Form of Revolving Credit Note


    Exhibit
      10.2

    
 

    REVOLVING
      CREDIT NOTE

    (the
      "Note")

    


    
      	
              $2,500,000.00

            	
              Dated:
                April ___, 2007

            


    

    
      
        

      

    

    


    FOR
      VALUE
      RECEIVED, the undersigned borrower, DEER
      VALLEY CORPORATION,
      a
      Florida corporation (the "Borrower") promises to pay to the order of
FIFTH
      THIRD BANK,
      a
      Michigan banking corporation (the "Lender"), at 201 E. Kennedy Blvd., Suite
      1800, Tampa, Florida 33602, or at such other place as Lender may from time
      to
      time designate in writing, with payment due as provided herein and in the
      Revolving Credit Loan and Security Agreement of even date herewith (the "Credit
      Agreement"), the principal sum not to exceed $2,500,000.00, or so much thereof
      as has been disbursed for advances hereunder.

    


    The
      Interest Rate shall be a variable rate at 260 basis points (2.60%) above the
      One-Month "LIBOR-Index Rate", and shall be adjusted every month on each Interest
      Rate Determination Date with all such interest rate terms defined as set forth
      in "ADDENDUM
      A"
      attached
      hereto and made a part hereof.

    


    Principal
      and interest shall be due and payable as follows:

    


    (a) To
      the
      extent accrued, interest only, as stated above, shall be payable monthly
      commencing May 1, 2007, and continuing on the same day of each month thereafter
      on the principal outstanding from time to time until the loan maturity date
      at
      which time the outstanding indebtedness, whether principal, accrued interest
      or
      otherwise, shall be due and payable in full.

    


    (b) The
      principal amount evidenced hereby may be borrowed (and to the extent any
      principal amount advanced hereunder is repaid by Borrower, such sum may be
      borrowed again) until this Note is terminated. At no time, however, shall the
      principal balance outstanding hereunder exceed $2,500,000.00.

    


    If
      any
      payment on this Note becomes due and payable on a Saturday, Sunday or legal
      holiday under the laws of the State of Florida, the maturity thereof shall
      be
      extended to the next succeeding business day and interest thereon shall be
      payable at contract rate of interest during such extension.

    


    As
      provided in the Credit Agreement, the Note is to be utilized by Borrower on
      a
      revolving credit basis for acquisition of complimentary businesses, short-term
      working capital needs as well as a Letter of Credit facility utilized to support
      letters of credit issued by Lender for the benefit of Borrower.

    


    This
      Loan
      facility matures one (1) year from the date hereof. If any letters of credit
      supported by this Loan facility are redeemed, the amount so redeemed is due
      on
      demand in accordance with the Credit Agreement. Upon the occurrence of any
      one
      or more of the Events of Default specified in the Credit Agreement or in any
      other document or instrument delivered in connection therewith and following
      notice and the expiration of all cure periods (if any), all amounts then
      remaining unpaid on this Note may be declared to be immediately due and payable.
      Advances under this Note shall be requested by Borrower and evidenced as a
      debit
      to Borrower's loan account.


    
      
        
          Initials:
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    Borrower
      may repay all or part of the principal balance at any time without penalty.
      Such
      prepayment shall be accompanied by payment of any unpaid interest accrued to
      the
      time of such prepayment. All payments made hereunder shall at Lender's option
      first be applied to late charges, then to accrued interest, then to principal.
      Permitted partial prepayments shall not affect or vary the duty of Borrower
      to
      pay all obligations when due, and they shall not affect or impair the right
      of
      Lender to pursue all remedies available to it hereunder, under the security
      instruments securing this indebtedness, or under any other loan documents or
      guaranty executed in connection herewith.

    


    The
      terms
      and provisions of this Note are to be governed by and construed under the laws
      of the State of Florida and of the United States of America, and the rules
      and
      regulations promulgated under the authority thereof. It is the intent of this
      Note that such laws shall be interpreted in such a manner that after default
      the
      maximum rate of interest allowed to be contracted for by applicable law as
      changed from time to time which is applicable to this Note (hereinafter called
      the "Maximum Rate") be as great as possible.

