EXHIBIT 10.9
DELTA MUTUAL, INC.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Tel: 000.000.0000
February 4, 2003
J. Dapray Xxxx
Xxxxx 000
000 X Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Dear Xx. Xxxx:
This will serve as an agreement between Delta Mutual, Inc., a Delaware
corporation (the "Company") and you with respect to compensation for your past
services to the Company.
The Company acknowledges that you performed legal services for it from
April 1, 2001 to November 1, 2002, and that you are currently providing legal
services. Services in 2001-2002 related primarily to reviewing a Form S-4
Registration Statement prepared by Xxxxxxxx & Xxxxxxx, and numerous amendments
thereto, for a proposed acquisition of Enterprises Solutions, Inc. Services also
included preparation and filing of a proxy statement. None of such services
related to a capital-raising transaction nor were they promotional services.
Fees for such services amounted to $32,250.44. The Company
acknowledges that the $32,250.44 invoiced for such services is reasonable and
due and owing, and that you are entitled to interest in an amount of $2,418.78,
making a balance due of $34,669.22.
Pursuant to our discussions, you have agreed to accept 50,000
restricted Shares of the Company's common shares (the "Shares") against such
indebtedness. The amount of the Company's indebtedness to you will be reduced by
the proceeds of such sale, and any indebtedness remaining after such sale will
remain an obligation of the Company to you. The Company agrees to file a
registration statement with the Securities and Exchange Commission on Form S-8,
to include your Shares in such registration statement, and to use its best
efforts to cause such registration statement to become effective under the
Securities Act of 1933 in the first half of 2003. We will notify you as soon as
the registration statement becomes effective, and provide you with a reasonable
number of copies of the prospectus for your use in selling the Shares.
If these terms are agreeable, please so indicate by signing your name
where indicated below, and returning a signed copy to me.
Very truly yours,
Delta Mutual, Inc.
by: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
Agreed and Accepted:
/s/ J. Dapray Xxxx
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J. Dapray Xxxx
