.

    


    NOW
      THEREFORE, BE TT RESOLVED, that in the judgment of this Board of Directors,
      this
      Corporation has an interest in the business and financial affairs of Principal
      and it will be in the best interest of, in furtherance of, and necessary to
      the
      business and corporate purposes of and to the pecuniary advantage of this
      Corporation that Principal be able to exercise rights under the Manufacturer
      Agreement.

    


    RESOLVED,
      that the President, Treasurer, Secretary or any Vice President, Assistant Vice
      President, Assistant Treasurer or Assistant Secretary of this Corporation,
      or
      their duly elected or appointed successor in office, by and each hereby is
      authorized
      and empowered
      (either alone or in conjunction with any one or more of such officers of this
      Corporation) in the name and on behalf of this Corporation to unconditionally
      and absolutely jointly and severally guarantee to 21st
      the
      full, faithful and prompt performance, payment and discharge by Principal of
      all
      of its present and future obligations to 21stin
      connection with or arising out of the Manufacturer Agreement by executing and
      delivering to 21st
      the
      Guaranty with such changes therein as 21st
      may
      require and as such officer executing the Guaranty may deem advisable, and
      to
      make, execute and deliver all instruments and agreements deemed necessary or
      proper by 21st`
      and
      to
      affix the seal of this Corporation to any instruments or agreements if so
      required or requested by 21st

    


    RESOLVED,
      that the Guaranty and any other instruments, agreements or documents executed
      pursuant to these resolutions by any officer of this Corporation may be in
      such
      form and contain such terms, provisions, representations and warranties as
      they
      shall in their sole discretion determine.

    


    RESOLVED,
      that all acts and deeds heretofore done by any of such officers of this
      Corporation for and on behalf of this Corporation in entering into, executing,
      acknowledging or attesting the Guaranty, or any other instruments, agreements
      or
      documents, or in carrying out the terms and intentions of these resolutions
      are
      hereby ratified, approved and confirmed.

    


    RESOLVED,
      that the secretary or any other officer of this Corporation shall file with
      21"
      a certified copy of these resolutions and a list of the names of the officers
      of
      this Corporation, and of any changes in such officers, and 21st
      shall be
      entitled to conclusively assume that these resolutions remain in full force
      and
      effect and that all persons so named as officers of this Corporation are and
      continue to be such officers, except and until, 21"
      shall be
      otherwise notified in writing by the Secretary or any other officer of this
      Corporation."

    


    I
      do
      further certify that the following are officers of this
      Corporation:

    


    President:
      Charles
      G. Masters Secretary:
      Charles G. Masters

    Vice
      President ________________________  
      Treasurer___________________________

    


    I
      do
      further certify that this Corporation is in good standing in all jurisdictions
      in which it is required to be qualified to do business and that the execution
      of
      the Guaranty is not in violation of the charter, by-laws or agreements of this
      Corporation.

    


    WITNESS
      my hand and the
      seal of this corporation on
      this
13th  day of February, 2007.

     

     

                                                /s/
      C. G.
      Masters                    


                                                Secretary

                    

     

    (Corporate
      Seal)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       
GUARANTY

    
 

    TO:
      2lsT
      MORTGAGE
      CORPORATION

     
      600 MARKET STREET, SUITE 100 

         
KNOXVILLE,
      TN 37902

     

    In
      consideration of the rights owed to Deer
      Valley Homebuilders, Inc., its
      successors and assigns (hereinafter called "principal debtor"), under the
      Manufacturer Agreement dated May
      25, 2006, between
      21st
      Mortgage Corporation and Deer Valley Homebuilders, Irtc., whether
      now outstanding or made in the future, for the financing of goods, wares,
      merchandise and services, the undersigned guarantor hereby unconditionally
      guarantees payment of whatever sums said principal debtor shall at any time
      owe
      you or any company affiliated with you, whether heretofore or hereafter
      incurred, including interest, finance charges or service charges thereon, and
      including reasonable attorneys' fees and all court costs incurred in collecting
      each sums; and you shall be under no obligation of due diligence to enforce
      any
      claims against the principal debtor or of otherwise exhausting any of your
      remedies against the principal debtor, any other obligor or any other guarantor,
      or of enforcing any rights against any collateral for said indebtedness prior
      to
      enforcing payment hereunder by the undersigned guarantor.

