EXHIBIT 10.33b


                        SECOND AMENDMENT TO 8% TERM NOTE

      SECOND AMENDMENT, dated as of December 19, 2005, TO 8% TERM NOTE, dated
April 5, 2005, as amended on September 30, 2005, made by and between Delta
Mutual, Inc., a Delaware corporation, with its principal offices located at 111
North Branch Street, Sellersville, PA 18960 (the "Borrower") and ______________
(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 8% Term
Note, dated April 5, 2005, as amended on September 30, 2005, (the "Original
Note") pursuant to which the Borrower has borrowed the amount of $___________
from the Holder;

      WHEREAS, the Original Note provides that the Maturity Date shall be
January 3, 2006; and

      WHEREAS, the Borrower and the Holder have agreed to extend the Maturity
Date and to amend Section 1.4 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:

      3. By their respective execution of this Agreement, the Borrower and the
Holder agree that Section 1.4 of the Original Note is hereby amended to read in
its entirety as follows: "Maturity Date" shall mean April 3, 2006.

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


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

                  DELTA MUTUAL INC.                 __________________________




            By: _______________________        By: ___________________________
                  Peter F. Russo
                   President & CEO


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