    


    In
      the
      event that any payment of principal or interest is not made within ten (10)
      days
      after the date when due hereunder, it is hereby agreed that the Lender shall
      have the option of collecting five percent (5%) of the amount of each such
      delinquent payment; provided, however, such late fee shall not apply to the
      lump
      sum payment of the principal on the Maturity Date or the lump sum payment of
      principal upon acceleration.. Said late charge and/or interest shall be
      immediately due and payable in full on demand by the Lender.

    


    In
      no
      event shall Lender have the right to charge or collect, nor shall Borrower
      be
      required or obligated to pay, interest or payments in the nature of interest,
      which would result in interest being charged or collected at a rate in excess
      of
      the Maximum Rate. In the event that any payment which is interest or in the
      nature of interest is made by Borrower or received by Lender which would result
      in the rate of interest being charged or collected by the Lender being in excess
      of the Maximum Rate, then the portion of any such payment which causes the
      rate
      of interest being charged or collected by Lender exceed the Maximum Rate
      (hereinafter called the "excess sum") shall be credited as a payment of
      principal. If Borrower notifies Lender in writing that Borrower elects to have
      such excess sum returned to Borrower, such excess sum shall be returned to
      Borrower. In the event that any such overcharge is discovered after this Note
      has been paid in full, then the amount of such excess sum shall be returned
      to
      Borrower together with interest thereon from the date such excess sum was paid
      or collected at the same rate as
      was
      due Lender during such period under the terms of this Note. All excess sums
      credited to principal shall be credited as of the date paid to
      Lender.


    
      
        
          Initials:
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    The
      "Default Interest Rate" shall be five percent (5%) per annum above the contract
      interest rate set forth above, but not exceeding 18% per annum. Upon a failure
      by Borrower to repay principal upon demand by Lender made not less than ten
      (10)
      days after the date due hereunder, Lender may declare the entire principal
      and
      interest then remaining unpaid to be immediately due and payable without further
      notice or demand, and the entire unpaid principal balance shall bear interest
      at
      the "Default Interest Rate". In addition to the rights described in this
      paragraph, Lender shall have the right to exercise all other rights or remedies
      provided by law or at equity and shall specifically have the right to recover
      all damages resulting from such default including, without limitation, the
      right
      to recover the payment of all amounts owing to Lender. Exercise of any of these
      options shall be without notice to Borrower, notice of such exercise being
      hereby expressly waived.

    


    Time
      is
      of the essence hereunder. In the event that this Note is collected by law or
      through attorneys at law, or under advice therefrom, Borrower and any other
      person liable for payment hereof, to the extent of such liability, hereby agree
      to pay all costs of collection, including reasonable attorneys' fees and costs
      (including charges for paralegals and others working under the direction or
      supervision of Lender's attorneys) and all sales or use taxes thereon, whether
      or not suit is brought, and whether incurred in connection with collection,
      trial, appeal, bankruptcy or other creditor's proceedings or
      otherwise.

    


    Borrower
      authorizes Lender, from time to time, to debit any account that Borrower may
      have with Lender in the name of Borrower, for any payment of principal or
      interest past due hereunder for the amount of such payment of principal or
      interest. Exercise of this right shall be optional with Lender and the
      provisions of this paragraph shall not be construed as releasing Borrower from
      the obligation to make payments of principal or interest according to the terms
      hereof. Borrower shall have no right of setoff against the Lender under this
      Note or any instrument securing this Note.

    


    The
      remedies of Lender as provided herein shall be cumulative and concurrent, and
      may be pursued singularly, successively, or together, at the sole discretion
      of
      Lender. No act of omission or commission of Lender, including specifically
      any
      failure to exercise any right, remedy or recourse, shall be deemed to be a
      waiver or release of the same, such waiver or release to be effected only
      through a written document executed by Lender and then only to the extent
      specifically recited therein. A waiver or release with reference to any one
      event shall not be construed as continuing, as a bar to, or as a waiver of
      release of, any subsequent right, remedy or recourse as to a subsequent
      event.

