EXHIBIT 10.33

                               DELTA MUTUAL, INC.
                                  8% TERM NOTE

$_____                                                             April 5, 2005
                                                      Sellersville, Pennsylvania

FOR VALUE RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the "Company"),
with offices at 111 North Branch Street, Sellersville, PA 18960, promises to pay
to _____________ (the "Lender"), in care of ___________________ in lawful money
of the United States of America, the principal sum of _________ Thousand Dollars
($_____________), together with interest from the date of this Note on the
unpaid principal balance at a rate equal to eight percent (8%) per annum,
computed on the basis of the actual number of days elapsed and a year of 365
days and compounded quarterly on the last day of each calendar quarter. All
unpaid principal, together with any unpaid and accrued interest, shall be due
and payable at any time after the earlier of (i) the Maturity Date (as defined
below), or (ii) when, upon or after the occurrence of an Event of Default (as
defined below), such amounts are declared due and payable by Lender or made
automatically due and payable in accordance with the terms hereof.

      The following is a statement of the rights of the Lender and the
conditions to which this Note is subject, and to which the Lender, by the
acceptance of this Note, agrees:

      Definitions. As used in this Note, the following capitalized terms have
the following meanings:

      "Company" includes the corporation initially executing this Note and any
Person which shall succeed to or assume the obligations of the Company under
this Note.

      1.2 "Event of Default" has the meaning given in Section 6 hereof.


      1.3 "Lender" shall mean the Person specified in the introductory paragraph
of this Note.

      1.4 "Maturity Date" shall mean October 2, 2005.

      1.5 "Obligations" shall mean all obligations, owed by the Company to the
Lender, now existing or hereafter arising under or pursuant to the terms of this
Note.

      "Person" shall mean and include an individual, a partnership, a
corporation (including a business trust), a joint stock the Company, a limited
liability the Company, an unincorporated association, a joint venture, any other
entity or a governmental authority.

Interest. All accrued and unpaid interest on this Note shall be due and payable
on the Maturity Date.

Seniority. This Note shall be senior to all general obligations of the Company
including, trade payables and other obligations incurred in the ordinary course
of business.

Prepayment at the Lender's Option. At any time prior to the Maturity Date, the
Company may not repay this Note, in whole or in part, including all accrued
interest on this Note, without the prior written consent of the Lender. If
Lender permits, any such repayment will be applied first to the payment of
unpaid interest accrued on this Note and second, to the payment of principal of
this Note.


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Representations and Warranties of The Lender. The Lender represents and warrants
to the Company upon the acquisition of the Note as follows:

      Binding Obligation. The Lender has full legal capacity, power and
authority to execute and deliver this Note and to perform its obligations
hereunder. This Note is a valid and binding obligation of the Lender,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the
enforcement of creditors' rights generally and general principles of equity.

      Own Account. The Lender is purchasing this Note for its own account for
investment, not as a nominee or agent, and not with a view to, or for resale in
connection with, the distribution thereof. The Lender has such knowledge and
experience in financial and business matters that the Lender is capable of
evaluating the merits and risks of such investment, is able to incur a complete
loss of such investment and is able to bear the economic risk of such investment
for an indefinite period of time.

Events of Default. The occurrence of any of the following shall constitute an
"Event of Default" under this Note:

      Failure to Pay. If the Company shall fail to pay any principal or interest
payment, or any other payment, required under the terms of this Note on the
dates due and such payment shall not have been made within ten (10) business
days of the Company's receipt of written notice from the Lender of such failure
to pay;

      Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i)
apply for or consent to the appointment of a receiver, trustee, liquidator or
custodian of itself or of all or a substantial part of its property, (ii) be
unable, or admit in writing its inability, to pay its debts generally as they
mature, (iii) make a general assignment for the benefit of its or any of its
creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term
may be defined or interpreted under any applicable statute), (vi) commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or consent to any such relief or to
the appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (vii) take any
action for the purpose of effecting any of the foregoing; or

      Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the
appointment of a receiver, trustee, liquidator or custodian of the Company or of
all or a substantial part of the property thereof, or an involuntary case or
other proceedings seeking liquidation, reorganization or other relief with
respect to the Company or the debts thereof under any bankruptcy, insolvency or
other similar law now or hereafter in effect shall be commenced and an order for
relief entered or such proceeding shall not be dismissed or discharged within
sixty (60) days of commencement.

Rights of The Lender upon Default. Upon the occurrence or existence of any Event
of Default (other than an Event of Default referred to in Sections 6.2 and 6.3)
and at any time thereafter during the continuance of such Event of Default, the
Lender may, by written notice to the Company, declare all outstanding
Obligations payable by the Company hereunder to be immediately due and payable
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived. Upon the occurrence or existence of any Event
of Default described in Sections 6.2 and 6.3, immediately and without notice,
all outstanding Obligations payable by the Company hereunder shall automatically
become immediately due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived. In addition
to the foregoing remedies, upon the occurrence or existence of any Event of
Default, the Lender may exercise any other right, power or remedy otherwise
permitted to it by law, either by suit in equity or by action at law, or both.

Successors and Assigns. Subject to the restrictions on transfer described in
Sections 10 and 11 below, the rights and obligations of the Company and the
Lender of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.


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Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written consent of the Company and the Lender.

Transfer of this Note. This Note may not be sold, assigned or transferred by the
Lender. , the Company shall treat the Lender hereof as the owner and holder of
this Note for the purpose of receiving all payments of principal and interest
hereon and for all other purposes whatsoever, whether or not this Note shall be
overdue, and the Company shall not be affected by notice to the contrary.

Assignment by The Company. Neither this Note nor any of the rights, interests or
obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Company without the prior written consent of the
Lender.

Notices. All notices, requests, demands, consents, instructions or other
communications required or permitted hereunder shall in writing and faxed,
mailed or delivered to each party at the respective addresses or facsimile
numbers of the parties. All such notices and communications shall be effective
(a) when sent by Federal Express or other overnight service of recognized
standing, on the business day following the deposit with such service; (b) when
mailed, by registered or certified mail, first class postage prepaid and
addressed as aforesaid through the United States Postal Service, upon receipt;
(c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation
of receipt.

Usury. In the event any interest is paid on this Note that is deemed to be in
excess of the then legal maximum rate, then that portion of the interest payment
representing an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this Note.

Waivers. The Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.

Governing Law. This Note and all actions arising out of or in connection with
this Note shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the conflicts of law provisions
of the Commonwealth of Pennsylvania, or of any other state.


      IN WITNESS WHEREOF, The Company has caused this Note to be issued as of
the date first written above.

                                            DELTA MUTUAL, INC.
                                            a Delaware corporation


                                            By: ________________________________
                                            Name:     Peter F. Russo
                                            Title:    President & CEO


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