EXHIBIT 10.16

                             JOINT VENTURE AGREEMENT

         This AGREEMENT, made and entered into this 14th day of January, 2004
By and existing between Delta Mutual, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, and having its head office at
111 North Branch Street, Sellersville, PA 18960 (hereinafter referred to as
"Delta"), and Hi Tech Consulting and Construction, Inc., a corporation duly
organized and existing under the laws of the State of Virginia, and having its
head office presently located at 1725 Gosnell Road, Suite 203, Vienna, VA 22182
(hereinafter referred to as "Hi Tech').

                                  WITNESSETH :

         WHEREAS, Delta and its AFFILIATES (as hereinafter defined) are engaged,
inter-alia, in providing environmental SERVICES (as hereinafter defined), and
have accumulated unique knowledge and experience in that connection; and

         WHEREAS, Hi Tech and Delta mutually agreed to establish a corporation
under the laws of the State of Delaware, in which each of them will be
shareholders, for the purpose of the sale of such SERVICES primarily in Middle
East and Africa;

         NOW THEREFORE, for and in consideration of the premises and mutual
covenants herein contained, Delta and Hi Tech hereby set forth their agreement
as follows:

SECTION   1.00    DEFINITIONS

         When used in the Agreement, each of the terms set forth in this SECTION
1.00 shall have the meaning indicated:

                  1.01     "NEWCO"

         The stock corporation to be incorporated under the laws of the State of
Delaware by the parties hereto in the manner provided in Section 3.00 hereof,
and to be known as "Delta-Envirotech".

                  1.02     "EFFECTIVE DATE"

         Those authorizations, validations, licenses, ruling or other
governmental approvals or actions required or permitted to be obtained pursuant
to SECTION 2.00 hereof.

                  1.03     "EFFECTIVE DATE"

         The date on which both parties have agreed that all AUTHORIZATIONS have
been obtained and are satisfactory to both parties.

                  1.04     "ASSOCIATED AGREEMENTS"

         Those agreements related to this Agreement which are to be executed
simultaneously herewith and which are listed in SECTION 4.00.

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                  1.05     "SERVICES"

         Providing SERVICES for the cleaning and recycling of polluted land and
water for industrial and civil applications. Where applicable, the rights to use
certain patents to produce alternative fuels from waste materials.

                  SECTION  2.00     AUTHORIZATIONS TO BE OBTAINED

                  2.01     Failure to Obtain AUTHORIZATIONS

         In the event that the AUTHORIZATIONS shall not have been obtained
within one hundred twenty (120) days after the date of execution of this
Agreement, unless otherwise mutually agreed in writing between the parties
hereto, this Agreement and the ASSOCIATED AGREEMENTS shall terminate
automatically and rights, duties and obligations of each of the parties
hereunder to the other shall no longer exist, except as otherwise provided in
SECTION 11.00 hereof.

SECTION  3.0      FORMATION OF NEWCO

                  3.01     Organization and Registration

         Promptly after the EFFECTIVE DATE, Hi Tech shall take steps necessary
to organize and register NEWCO under the laws of the State of Virginia. The
registered head office of NEWCO shall be located in the State of Virginia. The
parties hereto shall closely cooperate and consult with and assist each other
with respect to the procedures and particulars of the organization of NEWCO.

                  3.02     Articles of Incorporation of NEWCO

         At the time of the organization and registration of NEWCO pursuant to
Paragraph 3.01 hereof, and parties hereto shall cause NEWCO to adopt as its
articles of incorporation the structure as established by the Secretary of State
of the State of Delaware.

                  3.03     Business Purposes of NEWCO

         At the time of the organization and registration of NEWCO pursuant to
Paragraph 3.01 hereof, the articles of incorporation of NEWCO shall contain the
following business objectives and purposes:

                  3.03.01  To provide remediation and recycling services to
                           entities required to clean polluted areas.

                  3.03.02  To provide alternative fuels for industrial
                           applications from waste materials.

                  3.03.03  To engage in all business and activities related or
                           incidentalto any of the foregoing.

