CONTINUING GUARANTY DEER VALLEY HOMEBUILDERS, INC.

For the purpose of inducing FIFTH THIRD BANK , a Michigan banking corporation, hereinafter referred to as the "Lender," to loan to DEER VALLEY CORPORATION , a Florida corporation, hereinafter referred to as the "Borrower," the maximum sum of $2,500,000.00, the undersigned, 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 inde