CYTATION CORP
CONTINUING GUARANTY OF DEER VALLEY ACQUISITIONS, CORP.
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<DESCRIPTION>CONTINUING GUARANTY OF DEER VALLEY ACQUISITIONS, CORP.
<TEXT>
Exhibit 10.4



                               CONTINUING GUARANTY
                          DEERVALLEY ACQUISITIONS CORP.

     For  the  purpose  of  inducing  FIFTH  THIRD  BANK,  a  Michigan  banking
corporation,  hereinafter  referred  to  as the "Lender," to loan to DEER VALLEY
HOMEBUILDERS,  INC.,  an  Alabama  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;

<PAGE>

     (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 indebtedness of Borrower to Lender
shall  have been paid in full, Guarantor shall have no right to subrogation, and
waives  any  right  to  enforce any remedy which Lender now has or may hereafter
have  against  Borrower, and waives any benefit of, and any right to participate
in  any  security  now  or  hereafter  held  by  Lender.  Guarantor  waives  all
presentments,  demands  for  performance,  notices  of nonperformance, protests,
notices  of  dishonor,  and  notices  of  acceptance of this guaranty and of the
existence,  creation  or  incurring of new or additional indebtedness. Guarantor
covenants  to  cause Borrower to maintain and preserve the enforceability of any
instruments  now  or  hereafter  executed in favor of the Lender, and to take no
action  of  any kind which might be the basis for a claim that Guarantor has any
defense  hereunder other than payment in full of all indebtedness of Borrower to
Lender.  Guarantor  hereby  indemnifies  Lender against loss, cost or expense by
reason  of the assertion by Borrower of any defense of its obligations under any
of  the  aforesaid  instruments,  or  resulting  from the attempted assertion by
Guarantor  of  any  defense  hereunder based upon any such action or inaction of
Borrower.  Guarantor waives any right or claim of right to cause a marshaling of
Borrower's  assets  or  to  require  Lender  to proceed against Guarantor in any
particular  order.  No delay on the part of Lender in the exercise of any right,
power  or privilege under the documentation with Borrower or under this guaranty
shall  operate  as  a  waiver  of  any  such  privilege,  power  or  right.

     5.     In  addition  to  all  liens  upon, and rights of setoff against the
monies, securities or other property of Guarantor given to Lender by law, Lender
shall  have a lien upon and a right of setoff against all monies, securities and
other  property of Guarantor now or hereafter in the possession of or on deposit
with  Lender,  whether  held  in a general or special account of deposit, or for
safekeeping  or  otherwise;  and  every  such  lien  and  right of setoff may be
exercised  without  demand upon or notice to Guarantor. No act or conduct on the
part  of  the  Lender,  or by any neglect to exercise such right of setoff or to
enforce  such  lien,  or  by any delay in so doing, shall operate as a waiver of
such  right; and every right of setoff and lien shall continue in full force and
effect  until such right of setoff or lien is specifically waived or released by
an  instrument  in  writing  executed  by  Lender.

     6.     Any  indebtedness  of Borrower now or hereafter held by Guarantor is
hereby  subordinated  to  the indebtedness of Borrower to Lender. Guarantor also
hereby  waives  any  claim,  right  or  remedy  which  Guarantor may now have or
hereafter  acquire  against  Borrower  that  arises  hereunder  and/or  from the

<PAGE>

performance  by  Guarantor  hereunder  including, without limitation, any claim,
remedy  or right of subrogation, reimbursement, exoneration, indemnification, or
participation  in  any  claim, right or remedy of Lender against Borrower or any
security  which Lender now has or hereafter acquires, whether or not such claim,
right  or  remedy arises in equity, under contract, by statute, under common law
or  otherwise.

     7.     Guarantor agrees to pay reasonable attorneys' fees, paralegals' fees
and  legal  assistants'  fees,  and  all  other  costs and expenses which may be
incurred  by  Lender in the enforcement of Borrower's Obligations and/or of this
guaranty.

     8.     Upon  the default of Borrower with respect to any of its Obligations
or  liabilities  to  Lender,  or  in  case  Borrower  or  Guarantor shall become
insolvent  or  make an assignment for the benefit of creditors, or if a petition
in  bankruptcy  or  for  corporate reorganization or for an arrangement shall be
filed  by or against Borrower or Guarantor, or in the event of an appointment of
a  receiver  for Borrower or Guarantor or its properties, or in the event that a
judgment  is  obtained  or  warrant  of  attachment  issued  against Borrower or
Guarantor,  all  or  any part of the Obligations and liabilities of the Borrower
and/or  Guarantor to Lender, whether direct or contingent, and of every kind and
description,  shall,  without  notice  or  demand,  at the option of the Lender,
become  immediately  due  and  payable  and  shall  be  satisfied  by Guarantor.

     9.     Guarantor  guarantees  any  sums  that  a  trustee  or  debtor might
thereafter  recover  from  the  Lender  pursuant  to  a  bankruptcy  proceeding.

     10.     Guarantor  acknowledges  that  Lender  has  been  induced  by  this
guaranty  to  make  the loan to Borrower heretofore described, and this guaranty
shall,  without  further reference or assignment, pass to and may be relied upon
and  enforced by, any successor, participant or assignee of Lender in and to any
liabilities  or  Obligations  of  Borrower.

     11.     Guarantor  hereby  waives  any  right  to  trial  by  jury  in  any
litigation  at  any  time arising with respect to any matter connected with this
guaranty.

     12.     This guaranty shall, for all purposes, be governed by and construed
in  accordance  with,  the  laws  of  the  State  of  Florida.

     Dated  as  of  the          day  of  April,  2006.
                       ----------

                                   DEERVALLEY  ACQUISITIONS  CORP.,
                                   a  Florida  corporation


                                   By:
                                      ----------------------------------------
                                      Charles  G.  Masters,  as  it  President

                                        (CORPORATION  SEAL)

<PAGE>

STATE OF ALABAMA
COUNTY OF
         ---------------

     The  foregoing  instrument  was  acknowledged  before  me this       day of
                                                                   -------
April,  2006,  by  Charles  G.  Masters, as President of DEERVALLEY ACQUISITIONS
CORP.,  a  Florida  corporation,  on  behalf  of  the  corporation.

---- Personally known                    ------------------------------
---- ------ Driver's License             Notary Public
---- Other Identification Produced

     -----------------               ----------------------------------
     -----------------               Print or type name of Notary

                                             (SEAL)

<PAGE>

</TEXT>
</DOCUMENT>