                  3.04     Total Paid-In Captial of NEWCO

          NEWCO pursuant to Paragraph 3.01 hereof, NEWCO shall have an initial
paid-in capital of $750,000 as specified in Exhibit I.

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                  3.05     Capital Contributions

         Delta shall contribute to NEWCO, as its contribution to the initial
paid-in capital of NEWCO, the sum of $375,000 in cash. Additionally, Delta shall
issue to Mehran David Razmara, the appointee as President and C E O of NEWCO,
Fifty Thousand (50,000) shares of restricted common stock of Delta Mutual, Inc.
UPON SIGNING AND AN ADDITIONAL Fifty Thousand Shares 50,000 shares of its
restricted common stock no later than end March 2004. Hi Tech shall contribute
to NEWCO, as its contribution the amounts incurred in development of the
business structure as per Exhibit II and markets. In exchange for the
contributions described in this Paragraph 3.05, NEWCO shall issue SHARES of par
value of $0.001 per SHARE as follows: 1) to , Delta 750 SHARES; and 2) to Hi
Tech, 750 SHARES.

SECTION  4.00     ASSOCIATED AGREEMENTS

                                    None

SECTION  5.00     MANAGEMENT OF NEWCO

                  5.01     Meeting of the Shareholders of NEWCO

Each shareholder of NEWCO shall be given timely notice of the time, date and
place of general meetings of shareholders, in no event later than thirty (30)
days prior to the date of convocation of each such meeting, in each case;
provided, however, that such period of notice maybe shortened for any particular
meeting with the unanimous consent of all the shareholders of record. Notices of
general meetings of shareholders of NEWCO given to shareholders who do not
reside in Virginia shall be sent by fax and confirmed by registered airmail or
courier. All such notices shall be accompanied by a complete agenda for the
meeting, in each case. An annual general meeting of shareholders shall be held
within ninety days after the close of each business year.

                  5.02     Resolutions of Shareholders

                  Except as otherwise required by mandatory provisions of law or
                  provided for in the articles of incorporation of NEWCO: 1) A
                  quorum for a general meeting of the shareholders of NEWCO
                  shall require the presence, in person or by proxy, of
                  shareholders of NEWCO holding two-thirds of the total issued
                  and outstanding SHARES of NEWCO entitled to vote; and 2)
                  Resolutions of general meetings of the shareholders of NEWCO
                  shall be adopted by the affirmative vote of two-thirds of the
                  SHARES represented in person or by proxy at a meeting at which
                  a quorum is present, including without limitation the
                  following:

                  1.       Any amendment of the Articles of Incorporation;


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                  2.       Any alteration of the authorized capital or capital
                           reserves of the NEWCO;

                  3.       Transfer of the whole or of an important part of the
                           business of NEWCO or taking over of the whole or a
                           part of the business of any other company or entry
                           into any joint venture or partnership;

                  4.       Dismissal of Directors and statutory Auditor;
                           provided that a party shall only vote for the removal
                           of a director at the request of the party who
                           nominated that director;

                  5.       Dismissal of and hiring (of new) Independent Public
                           Accountants;

                  6.       Any other matters the adoption of which requires
                           special resolution of general shareholders meeting
                           under the Uniform Commercial Code.

                  5.03     The Board of Directors of NEWCO

         Except as otherwise required by mandatory provisions of law or provided
         for in the articles of incorporation of NEWCO, responsibility for the
         management, direction and control of NEWCO shall be vested in the board
         of directors of NEWCO. The articles of incorporation of NEWCO shall,
         unless otherwise mutually agreed in writing between the parties hereto,
         provide for the election of three (3) directors of NEWCO.

                  5.04     Election of Directors

         The directors of NEWCO shall be elected at general meetings of
         shareholders. It is understood and agreed by the parties hereto that
         one (1) of the directors of NEWCO shall be individuals nominated by
         Delta Mutual, Inc., and two (2) shall be individuals nominated by Hi
         Tech. Each of the parties hereto hereby covenants and agrees to vote
         its SHARES of NEWCO to cause the election of the directors nominated in
         accordance with the foregoing. In the event of the death, incapacity,
         resignation or other removal of a director prior to the end of his
         term, each of the parties hereto agrees to vote its shares so as to
         elect as his replacement a director nominated by the party hereto who
         nominated the director whose death, incapacity, resignation or removal
         was the cause of such vacancy.