    



    
      
        
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    Borrower,
      for itself and its successors and assigns, hereby: (a) expressly waives any
      presentment, demand for payment, notice of dishonor, protest, notice of
      nonpayment or protest, all other forms of notice whatsoever, and diligence
      in
      collection;

     

    (b)
      agrees that Lender, in order to enforce payment of this Note against them shall
      not be required first to institute any suit or to exhaust any of its remedies
      against any Borrower or any other person or party or to attempt to realize
      on
      the collateral for this Note.

    


    BORROWER
      AND ANY OTHER PERSON LIABLE FOR PAYMENT HEREOF, BY EXECUTING THIS NOTE OR ANY
      OTHER DOCUMENT CREATING SUCH LIABILITY, WAIVE THEIR RIGHTS TO A TRIAL BY JURY
      IN
      ANY ACTION WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN
      ANY
      WAY RELATED TO THIS NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S
      EXTENDING CREDIT TO BORROWER AND NO WAIVER OR LIMITATION OF LENDER'S RIGHTS
      HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON LENDER'S
      BEHALF.

    


    Borrower
      acknowledges that the above paragraph has been expressly bargained for by Lender
      as part of the loan evidenced hereby and that, but for Borrower's agreement
      and
      the agreement of any other person liable for payment hereof, Lender would not
      have extended the loan for the term and with the interest rate provided
      herein.

    


    If
      more
      than one party shall execute this Note, the term "Borrower", as used herein,
      shall mean all parties signing this Note and each of them, who shall be jointly
      and severally obligated hereunder. In this Note, whenever the context so
      requires, the neuter gender includes the feminine and/or masculine, as the
      case
      may be, and the singular number includes the plural.

    


    IN
      WITNESS WHEREOF, Borrower has caused this Note to be executed in its name on
      the
      day and year first above written.

    


    THE
      UNDERSIGNED ACKNOWLEDGES THAT THE LOAN EVIDENCED HEREBY IS FOR COMMERCIAL
      PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

    


    


    
      	 	
              "BORROWER"

            
	 	 
	 	
              DEER
                VALLEY CORPORATION,

            
	 	
              a
                Florida corporation

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Charles
                G. Masters, as its President

            
	 	 
	 	
              (CORPORATE
                SEAL)

            


    

     


    
      
        
          Initials:
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    Addendum
      A to Note

    LIBOR
      Index Rate

    


    SECTION
      1 

    


    Definitions.
      As used
      in this Addendum, the following terms shall have the meanings set forth below:
      

    


    "Bank"
      shall mean Fifth Third Bank and its successors and assigns. 

    


    "Borrower"
      shall collectively and individually refer to the maker of the attached note
      dated effective April ___, 2007 ("Note"). The terms of this Addendum are hereby
      incorporated into the Note and in the event of any conflict between the terms
      of
      the Note and the terms of this Addendum, the terms of this Addendum shall
      control. 

    


    "Business
      Day" shall mean, with respect to Interest Periods applicable to the LIBOR Rate,
      a day on which the Bank is open for business and on which dealings in U.S.
      dollar deposits are carried on in the London Inter-Bank Market. 

    


    "Interest
      Period" shall mean a period of one (1) month, provided that (i) the initial
      Interest Period may be less than one month, depending on the initial funding
      date and (ii) no Interest Period shall extend beyond the maturity date of the
      Note. 

    


    "Interest
      Rate Determination Date" shall mean the date the Note is initially funded and
      the first Business Day of each calendar month thereafter. 

    


    "LIBOR
      Rate" shall mean that rate per annum effective on any Interest Rate
      Determination Date which is equal to the quotient of: 

    


    (i)
      the
      rate per annum equal to the offered rate for deposits in U.S. dollars for a
      one
      (1) 

    month
      period, which rate appears on that page of Bloomberg reporting service, or
      such
      similar service as determined by the Bank, that displays British Bankers’
Association interest settlement rates for deposits in U.S. Dollars, as of 11:00
      A.M. (London, England time) two (2) Business Days prior to the Interest Rate
      Determination Date; provided, that
      if
      no such offered rate appears on such page, the rate used for such Interest
      Period will be the per annum rate of interest determined by the Bank to be
      the
      rate at which U.S. dollar deposits for the Interest Period, are offered to
      the
      Bank in the London Inter-Bank Market as of 11:00 A.M. (London, England time),
      on
      the day which is two (2) Business Days prior to the Interest Rate Determination
      Date, divided by 

