Unassociated Document


    Exhibit
      10.35

     

    MEMBERSHIP
      INTEREST PURCHASE AGREEMENT

    


    THIS
      MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is
      made
      and entered into this 4th day of March, 2008 between Delta Mutual, Inc., a
      Delaware corporation (“Buyer”) and Egani, Inc., an Arizona corporation
      (“Seller”), and is agreed to and acknowledge by Altony SA, an Uruguay Sociedad
      Anonima corporation (“Altony”) and South American Hedge Fund LLC, a Delaware
      limited liability company (“South American Hedge Fund”). Buyer, Seller, Altony
      and South American Hedge Fund are sometimes referred to herein individually
      as a
“Party” and collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS,
      Seller
      is the Manager of and owner of 100% of the issued and outstanding membership
      interests of Altony, and Altony is the Manager of and owner of 100% of the
      issued and outstanding membership interests of South American Hedge
      Fund;

    


    WHEREAS,
      Buyer
      is desirous of acquiring all of Seller’s membership interests in
      Altony;

    


    WHEREAS,
      Seller
      is desirous of selling all of its membership interests in Altony to
      Buyer;

    


    WHEREAS,
      Buyer
      desires to “step into the shoes” of the Seller with respect to the ownership of
      South American Hedge Fund and the operation of that certain limited liability
      company with its headquarters in Montevideo, Uruguay and Arizona.

    


    WHEREAS,
      Buyer
      and Seller acknowledge and agree that (i) this Agreement is for the purchase
      of
      Seller’s interest in Altony, which owns 100% of the issued and outstanding
      membership interests of South American Hedge Fund; (ii) Seller is in compliance
      with the rules and regulations pertaining to its transactions and records in
      Montevideo, Uruguay and Delaware; and (iii) Buyer is in compliance with the
      rules and regulations pertaining the conduct of its business, as now being
      conducted, and is a duly organized, validly existing corporation in good
      standing under the laws of the State of Delaware.

    


    WHEREAS,
      pursuant to the Operations Agreement of its original filing, Buyer acknowledges
      that South American Hedge Fund will continue to run its operations as South
      American Hedge Fund at all times during which its operations remain in
      effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    NOW
      THEREFORE,
      in
      consideration of the foregoing recitals, promises, and mutual covenants herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Parties do hereby agree as
      follows:

    


    
      	 	
              1.

            	
              Purchase
                of Membership Interest.
                Upon the execution of this Agreement, which shall constitute the
                Closing
                herein, Seller shall sell, assign and transfer to Buyer its membership
                interest in Altony, and any interests owned by Altony, including
                Altony’s
                sole membership and management of South American Hedge
                Fund.

            


    

    


    
      	 	
              2.

            	
              Consideration.
                Buyer shall issue and deliver to Seller, One Hundred and Thirty Million
                (130,000,000) shares of its common stock, par value $0.0001 (“Common
                Sock”) at the Closing (the “Purchase Price”). Seller acknowledges that the
                shares of Common Stock representing the Purchase Price have not been
                registered under the Securities Act of 1933, as amended (the “Securities
                Act”), or any state securities laws and therefore can not be resold unless
                they are registered under the Securities Act and applicable state
                securities laws or unless an exemption from such registration requirement
                is available. Seller is aware that Buyer is under no obligation to
                effect
                such registration with respect to the shares of Common Stock representing
                the Purchase Price or to file or comply with any exemption from
                registration. Buyer shall pay the Purchase Price by issuing Seller
                a stock
                certificate or certificates and the shares of Common Stock issued
                on such
                certificate(s) shall be deemed validly issued, fully paid and
                non-assessable. 

            


    

    


    
      	 	
              3.

            	
              Assumption
                of Interest: At
                Closing, Buyer shall “step into the shoes” of Seller and shall effectively
                assume all obligations and responsibilities of Altony, including
                any and
                all rights, title or interest in any assets, leases, trademarks or
                property of Altony, including Altony’s 100% ownership of the issued and
                outstanding membership interests of South American Hedge Fund. Buyer
                acknowledges that this Agreement does not constitute an individual
                asset
                purchase agreement; rather it is an assignment and assumption of
                Seller’s
                interest in Altony.