                  5.05     Meetings of the Board of Directors of NEWCO

         Each of the directors of NEWCO shall be given timely written notice of
         the time, date and place of meetings of the board of directors of
         NEWCO, in no event later than thirty (30) days prior to the date of
         convocation of such meetings, in each case; provided, however, that
         such period of notice maybe shortened or dispensed with for any
         particular meeting by the unanimous written consent of all the
         directors in office. Notices of meetings of the board of directors of
         NEWCO given to directors who do not reside in Virginia shall be sent by
         fax and confirmed by either registered airmail or courier. All such
         notices shall be accompanied by a complete agenda for the meeting, in
         each case. All directors of NEWCO shall receive copies of minutes of
         all meetings of the board of directors.



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                  5.06     Resolutions of Directors

         Except as otherwise required by mandatory provisions of law, or by the
         articles of incorporation of NEWCO, resolutions of the board of
         directors shall be adopted only by the affirmative vote of a majority
         of all of the directors of the company to be elected to office pursuant
         to Paragraph 5.04 hereof, present in person, provided however, that the
         following matters may only be approved by unanimous consent of all the
         directors:

                  1.       Adoption of a Three Year Operating Plan or approval
                           of any significant deviation from the Three Year
                           Operating Plan last approved by the shareholders;

                  2.       The acceptance of any customer order that would
                           require additional facilities and investment or
                           substantial outside contracting for such order;

                  3.       Incurring liabilities substantially in excess of
                           approved plan levels whether or not in the ordinary
                           course of business;

                  4.       Extending credit, in terms of time or amounts, beyond
                           approved levels; and

                  5.       Offering warranties or guarantees on product
                           performance beyond approved statements.

                  5.07     Representative Director

         NEWCO shall have one (1) representative director who shall be appointed
         by the board of directors of NEWCO from among the members of said board
         and who shall be an individual nominated by Hi Tech and acceptable to
         the Parties.

                  5.08     Officers

         NEWCO shall have the following officers:

                  President and C E O

         Each of the parties hereto hereby covenants and agrees to cause the
         directors of NEWCO nominated by it to cast their votes so as to appoint
         as officers of NEWCO individuals who qualify under the respective
         sub-paragraph of this Paragraph 5.08. In the event of the death,
         incapacity, resignation or other removal of an officer prior to the end
         of his term, each of the parties hereto agrees to cause the directors
         of NEWCO to cast their votes so as to appoint as his replacement a
         nominee who qualifies under the foregoing provisions of this Paragraph
         5.08.

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                  5.09     Auditor

         NEWCO shall have one statutory auditor who shall be approved by both
parties.

                  5.10     Accounting Period and Books of Account

                  5.10.1   Accounting Period and Books of Account

                           The accounting period of NEWCO shall commence of
                           January 1 of each year and end on December 31 of the
                           same year; provided, however, that the first
                           accounting period of NEWCO shall commence on the date
                           of organization of NEWCO pursuant to Paragraph 3.01
                           hereof and end on December 31 of the same year.

                  5.10.2   Books of Account

                           NEWCO shall keep true and accurate books of account
                           and records in accordance with sound accounting
                           practices, employing standards, procedures and form
                           in conformity with generally accepted accounting
                           practices.

                  5.11     Independent Public Accountants

                           At the end of each accounting period of NEWCO, the
                           books of account and records of NEWCO shall be
                           audited, at the expense of NEWCO, by a firm of
                           certified public accountants of international
                           reputation, competent to audit the books of NEWCO in
                           the manner required by Paragraph 5.10 hereof. Such
                           firm of independent public accountants shall certify
                           the annual financial reports of NEWCO suitable for
                           use by each of the parties hereto in connection with
                           its financial and tax reports.

                  5.12     Reporting and Inspection of NEWCO Records

                           NEWCO shall submit to its shareholders, copies of the
                           following reports:

                  Quarterly Statement of Profit and Loss.

