AMENDMENT TO SECOND AMENDED AND RESTATED 4% CONVERTIBLE NOTE

EXHIBIT 4.5b

                                  AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                               4% CONVERTIBLE NOTE


         AMENDMENT TO SECOND AMENDED AND RESTATED 4% CONVERTIBLE NOTE, dated as
of July 6, 2006, made by and between Delta Mutual, Inc., a Delaware corporation,
with its principal offices located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX
00000 (the "Borrower") and T&T Vermoegensverwaltungs AG, as lawful transferee,
dated May 12, 2004, of Xxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx (the
"Holder"). Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to such term in the Original Note.

         WHEREAS, the Borrower and the Holder are parties to that certain Second
Amended and Restated 4% Convertible Note, dated May 12, 2004, (the "Original
Note") pursuant to which the Borrower has borrowed the amount of $129,160 from
the Holder;

         WHEREAS, the Original Note provides that the Maturity Date shall be
         July 12, 2006; and WHEREAS, the Borrower and the Holder have agreed to
         extend the Maturity
Date and to amend Section 1.6 of the Original Note in order to provide the
Borrower with additional time to secure financing; and

         WHEREAS, in accordance with the terms and conditions of the Original
Note, the Borrower and the Holder hereby approve the amendment of the Original
Note as set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:

1. By their respective execution of this AMENDMENT, the Borrower and the Holder
agree that Section 1.6 of the Original Note is hereby amended to read in its
entirety as follows: "Maturity Date" shall mean October 12, 2006.

2. Except as expressly provided herein, the Original Note shall continue in full
force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken
together, shall be deemed an original and shall constitute a single AMENDMENT.


                            -SIGNATURE PAGE FOLLOWS-




DELTA MUTUAL INC.                     T&T VERMOEGENSVERWALTUNGS  AG



By: /s/ Xxxxx X. Xxxxx                By:   /s/ Ivano Angelastri
    -------------------                    ------------------------
        Xxxxx X. Xxxxx                      Name: Ivano Angelastri
        President & CEO                     Title:  President