            


    

    


    
      	 	
              4.

            	
              Representations
                and Warranties of Seller

            


    

     

    
      	a.  	
              Seller
                hereby warrants and represents that Seller is the owner of and has
                good
                and marketable title to the Interest in Altony and to the best of
                Seller’s
                knowledge, Seller’s Interest in Altony is free and clear of all liens,
                claims, liabilities or encumbrances of any type whatsoever.
                

            


      


      	b.  	
              Seller
                hereby warrants and represents that Seller, prior to Closing, has
                delivered to Buyer any and all records, audits, documents, copies
                of
                governmental filings and any other items, assets or information relating
                to Altony and South American Hedge Fund, which are either in its
                possession or under its control.

            


      


      	c.  	
              To
                the best of Seller’s knowledge, as of the date hereof, there are no
                demands, suits, grievances, inquiries, governmental investigations,
                actions, claims or proceedings of any nature, public or private,
                pending
                or threatened, before any court, administrative agency, arbitrator
                or
                governmental body against Seller, Altony or South American Hedge
                Fund or
                their employees, officer or directors which may have a material adverse
                effect on Altony or South American Hedge Fund, nor to Seller’s knowledge
                is there any basis for any such
                proceedings.

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	 


      	d.  	
              Buyer
                has provided Seller a budget identifying the estimated operating
                expenses
                of Buyer from January of 2008 through April 2008. Seller
                hereby warrants that it reasonably and in good faith believes that
                there
                are or will be sufficient funds infused into the Buyer by its acquisition
                of Seller to reasonably ensure that the Buyer’s ongoing operating expenses
                from January 2008 through April 2008 will be met.
                

            


      


      	e.  	
              Seller
                warrants that any financial statements provided to Buyer by Seller,
                Altony
                and South American Hedge Fund are true and accurate records of accounts
                to
                the best of the Seller’s knowledge. 

            


      


      	f.  	
              Seller
                hereby warrants and represents that it is a corporation duly organized,
                validly existing and in good standing under the laws of the State
                of
                Arizona, has the requisite power and authority to carry on its business
                and has the right, power authority, and legal capacity to execute
                this
                Agreement and to perform its obligations under this Agreement. Seller
                further warrants and represents that its execution and performance
                of this
                Agreement does not: conflict with; is not in violation of; or will
                cause a
                material breach of any other agreements to which it is a party.
                

            


      


      	g.  	
              Seller
                hereby warrants and represents that to the best of its knowledge
                all of
                its board members, officers, principals, agents, and managers, have
                at all
                times maintained their fiduciary duties to Seller, and to its investors
                and shareholders and have complied with all fiduciary duties, and
                regulatory and statutory requirements in their dealings with and
                on behalf
                of Seller. Seller further warrants and represents that all dealings
                between Seller and its principals, directors, officers, board members,
                and
                managers have at all times been free of self-dealing and in compliance
                with all applicable fiduciary, statutory and regulatory
                obligations.

            


      


      	h.  	
              Seller
                hereby warrants that to the best of its knowledge neither Seller
                nor its
                officers, directors, agents, representatives, affiliated entities,
                servants, employees, predecessors, or trustees are aware of any criminal
                or regulatory investigations, inquiries, claims, indictments, or
                other
                proceedings whatsoever concerning or relating to the Seller or to
                the
                actions of its principals, directors, agents, officers, board members,
                or
                managers, nor to Seller’s knowledge is there any basis for any such
                proceedings.

            


      


      	i.  	
              Seller
                warrants and represents that there are no outstanding liens, mortgages,
                foreclosures, judgments, or other claims upon the property and assets
                of
                Seller, Altony or South American Hedge
                Fund.