                  Quarterly Balance Sheet and Statement of Accounts.

                  Quarterly Listing of Purchase Commitments by month.

                  Quarterly Forecast of Profit and Loss and Balance Sheet.



         Further, NEWCO shall make available to each of the parties hereto, or
         to their authorized representatives, its books of account and records,
         if and when either party hereto shall so request.

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         SECTION  6.00     FACILITIES, PERSONNEL

                           6.01 Operating Facilities

                           As soon as possible after the EFFECTIVE DATE, NEWCO
                           shall complete any required office space. Additional
                           operating facilities maybe constructed by NEWCO in
                           the future, or acquired through purchase or lease, in
                           accordance with pertinent provisions of its articles
                           of incorporation.

                           6.02 Personnel

                           6.02.1 General

                           All personnel employed by NEWCO shall become
                           full-time regular employees of NEWCO, and shall not
                           be on loan or detached service from another employer
                           unless otherwise agreed between the parties. The
                           conditions of employment of such personnel, including
                           the remuneration thereof, shall be established in
                           work rules to be adopted by the board of directors of
                           NEWCO.

                           6.02.2 Recruiting

                           Hi Tech agrees to facilitate recruiting of
                           operational personnel by NEWCO so as to provide the
                           greatest possible assistance in the commencement and
                           development of operations of NEWCO.

                           6.02.3 Expatriate Personnel

                           If the parties decide that it is necessary to employ
                           non-US citizens in the operation of NEWCO, the
                           parties shall cooperate and mutually assist each
                           other in effecting same.

         SECTION  7.00 FINANCING


                           7.01 Manner of Providing Additional Capital

                           The parties agree that, should it be determined by
                           agreement between them, in accordance with sound and
                           prudent business practices, that additional capital
                           is required for NEWCO beyond that to be contributed
                           pursuant to SECTION 3.00 hereof, and further beyond
                           credit facilities available directly to NEWCO such
                           additional capital will, except as otherwise provided
                           elsewhere in the SECTION 7.00, be provided by Delta
                           and Hi Tech and each in proportion to its equity
                           interest in NEWCO, and in like manner and on the same
                           terms and conditions, whether made in the form of
                           equity, debt or guarantees of loans authorized to be
                           taken by NEWCO or otherwise, unless the parties
                           otherwise mutually agree in writing.

<PAGE>

                           7.02 Condition for Obligation of Additional Capital

                           Anything to the contrary in the SECTION 7.00
                           notwithstanding, the parties shall not be required to
                           provide any additional capital for NEWCO, whether in
                           the form of loans, equity, guarantees, or otherwise,
                           unless and until it shall first obtain such
                           governmental validations, authorizations, licenses or
                           other proposals as maybe necessary or desirable under
                           applicable laws or regulations in force at the time
                           such additional capital is to be provided.

                           7.03 Pre-emptive Rights

                           The parties hereto, as shareholders of NEWCO, shall
                           have pre-emptive rights to acquire any SECURITIES
                           which NEWCO may issue subsequent to its organization
                           and registration pursuant to Paragraph 3.01 hereof,
                           each in proportion to its equity interest in NEWCO.
                           Should either of the parties hereto decline such
                           right, the other party hereto shall have pre-emptive
                           rights to all such additional SECURITIES so declined
                           by the other; provided, however, that it is expressly
                           understood and agreed that the failure of to exercise
                           its pre-emptive rights, as aforesaid, for the reason
                           that any requisite authorization, license, or
                           approval, as maybe required by laws or regulations
                           then in effect, cannot be obtained therefore in form
                           and substance satisfactory to Delta shall not be
                           considered or deemed a waiver by of such pre-emptive
                           rights or an election by not to so subscribe, and Hi
                           Tech shall not therefore have the right to subscribe
                           to any portion whatsoever of such additional
                           SECURITIES including either its own portion or that
                           of.