    


    (ii)
      a
      percentage equal to 1.00 minus
      the
      maximum reserve percentages (including any emergency, supplemental, special
      or
      other marginal reserves) expressed as a decimal (rounded upward to the next
      1/100th of 1%) in effect on any day to which the Bank is subject
      with respect to any LIBOR loan pursuant to regulations issued by the Board
      of
      Governors of the Federal Reserve System with respect to eurocurrency funding
      (currently referred to as "eurocurrency liabilities" under Regulation D). This
      percentage will be adjusted automatically on and as of the effective date of
      any
      change in any reserve percentage. 


    
      
        
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    "Prime
      Rate" shall mean the publicly announced prime lending rate of the Bank from
      time
      to time in effect, which rate may not be the lowest or best lending rate made
      available by the Bank or, if the Note is governed by Subtitle 10 of Title 12
      of
      the Commercial Law Article of the Annotated Code of Maryland, "Prime Rate"
      shall
      mean the Wall Street Journal Prime Rate, which is the Prime Rate published
      in
      the "Money Rates" section of the Wall
      Street Journal from
      time
      to time. 

    


    SECTION
      2 

    


    Interest.
      The
      Borrower shall pay interest upon the unpaid principal balance of the Note at
      the
      LIBOR Rate plus the margin provided in the Note (which principal balance shall
      not include the Letter of Credit Obligations until such Letter of Credit
      Obligations are drawn upon and honored by the Bank, and remain unreimbursed
      by
      Borrower). Interest shall be due and payable as provided in the Note and shall
      be calculated on the basis of a 360 day year and the actual number of days
      elapsed. The interest rate shall remain fixed during each month based upon
      the
      interest rate established pursuant to this Addendum on the applicable Interest
      Rate Determination Date. 

    


    SECTION
      3 

    


    Additional
      Costs.
      In the
      event that any applicable law or regulation or the interpretation or
      administration thereof by any governmental authority charged with the
      interpretation or administration thereof (whether or not having the force of
      law) (i) shall change the basis of taxation of payments to the Bank of any
      amounts payable by the Borrower hereunder (other than taxes imposed on the
      overall net income of the Bank) or (ii) shall impose, modify or deem applicable
      any reserve, special deposit or similar requirement against assets of, deposits
      with or for the account of, or credit extended by the Bank, or (iii) shall
      impose any other condition with respect to the Note, and the result of any
      of
      the foregoing is to increase the cost to the Bank of making or maintaining
      the
      Note or to reduce any amount receivable by the Bank hereunder, and the Bank
      determines that such increased costs or reduction in amount receivable was
      attributable to the LIBOR Rate basis used to establish the interest rate
      hereunder, then the Borrower shall from time to time, upon demand by the Bank,
      pay to the Bank additional amounts sufficient to compensate the Bank for such
      increased costs (the "Additional Costs"”). A detailed statement as to the amount
      of such Additional Costs, prepared in good faith and submitted to the Borrower
      by the Bank, shall be conclusive and binding in the absence of manifest error.
      

    



    
      
        
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    SECTION
      4 

    


    Unavailability
      Of Dollar Deposits.
      If the
      Bank determines in its sole discretion at any time (the "Determination Date")
      that it can no longer make, fund or maintain LIBOR based loans for any reason,
      including without limitation illegality, or the LIBOR Rate cannot be ascertained
      or does not accurately reflect the Bank's cost of funds, or the Bank would
      be
      subject to Additional Costs that cannot be recovered from the Borrower, then
      the
      Bank will notify the Borrower and thereafter will have no obligation to make,
      fund or maintain LIBOR based loans. Upon such Determination Date the Note will
      be converted to a variable rate loan based upon the Prime Rate. Thereafter
      the
      interest rate on the Note shall adjust simultaneously with any fluctuation
      in
      the Prime Rate. 

    


    
      	 	
              DEER
                VALLEY CORPORATION,

            
	 	
              a
                Florida corporation

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Charles
                G. Masters, as its President

            
	 	 
	 	
              (CORPORATE
                SEAL)

            


    

     

    
 

    
      
        
        

      

      
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