Amendment to Loan Agreement


    
      EXHIBIT
        10.4
AMENDMENT
      TO LOAN AGREEMENT

    


    


    This
      Amendment (the "Amendment") is entered into this ____ day of April, 2007, by
      and
      between DEER
      VALLEY HOMEBUILDERS, INC.,
      an
      Alabama corporation (the "Borrower") and FIFTH
      THIRD BANK,
      a
      Michigan banking corporation (the "Bank"), and amends and modifies that certain
      Revolving Credit Loan and Security Agreement dated April 12, 2006 (the "Loan
      Agreement") as follows:

    


    1. Terms.
      All of
      the capitalized terms in this Amendment shall have the meanings as defined
      in
      the Loan Agreement.

    


    2. Loan
      Renewal.
      The
      Bank has renewed the Loan in the amount of $2,500,000.00 (the "Renewal Loan")
      as
      evidenced by a Renewal Revolving Credit Note dated effective April 12, 2007
      (the
      "Renewal Note").

    


    3. Loan.
      The
      term "Loan" under the Loan Agreement is hereby modified to include the Renewal
      Loan.

    


    4. Note.
      The
      term "Note" under the Loan Agreement is hereby modified to reference the Renewal
      Note.

    


    5. Guarantors.
      Cytation Corp. has been merged into Deer Valley Corporation ("DVC") and it
      is a
      condition to the Bank granting this renewal that DVC execute a new restated
      Continuing Guaranty for the Loan.

    


    6. Financial
      Convenants.
      [need
      to insert revised ratio for 6.10(b)].

    


    7. Cash
      Collateralization.
      Section
      9.5 of the Loan Agreement is hereby deleted in its entirety.

    


    8. Other
      Terms.
      Except
      as specifically modified and amended by the terms set forth in this Amendment,
      all of the other terms, covenants, obligations and conditions of the Loan
      Agreement shall remain in full force and effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Entered
      into as of the day and year first above written.

    


    


    
      	 	
              BORROWER:

            	 
	 	 	 
	
              WITNESSES:

            	
              DEER
                VALLEY HOMEBUILDERS, INC.,

            	 
	 	
              an
                Alabama corporation

            	 
	 	 	 
	
              _____________________________

            	
              By:___________________________________

            	 
	
              Signature
                of Witness

            	
              Joel
                Logan, as its President

            	 
	
              _____________________________ 

            	 	 
	
              Print
                or type Name of Witness

            	 	 
	
              _____________________________

            	
              (CORPORATE
                SEAL)

            	 
	
              Signature
                of Witness

            	 	 
	
              _____________________________

            	 	 
	
              Print
                or type Name of Witness

            	 	 
	 	
              BANK:

            	 
	 	 	 
	 	
              FIFTH
                THIRD BANK, 

            	 
	 	
              a
                Michigan banking corporation

            	 
	 	 	 
	 	 	 
	
              _____________________________

            	
              By:___________________________________

            	 
	
              Signature
                of Witness

            	
              Chad
                Loar, as its Vice President

            	 
	
              _____________________________

            	 	 
	
              Print
                or type Name of Witness

            	 	 
	
              _____________________________

            	
              (CORPORATE
                SEAL)

            	 
	
              Signature
                of Witness

            	 	 
	
              _____________________________

            	 	 
	
              Print
                or type Name of Witness