Exhibit
10.54





DELTA
MUTUAL, INC.


6% PROMISSORY
NOTE




$5,000
              February
      19, 2009Scottsdale,
      Arizona




FOR VALUE
RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the "Company"), with its
principal office at 14301 North 87th Street,
# 310, Scottsdale AZ 85260, promises to pay to Malcolm W. Sherman, an
individual, (the "Lender"), with a mailing address of 9034 East Caribbean Lane,
Scottsdale, AZ 85260, in lawful money of the United States of America, the
principal sum of Five Thousand Dollars ($5,000), 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 Section 5 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 for 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 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 governmental
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


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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 State of Arizona, without regard to the conflicts of law provisions of the
State of Arizona, 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 corporationBy:
                    /s/
      Martin G.. ChilekName:
                    Martin
      G. ChilekTitle:
                    Sr.
      Vice President &
CFO


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