Preview | Revolving Credit Loan and Security Agreement |

THIS REVOLVING CREDIT LOAN AND SECURITY AGREEMENT (the "Loan Agreement") is made as of this ______ day of April, 2007, among FIFTH THIRD BANK, a Michigan banking corporation, having a mailing address of 201 East Kennedy Blvd., Suite 1800, Tampa, Florida 33602 (the "Bank"), DEER VALLEY CORPORATION, a Florida corporation (the "Borrower"), having its principal place of business at 4902 Eisenhower Boulevard, Suite 185, Tampa, Florida 33634, DEER VALLEY HOMEBUILDERS, INC., an Alabama corporation authorized to do business in the State of Florida, and ___________________, having a mailing address of 205 Carriage Street, Guin, Alabama 35563 (collectively the "Guarantor").

WHEREAS, Borrower has applied to Bank for a revolving line of credit not to exceed TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00) (the "Loan") to be evidenced by a revolving credit note (the "Note") and secured by accounts receivable, inventory, equipment and all other tangible and intangible personal property of Borrower. Guarantor has guaranteed Borrower's payment and performance of the Loan and the Bank has agreed to make the Loan providing certain conditions herein outlined are fully complied with.

"Accounts Receivable" shall mean all accounts receivable, book debts, notes, drafts, acceptances and other forms of obligations, now or hereafter owing to the Borrower, whether arising from the sale of goods or rendition of services (including, without limitation, any such obligation that might be characterized as an account, contract right, or general intangible under the Uniform Commercial Code as, from time to time, in effect in the State of Florida), all of the Borrower's rights in, to and under all purchase orders, now or hereafter received by the Borrower for goods or services, and all monies due or to become due to the Borrower under all contracts for the sale of goods or the performance of services (whether or not yet earned by performance) or in connection with any other transaction (including, without limitation, the right to receive the proceeds of said purchase orders and contracts), and all collateral security and guarantees of any kind given by any obligor with respect to any of the foregoing.

"Borrowing Base" shall mean, at any date of determination thereof (which date and determination shall be in the Bank's sole discretion) an amount equal to the sum of (i) 80% of Eligible Accounts Receivable, plus (ii) 50% of Eligible Inventory (based upon the lower of actual cost or market value with a maximum Inventory Borrowing Base of $1,250,000.00). The Bank has bargained for and Borrower agrees and acknowledges that the Collateral not included in the Borrowing Base is a cushion of collateral value in excess of the secured advances under the Loan.

"Eligible Accounts Receivable" shall mean, at any date of determination thereof, all Accounts Receivable of Borrower: (a) which are bona fide, valid and legally enforceable obligations of the account debtors in respect thereof, which are unconditionally owing by such account debtors, and which do not represent sales on consignment, sales on return or other similar understandings; (b) which, except for the security interest in the Accounts Receivable granted to the Bank, are solely owned by the Borrower, free and clear of any and all mortgages, liens, security interests, encumbrances, claims or rights of others, except sellers' rights (if any) to reclaim goods under Uniform Commercial Code Section 2-702; (c) which are not the subject of any defense, offset, counterclaim or claim; (d) as to which no more than 60 days (or are 30 days past due) shall have elapsed from the original date of the relevant invoice; (e) those account debtors that do not have more than 25% of their respective Accounts Receivable aged more than 60 days; (f) Accounts Receivable with respect to a single account debtor whose total obligations owing does not exceed 25% of all Eligible Accounts Receivable; (g) as to which the account debtors are (i) solvent, going concerns unaffiliated with the Borrower or any Guarantor, and (ii) reasonably satisfactory to the Bank from a credit standpoint (the Bank's satisfaction may be assumed unless the Bank shall at any time advise the Borrower to the contrary).