AMENDMENT TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE

EXHIBIT 4.5d

                                  AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                               4% CONVERTIBLE NOTE


         AMENDMENT TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE, is dated
as of November 27, 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, 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 Third
Amended and Restated 4% Convertible Note, dated May 12, 2004, as amended (the
"Original Note"), pursuant to which the Borrower has borrowed the amount of
$100,000 from the Holder;

         WHEREAS, the Original Note provides that the Maturity Date shall be
         November 30, 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 February 28, 2007.

         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.

         4. IN WITNESS WHEREOF, the Borrower and the Holder have caused this
AMENDMENT to be executed as of the date first written above.


                            -SIGNATURE PAGE FOLLOWS-





DELTA MUTUAL, INC.                      T&T VERMOEGENSVERWALTUNGS  AG
  (BORROWER)                                 (HOLDER)




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