            


      


      	j.  	
              Seller
                warrants that it has duly and timely filed all tax returns required
                to be
                filed by it under applicable law. All tax returns were correct and
                complete in all material respects. All taxes due and payable by Seller
                have been duly paid. Seller has no reason to believe any governmental
                authority will or intends to assess any additional taxes for any
                period
                for which tax returns have been filed. Seller is not aware of any
                tax
                assessment or claim by any governmental authority for taxes owed
                by
                Seller.

            


      
         

        
          	 	
                  5.

                	
                  Representations
                    and Warranties of Buyer


                


        



      	a.  	
              Buyer
                hereby warrants, represents and acknowledges that it has had an
                opportunity to review all records, documents, copies of government
                filings
                and any other items, leases, assets and any other information relating
                to
                Seller, Altony and South American Hedge Fund either in the possession
                of
                the Seller or under its control and Buyer has evaluated the merits
                and
                risks of acquiring Seller’s Interest in Altony, and has fully accepted the
                risk prior to the Closing. Buyer further warrants and acknowledges
                that
                notwithstanding any representations of Seller made in Section 4 .d.
                of
                this Agreement, the ability to infuse sufficient working capital
                to fund
                Buyer’s ongoing operating expenses from January, 2008 through April, 2008,
                is the sole responsibility of the Buyer.

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      	 	 


      	b.  	
              Buyer
                hereby warrants, represents, and acknowledges that it is aware that
                the
                Interest in Altony has not been registered under any applicable federal
                or
                state securities laws.

            


       

      	c.  	
              Buyer
                hereby warrants and represents that it has sufficient business and/or
                financial experience to reasonably protect its own interest in this
                transaction.

            


      


      	d.  	
              To
                the best of Buyer’s knowledge, as of the date hereof, there are no
                demands, suits, grievances, inquiries, governmental investigations,
                actions, claims or proceedings of any nature, public or private,
                pending
                or threatened, before any court, administrative agency, arbitrator
                or
                governmental body against Buyer which may have a material adverse
                effect
                on Buyer, nor to Buyer’s knowledge is there any basis for such
                proceeding.

            


      


      	e.  	
              Buyer
                hereby warrants that to the best of its knowledge neither Buyer nor
                its
                officers, directors, agents, representatives, affiliated entities,
                servants, employees, predecessors, or trustees are aware of any criminal
                or regulatory investigations, inquiries, claims, indictments, or
                other
                proceedings whatsoever concerning or relating to the Buyer or to
                the
                actions of its principals, directors, agents, officers, board members,
                or
                managers, nor to Buyer’s knowledge is there any basis for such
                proceeding.

            


      


      	f.  	
              Buyer
                hereby warrants and represents that its Board of Directors, by resolutions
                duly adopted at a meeting called and held, and not subsequently rescinded
                or modified, has unanimously approved the execution of this Agreement
                for
                and on behalf of Buyer, and the transaction contemplated hereby.
                Buyer
                further warrants and represents that its execution and performance
                of this
                Agreement does not: conflict with; is not in violation of; or will
                cause a
                material breach of any other agreement to which it is a
                party.

            


      


      	g.  	
              Buyer
                hereby warrants and represents that to the best of its knowledge
                all of
                its board members, officers, and managers, have at all times maintained
                their fiduciary duties to Buyer and to its investors and shareholders
                and
                have complied with all fiduciary duties and regulatory and statutory
                requirements in their dealings with and on behalf of Buyer. Buyer
                further
                warrants and represents that all dealings between the Buyer and its
                principals, directors, officers, board members, and managers, have
                at all
                times been free of self-dealing and in compliance with all applicable
                fiduciary, statutory and regulatory
                obligations.

            


       

      	h.  	
              Buyer
                warrants and represents that all outstanding debts, obligations and
                liabilities of which Buyer is aware as of February 1, 2008, have
                been
                disclosed to Seller. 

            


       

      	i.  	
              Buyer
                warrants and represents that to its knowledge there are no outstanding
                liens, mortgages, foreclosures, judgments, or other claims upon the
                property and assets of Buyer.