                           8.0 TRANSFERS, ETC. OF SECURITIES

                           8.01 General Restriction of Transfers Etc.

                           Except as otherwise expressly provided for in the
                           SECTION 8.00, Delta and Hi Tech mutually covenant and
                           agree not to sell, assign, pledge or in any other
                           manner transfer title or rights to, or otherwise
                           encumber, any of the SECURITIES of NEWCO held by them
                           respectively, or to take any action leading to or
                           likely to result in any of the foregoing.

<PAGE>


                           8.02 Transfers

                           Anything to the contrary in the SECTION 8.00
                           notwithstanding, neither Party shall have the right,
                           without obtaining the prior written consent of the
                           other Party, to transfer to any AFFILIATE of, or any
                           corporation acquiring all or substantially all of the
                           assets of, or any surviving or newly formed
                           corporation in connection with a merger or
                           amalgamation involving all or any portion of the
                           SECURITIES of NEWCO held by; provided, however, that
                           prior to any such transfer of the SECURITIES of NEWCO
                           by pursuant to this Paragraph 8.02, the other Party
                           shall be apprised and consulted concerning the
                           manner, timing and purpose of such transfer, and a
                           written undertaking by the prospective transferee of
                           the obligations of hereunder shall be obtained and
                           submitted to the other Party.

         SECTION  9.00 ADDITIONAL UNDERTAKINGS AND COVENANTS

                  9.01     Performance of ASSOCIATED AGREEMENTS

                           The parties hereto agree to exercise their best
                           efforts to cause the full, timely and faithful
                           performance by NEWCO of all the terms and conditions
                           of the ASSOCIATED AGREEMENTS to which NEWCO shall
                           become a party pursuant to SECTION 4.00 hereof.

                           9.02 Industrial Property Rights

                           Hi Tech shall not, directly or indirectly, itself or
                           through any other person or firm controlled (directly
                           or indirectly) by it secure by this Agreement or any
                           ASSOCIATED AGREEMENT or by any of its actions
                           thereunder any right in or to any patent or patent
                           rights in any PRODUCT or any right in or to any
                           proprietary technology and know-how relating to any
                           PRODUCT disclosed by or its AFFILIATES pursuant to
                           this Agreement or any of the ASSOCIATED AGREEMENTS,
                           or in any trade names, trade or service marks,
                           copyrights, designs or any other property rights of
                           or its AFFILIATES, whether registered or not relating
                           to or used in connection with any PRODUCTS covered by
                           this Agreement or any ASSOCIATED AGREEMENT.

                           9.03 TRADEMARKS

                           Delta and Hi Tech expressly agree that all use of
                           trademarks and trade names in connection with
                           SERVICES provided by NEWCO, and matters related
                           thereto, shall be in strict accordance with the
                           ASSOCIATED AGREEMENTS contemplated by SECTION 4.00
                           hereof. Hi Tech shall not, directly or indirectly,
                           itself or through any other person or firm controlled
                           (directly or indirectly) by it, contest or aid others
                           in contesting or do anything which is likely to
                           impair or tend to impair the value or validity
                           (hereby acknowledge by Hi Tech) of any trade names,
                           trade and service marks of or its AFFILIATES relating
                           to the SERVICES and or the exclusive ownership or
                           rights of or its AFFILIATES therein. Upon request by
                           at any time during the term of this Agreement or
                           thereafter, Hi Tech shall take all steps necessary to
                           assign and transfer to any rights relating to any
                           names or marks of or its AFFILIATES which Hi Tech may
                           have obtained, inadvertently or otherwise. All
                           obligations of Hi Tech in this Paragraph 9.03 shall
                           survive any termination of this Agreement or any
                           ASSOCIATED AGREEMENT.

<PAGE>


         SECTION  10.0 PAYMENT AND TAXES

                           NEWCO shall be liable for any and all taxes related
                           to the provision of SERVICES provided by NEWCO.

