Exhibit
      10.45

     

     DELTA
      MUTUAL, INC.

    6%
      PROMISSORY NOTE

     

    
      	
              $10,000

            	
              October
                3, 2008

               

            
	 	
              Sellersville,
                Pennsylvania

            


    

     

    FOR
      VALUE
      RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the "Company"),
      with
      offices at 111 North Branch Street, Sellersville, PA 18960, promises to pay
      to
Santiago
      Peralta, an
      individual,
      with a
      mailing address of 10365 E. Corrine Drive, Scottsdale, AZ 85260, (the
      "Lender"),
      in
      lawful money of the United States of America, the principal sum of Ten Thousand
      Dollars ($10,000), together with interest from the date of this Note on the
      unpaid principal balance at a rate equal to six percent (6.0%) per annum,
      computed on the basis of a year of 360 days. All unpaid principal, together
      with
      any then unpaid and accrued interest, shall be due and payable at any time
      after
      the earlier of each of (i)
      the
      Maturity Date (as defined below), or (ii)
      when,
      upon or after the occurrence of an Event of Default (as defined below), such
      amounts are declared due and payable by the Lender or made automatically due
      and
      payable in accordance with the terms hereof.

     

    The
      following is a statement of the rights of the Lender and the conditions to
      which
      this Note is subject, and to which the Lender, by the acceptance of this Note,
      agrees:

     

    1.
      Definitions. As used in this Note, the following capitalized terms have the
      following meanings:

     

    
      	1.1	
              "Company"
                includes the corporation initially executing this Note and any Person
                which shall succeed to or assume the obligations of the Company under
                this
                Note.

            


    

    
      	1.2	
              “Event
                of Default” has the meaning given in Section5
                hereof.

            


    

    
      	1.3	
              “Lender”
                shall mean the Person specified in the introductory paragraph of
                this
                Note.

            


    

    
      	1.4	
              “Maturity
                Date” shall mean the date on which the Company receives demand of payment,
                in writing, from the Lender.

            


    

    
      	1.5	
              “Obligations”
                shall mean all obligations, owed by the Company to the Lender, now
                existing or hereafter arising under or pursuant to the terms of this
                Note.

            


    

    
      	1.6	
              “Person”
                shall mean and include an individual, a partnership, a corporation
                (including a business trust), a joint stock company, a limited liability
                Company, an unincorporated association, a joint venture or other
                entity or
                a government authority.

            


    

     

    2.
      Interest.
      All
      accrued and unpaid interest on this note shall be due and payable on the
      Maturity Date.

     

    3.
      Repayment
      at the Company’s Option.
      At any
      time after the date hereof and prior to the Maturity Date, the Company my repay
      this Note, including all accrued interest, without penalty or premium, in whole
      or in part; provided that such repayment will be applied first to the payment
      of
      unpaid interest accrued n this Note, and second, to payment of the principal
      amount of this Note.

     

    4.
      Representations and Warranties of The Lender.
      The
      Lender represents and warrants to the Company upon the acquisition of the Note
      as follows:

     

    4.1
      Binding
      Obligation.
      The
      Lender has full legal capacity, power and authority to execute and deliver
      this
      Note and to perform its obligations hereunder. This Note is a valid and binding
      obligation of the Lender, enforceable in accordance with its terms, except
      as
      limited by bankruptcy, insolvency or other laws of general application relating
      to or affecting the enforcement of creditors' rights generally and general
      principles of equity.

     

    4.2
      Own
      Account.
      The
      Lender is purchasing this Note for his own account for investment, not as a
      nominee or agent, and not with a view to, or for resale in connection with,
      the
      distribution thereof. The Lender has such knowledge and experience in financial
      and business matters that the Lender is capable of evaluating the merits and
      risks of such investment, is able to incur a complete loss of such investment
      and is able to bear the economic risk of such investment for an indefinite
      period of time. 