            


      


      	j.  	
              Buyer
                warrants that it has duly and timely filed all tax returns required
                to be
                filed by it under applicable law. All tax returns were correct
                and complete
                in all material respects. All taxes due and payable by Buyer have
                been duly paid. Buyer has no reason to believe any governmental authority
                will or intends to assess any additional taxes for any period for
                which
                tax returns have been filed. Buyer is not aware of any tax assessment
                or
                claim by any governmental authority for taxes owed by Buyer.
                

            


    

     

    
      	 	
              6.

            	
              Survival
                of Warranties.
                All representations, warranties, covenants and agreements contained
                in
                this Agreement and in any document, certificate, or other instrument
                delivered pursuant hereto or in connection with the transaction
                contemplated hereby will survive the execution of this Agreement
                .

            


    

    


    
      	 	
              7.

            	
              Indemnification
                of Buyer by Seller.
                With respect to the operations of Altony and South American Hedge
                Fund ,
                Seller hereby covenants and agrees to indemnify and hold harmless
                Buyer
                from and against and in respect of any and all claims, losses, expenses,
                damages, deficiencies, costs, obligations and liabilities including,
                without limitation, interest taxes, penalties, assessments, reasonable
                attorney’s fees, together with accountants and other professional fees and
                other costs and expenses incident to any suit, action or proceeding
                against Seller, or sustained or incurred, directly or indirectly,
                by
                Seller, which arises from, results from, constitutes, or relates
                to:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        	a.  	
                Any
                  claim, action, administrative proceeding, lawsuit or any other
                  proceeding
                  against or involving Seller, seeking damages, fees, costs, reimbursement,
                  salary, bonuses, employment, specific performance, contractual
                  enforcement, reinstatement, unemployment compensation or any other
                  moneys,
                  properties, commissions or other compensation or payments of any
                  nature by
                  any employee, company, third party, person or public or private
                  entity for
                  any impropriety, action, inaction, occurrences, incidents or any
                  other
                  underlying causes occurring or allegedly occurring prior to the
                  execution
                  of this Agreement or the transactions contemplated herein;
                  or

              


        


        	b.  	
                Any
                  breach by Seller of any representation, warranty or covenant contained
                  in
                  this Agreement or any other document(s) provided by Seller to Buyer
                  pursuant to this Agreement or delivered
                  herewith.

              


      

    

    


    
      	 	
              8.

            	
              Indemnification
                of Seller by Buyer.
                Buyer hereby covenants and agrees to indemnify and hold Seller harmless
                from and against and in respect of any and all claims, losses, expenses,
                damages, deficiencies, costs, obligations and liabilities including,
                without limitation, interest, taxes, penalties, assessments, reasonably
                attorney’s fees, together with accountants and other professional fees and
                other costs and expenses incident to any suit, action or proceeding
                against Buyer, or sustained or incurred, directly or indirectly,
                by Buyer,
                which arises from results from, constitutes, or relates
                to:

            


    

    

      	a.  	
              Any
                claim, action, administrative proceeding, lawsuit or any other proceeding
                against or involving Buyer, seeking damages, fees, costs, reimbursement,
                salary, bonuses, employment, specific performance, contractual
                enforcement, reinstatement, unemployment compensation or any other
                moneys,
                properties, commissions or other compensation or payments of any
                nature by
                any employee, company, third party, person or public or private entity
                for
                any impropriety, action, inaction, occurrences, incidents or any
                other
                underlying causes occurring or allegedly occurring prior to the execution
                of this Agreement or the transaction contemplated herein,
                unless
                the basis for any such claim action, administrative proceeding or
                lawsuit
                against Buyer relating to employment, salary, bonuses, or other
                compensation to any employee or officer of Buyer has been contractually
                modified prior to the date hereof.

            


      


      	b.  	
              Any
                breach by Buyer of any representation, warranty or covenant contained
                in
                this Agreement or any other document(s) provided by Buyer to Seller
                pursuant to this Agreement or delivered
                herewith.

            


      


      	c.  	
              Any
                claim asserted by a third party arising out of or relating to the
                acts or
                omissions of Altony and/or South American Hedge Fund on or after
                the date
                of the Closing pursuant to this
                Agreement.