         SECTION  11.00 CONFIDENTIALITY OF INFORMATION; OTHER

                           RESTRICTIONS

                  11.01    Duty of Secrecy and Confidentiality

                           The parties hereto agree to keep strictly secret and
                           confidential and not to disclose to any third party,
                           except to the extent that disclosure to NEWCO maybe
                           required by this Agreement or by any of the
                           ASSOCIATED AGREEMENTS, any and all valuable and
                           proprietary information including, but not limited
                           to, technical, economic and marketing information,
                           acquired from either of the parties hereto, or from
                           NEWCO (unless disclosure of such information is
                           expressly permitted by this Agreement or by any
                           ASSOCIATED AGREEMENT). OBLIGATIONS RELATING TO ITS
                           UNPUBLISHED TECHNICAL DATA UNDER THIS agreement or
                           any ASSOCIATED AGREEMENT shall at all times be
                           subject to the Foreign Corrupt Practices Act and
                           other laws and regulations of the United States
                           Government and COMPANY B hereby gives its written
                           assurance that it will comply with said laws and
                           regulations as these maybe amended from time to time.

                  11.02    Restriction of Use

                  The parties hereto agree that they shall not use any valuable
                  and proprietary information obtained from the other party
                  hereto or from NEWCO for any purpose whatsoever except in a
                  manner expressly provided for in the Agreement or in any of
                  the ASSOCIATED AGREEMENTS, or upon the written consent of the
                  party disclosing such valuable and proprietary information.

<PAGE>


                  11.03    Maintenance of Secrecy and Confidentiality by
                           Employees Of the Parties

                  The parties hereto agree to cause each of their respective
                  employees who shall be given access to valuable and
                  proprietary information obtained from the other party hereto
                  to treat such information in accordance with the obligations
                  of secrecy and confidentiality assumed by the parties pursuant
                  to Paragraphs 11.01 and 11.02 hereof.

                  11.04    Duty to Enforce Secrecy Commitments

                  Each party hereto agrees to take at its own expense all
                  reasonable action to compel compliance by its respective
                  employees with the provisions of Paragraph 11.03 hereof.

                  11.05    Limitation and Survival of Obligations

                  The obligations undertaken by the parties hereto pursuant to
                  this SECTION 11.00 shall not apply to any information obtained
                  from the other party hereto or from NEWCO which is or becomes
                  published or otherwise generally available to the public,
                  other than in consequence of the willful or negligent act or
                  omission of either of the parties hereto or NEWCO or either of
                  their or its employees, or which is, at the time of
                  disclosure, in the possession of the party to which such
                  information is furnished, and such obligations, as so limited,
                  shall survive termination of this Agreement or of any
                  ASSOCIATED AGREEMENT

         SECTION  12.00 TERM AND TERMINATION

                  12.01    Term

                  This agreement shall become effective as of the date of
                  execution hereof by the last of the parties hereto to execute
                  this Agreement and shall continue in force and effect for an
                  indefinite term thereafter, until NEWCO shall be dissolved or
                  otherwise cease to exist as a separate entity, unless this
                  Agreement is sooner terminated pursuant to 12.01.1, 12.02,
                  12.03, or 12.04.

                  12.01.1 Either party may, on one year's written notice to the
                  other, terminate this Agreement. Such notice shall explain the
                  basis upon which the decision to terminate has been reached.

                  12.02    Bankruptcy, Etc., of a Party or NEWCO

                  Either party hereto may terminate this Agreement by written
                  notice to the other party hereto in the event that such other
                  party hereto shall:

<PAGE>

         12.02.1  Be declared insolvent or bankrupt;

                  12.02.2  Have all or any substantial portion of its capital
                           stock or Assets expropriated by any government; or

                  12.02.3  Be dissolved or liquidated, except in consequence of
                           a merger, amalgamation or other corporate
                           reorganization to which it maybe a party.

         In case neither party is involved in any of the events enumerated in
         subparagraphs 12.02.1 through 12.02.3, such party shall be obligated to
         notify the other party of the occurrence of such event. Either party
         hereto may terminate this Agreement by written notice to the other
         party in the event that NEWCO shall be involved in any of the events
         enumerated in subparagraphs 12.02.1 through 12.02.3, inclusive.