     

    This
      guaranty is to take effect without notice of its acceptance, which notice is
      hereby waived, and is to be continuing guaranty in full force and effect until
      the effective date of a written notice of revocation delivered to you either
      personally or by Registered or Certified mail. It is understood and agreed
      that
      the effective date of any revocation shall be 90 days after your receipt of
      such
      notice, and that such revocation shall not discharge the obligation of the
      undersigned guarantor with respect to indebtedness incurred by the principal
      debtor prior to said effective date of revocation.

    


    You
      are
      hereby authorized to change the time and manner of payment of any indebtedness
      of said principal debtor; to take and make changes in notes, security or other
      obligations therefore to add or release additional guarantors; to obtain or
      release additional guaranties; to take such action as you deem advisable for
      the
      enforcement, collection, or compromising of any such indebtedness or any part
      thereof, or enforcing any security interest therefore; and to grant renewals
      or
      extensions of the time of payment of any such indebtedness, all without
      notifying or obtaining the consent of the undersigned guarantor or in any way
      affecting the consent of the undersigned guarantor under this
      guaranty.

    


    Protest
      and demand upon the principal debtor, notice to the undersigned guarantor of
      defaults of the principal debtor, notice to the undersigned guarantor of your
      extension of credit from time to time to the principal debtor, and notice of
      the
      sale of any collateral are all hereby waived.

    


    The
      undersigned guarantor hereby consent and agree that your books and records
      showing the account, obligations, and indebtedness of the principal debtor
      shall
      be admissible in evidence and shall be binding upon the undersigned guarantor
      for the purpose of establishing the items therein set for the, and shall
      constitute prima facie proof thereof. The undersigned guarantor hereby also
      agree to provide full and complete personal financial information at such times
      as the Company may request.

     

    The
      undersigned guarantor hereby subordinates any sums now or hereafter due to
      any
      or all of them from the principal debtor to the payment of any sums now or
      hereafter due you from the principal debtor. The undersigned guarantor further
      assigns to you all sums due or to become due to any or all of them from the
      principal debtor to the extent of the aggregate obligations of the undersigned
      guarantor to you, and agrees to execute any further instruments necessary to
      evidence such assignment.

     

    This
      guaranty shall inure to the benefit of your successors and assigns and shall
      be
      binding upon the personal representatives, administrators, trustees, executors,
      heirs, legatees, successors and assigns of the undersigned
      guarantor.

    


    The
      foregoing constitutes the complete guaranty agreement, there being no other
      representations or warranties made, and such guaranty cannot be altered, changed
      or amended in any way except by an instrument in writing signed by your duly
      authorized officer.

    


    The
      undersigned agrees that if a dispute between you and the principal debtor is
      being arbitrated, the responsibility of Guarantor will be included in the same
      arbitration, subject to the same rules and procedures governing the arbitration
      between you and the principal debtor.

    


    BY
      AFFIXING SIGNATURE HERETO, THIS CERTIFIES THAT THE UNDERSIGNED HAS READ THIS
      GUARANTY AGREEMENT IN ITS ENTIRETY AND EXECUTES IT FOR THE CONSIDERATION THEREIN
      EXPRESSED.

    Dated
      at
offices
      of Bush Ross, P. A. Tampa Florida

     

    this
      13th
      day
      of February
      2007

     

    Witness:                                                     Guarantor

                                                        

                                                        /s/
      C. G.
      Masters                    


                                                        Signature


    
                                                         
Company
      Name
 Deer
      VaIley Corporation

     

    Address                                                  
Title
      __________________________

     

    Witness: