SECOND AMENDMENT TO 4% CONVERTIBLE PROMISSORY NOTE

EXHIBIT 4.6b

                               SECOND AMENDMENT TO
                         4% CONVERTIBLE PROMISSORY NOTE


         SECOND AMENDMENT, dated as of July 6, 2006, TO 4% CONVERTIBLE
PROMISSORY NOTE, dated May 12, 2004, 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 Xxxx Xxxxxx, an individual,
of 00000 Xx. Xxxxxxx Xxxxxxxxx, # 000, Xxxx Xxxxx, XX 00000 (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 4%
Convertible Promissory Note, dated May 12, 2004, as amended, (the "Original
Note") pursuant to which the Borrower has borrowed the amount of $193,740 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 September 12, 2006.

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

         3. This THIRD AMENDMENT supercedes any and all prior written or oral
agreements with respect to the Original Note, and 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



         IN WITNESS WHEREOF, the Borrower and the Holder have executed this
Third Amendment as of the date first written above.


        DELTA MUTUAL INC.                          XXXX XXXXXX
        (BORROWER)                                   (HOLDER)




By: /s/ Xxxxx X. Xxxxx                         By:  /s/ Xxxx Xxxxxx
    -------------------------                      ---------------------
     Xxxxx X. Xxxxx                                   Xxxx Xxxxxx
     President & CEO