            


    

    
      	 	 	 


      	 	
              9.

            	
              Notification
                of Claims.
                Each Party will promptly notify the other of any administrative,
                civil, or
                criminal claims, lawsuits, or actions against either Party, or relating
                to
                the Interest in Altony and/or the South American
                Hedge Fund, of which they receive notice by any means, so as to permit
                either
                Party
                an
                opportunity to prepare a timely defense to such claim or to attempt
                settlement.

            


    

    


    
      	 	
              10.

            	
              Miscellaneous

            


    

    

      	a.  	
              Binding
                Agreement.
                The Parties covenant and agree that this Agreement, including the
                recitals, when executed and delivered by the Parties, will constitute
                a
                legal, valid and binding agreement between the Parties and will be
                enforceable in accordance with its terms.


            


      


      	b.  	
              Assignment.
                This Agreement and all of the provisions hereof shall be binding
                upon and
                inure to the benefit of the Parties hereto, their legal representatives,
                successors or assigns.

            


      


      	c.  	
              Arbitration.
                In the event any controversy or dispute arises out of or relating
                to this
                Agreement or the breach thereof, each Party shall name an arbitrator
                within twenty (20) days after either Party notifies the other in
                writing
                that there is such dispute or controversy existing, and the two
                arbitrators shall name a third arbitrator. If either Party fails
                to select
                an arbitrator within twenty (20) days as required herein, or if the
                two
                arbitrators fail to select a third arbitrator within fifteen (15)
                days
                after both have been appointed, then the Presiding Judge of Maricopa
                County Superior Court shall appoint such other arbitrator or arbitrators.
                The arbitrators shall render a binding decision within sixty (60)
                days
                after their appointment and shall conduct all proceedings pursuant
                to
                Arizona Revised Statutes, Section 12-1501 through Section 12-1517,
                or the
                successor Statutes and the Rules of American Arbitration Association
                governing commercial transactions then existing, to the extent
                that such rules are not inconsistent with said statutes and this
                Agreement. Said decision shall be binding upon the Parties without
                the
                right of appeal. Judgment upon the award rendered under arbitration
                may be
                entered in any
                court having jurisdiction. The cost of the arbitration procedure
                shall be
                borne by the losing Party or, if the decision is not clearly in favor
                of
                one Party or the other, then the costs shall be borne as determined
                by
                such arbitration proceeding.

            


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      	d.  	
              Integration.
                This Agreement contains the entire understanding of the Parties with
                respect to the matters addressed herein. All prior and contemporaneous
                negotiations, agreements, restrictions, promises, representations,
                warranties, covenants or undertakings, other than those expressly
                set
                forth or referred to herein, shall be deemed merged into this Agreement
                and
                this Agreement supersedes all prior agreements and understandings
                between
                the parties with respect to the subject matter of this Agreement
                and the
                transactions contemplated thereby.

            


      


      	e.  	
              Modification.
                This Agreement
                may not be waived, changed, amended, discharged or terminated without
                the
                written agreement of the Parties.

            


      


      	f.  	
              Notices.
                All notices, requests, demands and other communications shall be
                deemed to
                have been duly given or made: (a)
                if delivered by hand, on the day it is so delivered to the recipient,
                (b)
                if mailed, certified or registered mail, postage prepaid, return
                receipt
                requested, on the date of acknowledgement of receipt, (c) if by first
                class US mail, on the fifth business day after it is mailed, (d)
                if by
                nationally recognized overnight delivery service, on the business
                day
                after it was sent, (e) if by facsimile transmission, on the day it
                was
                sent (with confirmation of receipt) to such Party as set forth below
                which
                address may be changed by notice to the other
                Party.

            




    
      	 	
              1.

            	
              If
                to Buyer, to:

            


    

    


    Delta
      Mutual Inc.

    Attn:
      President

    111
      North
      Branch Street

    Sellersville,
      PA 18960

    


    
      	 	
              2.