                  12. 2.4  Breach by a Party or NEWCO

                  In the event of a material breach of this Agreement or of any
                  ASSOCIATED AGREEMENT, including a breach by NEWCO of any
                  ASSOCIATED AGREEMENT to which it is a party, a party hereto
                  not in breach of this Agreement or of any ASSOCIATED AGREEMENT
                  to which it is a party shall be entitled to terminate this
                  Agreement by written notice to the other party hereto if,
                  within sixty (60) days after written notice is given by such
                  party not in breach complaining of a breach of this Agreement
                  or of any ASSOCIATED AGREEMENT, the breach as aforesaid shall
                  not have been corrected by the party in breach.

                  12.02.3  Governmental Alterations or Modification

                  If at any time during the term of this Agreement, any
                  government or agency thereof should require, directly or
                  indirectly, alteration or modification of any term or
                  condition of this Agreement or an ASSOCIATED AGREEMENT, or of
                  the performance of the parties hereunder or thereunder in a
                  manner which is significantly and substantially adverse to a
                  party hereto, then such party may, in good faith and at its
                  sole discretion, terminate this Agreement forthwith in its
                  entirety by giving written notice to that effect to the other
                  party hereto. It is expressly understood and agreed by the
                  parties hereto that in the event of such termination, the
                  party electing to terminate this Agreement pursuant to this
                  Paragraph 12.04 will incur no liability to the other party
                  hereto for any alleged default or breach in the performance of
                  this Agreement arising from the exercise of the right herein
                  provided to terminate this Agreement.

<PAGE>

                  12.02.4  Rights of the Parties Upon Termination

                  In the event that either party hereto elects to exercise its
                  right of termination of this Agreement pursuant to Paragraphs
                  12.02, 12.03 or 12.04 the other party shall immediately
                  dissolve and liquidate NEWCO. In the event that either party
                  hereto elects to exercise its right of terminating of this
                  Agreement pursuant to subparagraph 12.01.1, the parties hereto
                  shall mutually arrange for the dissolution of NEWCO the
                  following year. Both parties shall fully cooperate in such
                  dissolution and liquidation of NEWCO. Nothing in this
                  paragraph 12.05 shall in any manner adversely affect the
                  remedies which either party may be entitled to under
                  applicable law in the event of termination of this Agreement
                  by either party hereto.

                  12.06    Force Majeure

                  With the exception of the obligations of NEWCO to make
                  payments to any of the parties hereto pursuant to this
                  Agreement or any of the ASSOCIATED AGREEMENTS, neither party
                  hereto shall be liable to the other party for any loss,
                  injury, delay, damages or other casualty suffered or incurred
                  by such other party hereto due to strikes, failures of
                  suppliers, riots, storms, fires, explosions acts of God, War,
                  or any other cause similar thereto which is beyond the
                  reasonable control of either party hereto, and any failure or
                  delay by either party hereto in performance of any of its
                  obligations under this Agreement or under any ASSOCIATED
                  AGREEMENT due to one or more of the foregoing causes shall not
                  be considered as a breach of this Agreement or of any
                  ASSOCIATED AGREEMENT, as the case maybe, for purposes of this
                  SECTION 12.00.

                  12.07    Non-Waiver

                  The waiver, express or implied, by either of the parties of
                  any right hereunder of any failure to perform or breach hereof
                  by the other party shall not constitute or be deemed as a
                  waiver of any other right hereunder or of any other failure to
                  perform or breach hereof by any such other party hereto,
                  whether of a similar or dissimilar nature thereto.

                  12.08    Survival of Rights, Duties and Obligations

                  Termination of this Agreement for any cause shall not release
                  either party from any liability which at the time of
                  termination has already accrued to the other party or which
                  thereafter may accrue in respect of any act or omission prior
                  to such termination. No shall any such termination of this
                  Agreement affect in any way the survival of any right, duty or
                  obligation of either party which is expressly stated elsewhere
                  in this Agreement to survive termination hereof any ASSOCIATED
                  AGREEMENT.

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         SECTION  13.00 INTERPRETATION

                  13.01    Applicable Law

                  The validity, construction and performance of this Agreement
                  shall be governed by and interpreted in accordance with the
                  laws of the State of Delaware.