     

    5.
      Events of Default.
      The
      occurrence of any of the following shall constitute an "Event of Default" under
      this Note:

     

    5.1
      Failure
      to Pay.
      If the
      Company shall fail to pay any principal or interest payment or any other payment
      required under the terms of this Note on the Maturity Date and such payment
      shall not have been made within fifteen (15) business days of the Company's
      receipt of written notice from the Lender of such failure to pay; 

     

    5.2
      Voluntary
      Bankruptcy or Insolvency Proceedings.
      The
      Company shall (i)
      apply
      for or consent to the appointment of a receiver, trustee, liquidator or
      custodian of itself or of all or a substantial part of its property,
(ii)
      be
      unable, or admit in writing its inability, to pay its debts generally as they
      mature, (iii)
      make a
      general assignment for the benefit of its or any of its creditors, (iv)
      be
      dissolved or liquidated, (v)
      become
      insolvent (as such term may be defined or interpreted under any applicable
      statute), (vi)
      commence
      a voluntary case or other proceeding seeking liquidation, reorganization or
      other relief with respect to itself or its debts under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or consent to any
      such relief or to the appointment of or taking possession of its property by
      any
      official in an involuntary case or other proceeding commenced against it, or
      (vii)
      take any
      action for the purpose of effecting any of the foregoing; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.3
      Involuntary
      Bankruptcy or Insolvency Proceedings.
      Proceedings for the appointment of a receiver, trustee, liquidator or custodian
      of the Company or of all or a substantial part of the property thereof, or
      an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to the Company or the debts thereof under any
      bankruptcy, insolvency or other similar law now or hereafter in effect shall
      be
      commenced and an order for relief entered or such proceeding shall not be
      dismissed or discharged within sixty (60) days of
      commencement.

     

    6.
      Rights
      of The Lender upon Default.
      Upon
      the occurrence or existence of any Event of Default (other than an Event of
      Default referred to in Sections 5.2 and 5.3) and at any time thereafter
      during the
      continuance of such Event of Default, the Lender may, by written notice to
      the
      Company, declare all outstanding Obligations payable by the Company hereunder
      to
      be immediately due and payable without presentment, demand, protest or any
      other
      notice of any kind, all of which are hereby expressly waived. Upon the
      occurrence or existence of any Event of Default described in Sections 5.2
      and 5.3, immediately and without notice, all outstanding Obligations payable
      by
      the Company hereunder shall automatically become immediately due and payable,
      without presentment, demand, protest or any other notice of any kind, all of
      which are hereby expressly waived. In addition to the foregoing remedies, upon
      the occurrence or existence of any Event of Default, the Lender may exercise
      any
      other right, power or remedy otherwise permitted to it by law, either by suit
      in
      equity or by action at law, or both.

     

    7.
      Successors
      and Assigns.
      Subject
      to the restrictions on transfer described in Sections 9 and 10 below, the
      rights and obligations of the Company and the Lender of this Note shall be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties.

     

    8.
      Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Lender.

     

    9.
      Transfer
      of this Note.
      This
      Note may not be sold, assigned or transferred by the Lender. The Company shall
      treat the Lender hereof as the owner and holder of this Note for the purpose
      of
      receiving all payments of principal and interest hereon and for all other
      purposes whatsoever, whether or not this Note shall be overdue, and the Company
      shall not be affected by notice to the contrary.

     

    10.
      Assignment
      by The Company.
      Neither
      this Note nor any of the rights, interests or obligations hereunder may be
      assigned, by operation of law or otherwise, in whole or in part, by the Company
      without the prior written consent of the Lender.

     

    11.
      Notices.
      All
      notices, requests, demands, consents, instructions or other communications
      required or permitted hereunder shall in writing and faxed, mailed or delivered
      to each party at the respective addresses or facsimile numbers of the parties.
      All such notices and communications shall be effective (a)
      when
      sent by Federal Express or other overnight service of recognized standing,
      on
      the business day following the deposit with such service; (b)
      when
      mailed, by registered or certified mail, first class postage prepaid and
      addressed as aforesaid through the United States Postal Service, upon receipt;
      (c)
      when
      delivered by hand, upon delivery; and (d)
      when
      faxed, upon confirmation of receipt.

     

    12.
      Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    13.
      Governing
      Law.
      This
      Note and all actions arising out of or in connection with this Note shall be
      governed by and construed in accordance with the laws of the Commonwealth of
      Pennsylvania, without regard to the conflicts of law provisions of the
      Commonwealth of Pennsylvania, or of any other state.

    


    IN
      WITNESS WHEREOF, The Company has caused this Note to be issued as of the date
      first written above.

     

    
      	
              DELTA
                MUTUAL, INC.

            
	
              a
                Delaware corporation

            
	 	 
	
              By:
                

            	
              /s/
                Malcolm W. Sherman

            
	
              Name: 

            	
              Malcolm
                W. Sherman

            
	
              Title:

            	
              Executive
                Vice President &

            
	 	
              Principal
                Executive Officer