            	
              If
                to Seller, to:

            


    

    


    Egani
      Inc.

    Attn:
      President

    8260
      Raintree Drive

    Scottsdale,
      AZ 85206

    
      


      	g.  	
              Notification
                of Claims.
                Each Party will promptly notify the other of any third party claims
                against either Party relating to the transaction of which it receives
                knowledge or notice so as to permit such Party an opportunity to
                prepare a
                timely defense to such claim or to attempt
                settlement.

            


      


      	h.  	
              Attorney’s
                Fees.
                If any action, including an action in Arbitration pursuant to section
                10.c. herein, shall be brought to recover any amount under this Agreement,
                for any breach thereof, or to enforce or interpret any of the terms,
                covenants, or conditions of this Agreement, the prevailing Party
                shall be
                entitled to recover from the other Party, as part of prevailing Party’s
                costs, reasonable attorney’s fees, the amount of which shall be fixed by
                the court and shall be made a part of any judgment
                rendered.

            


      


      	i.  	
              Governing
                Law.
                This Agreement shall be governed and construed in accordance with
                the laws
                of the State of Arizona and shall be binding upon and inure to the
                benefit
                of the Parties and their heirs, legal representatives, successors
                and
                assigns.

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	j.  	
              Venue.
                The proper venue for any proceeding at law or in equity or under
                the
                provisions for arbitration shall be Maricopa County,
                Arizona.

            


      


      	k.  	
              Counterparts.
                This Agreement may be executed simultaneously in two or more counterparts,
                each of which shall be deemed an original, but all of which together
                shall
                constitute one and the same instrument.

            


      


      	l.  	
              Severability.
                If any portion of this Agreement shall be finally determined by any
                court
                of law or government body of competent jurisdiction to violate applicable
                law, or otherwise not to conform to requirements of law and therefore
                to
                be invalid, the Parties will cooperate to remedy or avoid the invalidity,
                but in any event, will not upset the general balance of relationship
                created or intended to be created between them as manifested in this
                Agreement and the instruments referred to herein. Except insofar
                as it
                would be an abuse of the foregoing principle, the remaining provisions
                hereof shall remain in full force and
                effect.

            


      


      	m.  	
              Other
                Documents.
                The Parties shall upon reasonable request of the other, execute such
                documents as may be necessary or appropriate to carry out the purposes
                and
                intent of this Agreement.

            


      


      	n.  	
              Headings.
                The paragraph headings hereof are intended solely for convenience
                of
                reference and shall not be construed to explain any of the provisions
                of
                this Agreement.

            


      


      	o.  	
              Time
                is of the Essence.
                Time is of the essence in this Agreement.

            


      


      	p.  	
              No
                Waiver and Remedies.
                No failure or delay on a Party’s part to exercise any right or remedy
                hereunder shall operate as a waiver thereof, nor shall any single
                or
                partial exercise by a Party or a right or remedy hereunder preclude
                a
                Party from asserting any other rights provided by this Agreement.
                No
                remedy or election hereunder shall be deemed exclusive but it shall,
                whenever possible, be cumulative with other remedies in law or
                equity.

            


      	 	 


    

    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this Agreement on the day, month and year first
      above written.

     

    
      
        	 	 
	
                Egani
                  Inc. 

              	
                Delta
                  Mutual, Inc. 

              
	
                (Seller)
                  

              	
                (Buyer)
                  

              
	 	 
	 	 
	
                By:
                  /s/
                  Daniel Peralta  

              	
                By:
                  /s/
                  Peter F. Russo

              
	
                Daniel
                  Peralta 

              	
                Peter
                  F. Russo

              
	
                President
                  

              	
                President

              
	
                 

              	 
	
                 

              	 
	
                Witness:
                  /s/
                  Malcolm W. Sherman 

              	
                Witness:
                  /s/ Judith M. Dallas

              
	
                Malcolm
                  W. Sherman 

              	
                Judith
                  M. Dallas

              


      

    

     

     

                                 Seal:
      (Impression of the seal of Delta Mutual, Inc.)