                  13.02    Effect of Headings

                  The headings of SECTIONS and paragraphs of this Agreement
                  excepting those in SECTION 1.00, are to facilitate reference
                  only, do not form a part of this Agreement, and shall not in
                  anyway affect this interpretation hereof.

                  13.03    Modification, Etc. of Agreement

                  No oral explanation or oral information by either of the
                  parties hereto shall alter the meaning or interpretation of
                  this Agreement. No amendment or change hereof or addition
                  hereto shall be effective or binding on either of the parties
                  unless reduced to writing and executed by the respective duly
                  authorized representatives of each of the parties.

         SECTION  14.00 MISCELLANEOUS

                  14.01    Assignment

                  This Agreement, and all rights and obligations hereunder, are
                  personal as to the parties hereto and shall not be assigned,
                  by either of the parties hereto to any third party without the
                  prior written consent of the other party; provided, however,
                  that either Delta or Hi Tech may assign this Agreement, in
                  connection with a transfer to its SECURITIES of NEWCO in
                  accordance with paragraphs 8.02 or 8.03 hereof, subject to the
                  assumption in writing by such transferee of all of the
                  obligations and duties of the assigning party set forth in
                  this Agreement.

                  14.02    Notices

                  Except as otherwise provided in this Agreement, all notices
                  required or permitted to be given hereunder shall be in
                  writing and shall be valid and sufficient if dispatch by fax
                  and either registered airmail or courier, addressed as
                  follows:

<PAGE>


         If to Hi Tech:

                  Hi Tech Consulting and Construction, Inc.

                  1725 Gosnell Road, Suite 203

                  Vienna, VA 22182

         If to Delta:

                  Delta Mutual, Inc.

                  111 North Branch Street

                  Sellersville, PA 18960


         Either party hereto may change its address by a notice given to the
other party hereto in the manner set forth above.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the day and year first set
forth.

         WITNESS:


                                    BY: /s/ Mehran David Razmara
         ------------------------      ---------------------------
                                       Mehran David Razmara, President
                                       Hi Tech Consulting and Construction, Inc.



         WITNESS:


                                    BY: /s/ Peter F. Russo
         ------------------------      ---------------------------
                                       Peter F. Russo, President and CEO
                                       Delta Mutual, Inc.



         WITNESS:


         ------------------------


<PAGE>


                                    Exhibit I

                              Capital Contributions

Delta Mutual, Inc.

         Cash Contributions to Capital                                 $ 375,000
                                                                       ---------





Hi Tech Consulting and Construction, Inc.

         Organization and Structure Expenses

                  Incurred, Contribution Value       $ 129,720

         Market and Client Access                       245,280        $ 375,000
                                                        -------        ---------





         Total Capital Contributions                                   $ 750,000
                                                                       ---------




      Incentive Schedule

      Delta Mutual, Inc. common stock shares will be issued to David Razmara at
no cost upon reaching the following objectives:



      Receipt of the first $2.5 Million of orders/contracts not later than June
      30, 2004 - 100,000 shares;

      Receipt of the next $2.5 Million of orders/contracts not later than
      October 31, 2004 - 200,000 shares; and

      Receipt of the next $20 Million of orders/contracts not later than March
      31, 2005 - 200,000 shares.



<PAGE>


                                   Exhibit II

                           Cash Contribution Schedule

         Delta Mutual, Inc. Schedule of Cash Contributions:


                  On or Before Tuesday, January 2004          $  50,000


                  On or Before February 5, 2004               $  22,500


                  On or Before February 29, 2004              $  27,500


         On or Before March 31, 2004                          $  27,500


         On or Before April 30, 2004                          $  27,500


         On or Before May 31, 2004                            $  27,500


         On or Before June 30, 2004                           $  27,500


         On or Before July 31, 2004                           $  27,500


         On or Before August 31, 2004                         $ 27,500


         On or Before September 30, 2004                      $ 27,500


         On or Before October 31, 2004                        $ 27,500


         On or Before November, 30, 2004                      $ 27,500


         On or Before December 31, 2004                       $ 27,500
                                                              --------


     Total Cash Contribution                                  $375,000
                                                              ========