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                           DELTA MUTUAL, INCORPORATED
                    1730 Rhode Island Ave., N.W. - Suite 812
                             Washington, D.C. 20036

April 23, 2001

Enterprises Solutions, Inc.
140 Wood Road, Suite 200
Braintree, MA 02184
Attn:  John A. Solomon, President and CEO

         Re:      Agreement in Principle--Purchase of Assets of Enterprises
                  Solutions, Inc. by Data Mutual, Inc.

Dear Mr. Solomon:

        This letter is intended to confirm as an agreement in principle the
various discussions that have been held between Delta Mutual, Inc., a Delaware
corporation ("DMI"), and Enterprises Solutions, Inc., a Nevada corporation
("ESI"), and with respect to the purchase of all of the assets of ESI by DMI
(the "Acquisition"). ESI and DMI are sometimes referred to herein as the
"parties".

        This Agreement in Principle (the "Agreement") shall become effective
when signed by both parties (the "Effective Date of this Agreement"). On and
after the Effective Date of this Agreement, each party shall clear with the
other party's management and counsel the public announcements made regarding the
Acquisition and shall make all required filings with the Securities and Exchange
Commission ("SEC") in this regard simultaneously with the release of such public
announcements.

        These discussions are subject to and conditioned upon (a) any
governmental consents or approvals that are necessary, and (b) the negotiation,
execution and delivery of formal and definitive agreements (the "Definitive
Agreements") mutually agreeable to both parties and containing customary
representations and warranties and closing conditions, that would provide for
the following:

1.      Acquisition

        (a)    On the effective date of the Acquisition (the "Acquisition
               Effective Date"), DMI will acquire all of the assets of ESI in
               exchange for 10,583,000 shares of its Common Stock ("DMI Common
               Stock"), or as is equal to 1.2676 shares of DMI Common Stock for
               each outstanding share (the "Exchange Ratio") of Common Stock of
               ESI ("ESI Common Stock").

        (b)    DMI will assume no liabilities of ESI, except as agreed in the
               Definitive Agreements, and except that DMI will assume
               outstanding options and warrants to purchase ESI Common Stock,
               the holders of which options and warrants shall, upon the
               Acquisition Effective Date, be entitled to purchase, in
               accordance with the

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               terms of the particular option or warrant, such number of
               shares of DMI Common Stock as is calculated by application of
               the Exchange Ratio with respect to each share of ESI Common
               Stock subject to the option or warrant.

        (c)    Prior to the Acquisition Effective Date, DMI will not issue
               additional shares of DMI Common Stock. In connection with the
               acquisition DMI may issue up to an additional 11,000,000 shares
               of its common stock to equity investors in DMI.

        (d)    It is intended that the Acquisition will qualify as a tax-free
               reorganization under the Internal Revenue Code of 1986, as
               amended.

        (e)    The obligations of the parties under the Definitive Agreements
               shall be subject to all required filings by the parties with
               the SEC, the approval by the stockholders of DMI of an
               increase in DMI's authorized Common Stock, and the approval of
               the Acquisition by the stockholders of ESI at a special
               meeting of stockholders to be convened following clearance of
               the proxy materials by the SEC and the effectiveness of the
               registration statement filed in this regard. It is the
               intention of the parties that the necessary filings with the
               SEC would be made not later than May 31, 2001, and that the
               special meeting of ESI stockholders would be held no later
               than August 31, 2001.

        (f)    The obligations of ESI under the Definitive Agreements shall be
               subject to DMI's maintaining its OTC Bulletin Board listing for
               the DMI Common Stock through the Acquisition Effective Date.


2.      Due Diligence

        (a)    From the date hereof, each party shall make available to the
               other party for review their respective financial statements,
               books, records, corporate documents and other information as the
               other party may reasonably request, and each party shall have the
               opportunity to meet with the attorneys, accountants, and key
               personnel of the other party to discuss the financial and
               business conditions of the respective parties and to make
               whatever further independent investigations are deemed necessary
               and prudent by both parties. The parties shall cooperate in the
               exchange of information and preparation of documents necessary to
               file a registration statement and proxy statement with the SEC.
               It is intended that the preparation of such documents will be
               begun prior to the execution of the Definitive Agreements, but
               will not be filed until the Boards of Directors of each party
               approve said Definitive Agreements, and prior thereto shall be
               held in confidence as stated below.

        (b)    Each party represents and agrees that all confidential and/or
               proprietary information which each party or any of its officers,
               employees, agents, consultants, or representatives may possess or
               may receive in the future, from the date of this Agreement
               forward, pertaining to the financial or any other condition of
               the other party, shall not be disclosed or made available to any
               other person or entity other than current shareholders or the
               Board of Directors, officers, employees, agents, consultants or
               representatives of the


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               parties, at any time hereafter without the express prior written
               consent of the party to which the confidential and/or proprietary
               information belongs and applies.

        (c)    Each Party shall make appropriate representations in the
               Definitive Agreements that it has fully and independently
               satisfied itself on all aspects of the other Party's business,
               including but not limited to financial statements, books and
               records.

3.      Conditions Precedent and Effective Date of Agreement

               This Agreement shall be subject to the performance of due
               diligence investigations by the parties of each other, deemed to
               be satisfactory and favorable by each party, its legal counsel,
               financial advisors, accountants and agents on all matters
               pertaining to the transactions contemplated hereby. Unless either
               this Agreement or the Definitive Agreements are terminated prior
               to the closing under the Definitive Agreements, neither ESI nor
               DMI, nor any of their respective affiliates or advisors, shall,
               directly or indirectly, enter into any agreement, commitment, or
               understanding with respect to, or engage in any discussions or
               negotiations with, or encourage or respond to any solicitations
               from any third party with respect to a merger, sale, or
               acquisition of either party or the sale of a material portion of
               either party's assets.

4.      Representations of ESI

        (a)    ESI is a corporation duly organized, validly existing, and in
               good standing under the laws of Nevada, and has the authority to
               execute this Agreement and to be bound by the terms and
               conditions hereof and to enter into and to be bound by the terms
               and conditions of the Definitive Agreements.

        (b)    The Board of Directors of ESI has approved this Agreement. ESI
               has or will obtain, prior to the execution of and closing under
               the Definitive Agreements, all necessary corporate actions
               required for the execution of the Definitive Agreements.

        (c)    ESI represents that on and after the Effective Date of this
               Agreement it will conduct its business as presently conducted and
               not enter into transactions not in the ordinary course of
               business provided that ESI may raise equity capital or make
               acquisitions for stock or cash, in each case as approved by its
               Board of Directors.

        (d)    ESI represents that it will have good and marketable title to
               all of the assets and properties set forth in its financial
               statements and that any and all liens, mortgages, or other
               encumbrances against said assets and properties will be duly and
               completely set forth in its financial statements. None of such
               assets or properties is the subject of any adverse claim by a
               third party, and all of such technology and intellectual property
               assets will be transferred to DMI on the Acquisition Effective
               Date.

        (e)    ESI is not involved in any pending or threatened litigation
               against it, except as may be disclosed to DMI prior to the
               execution of the Definitive Agreements.


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5.      Representations of DMI

        (a)    DMI is a corporation duly organized, validly existing, and in
               good standing under the laws of Delaware, and has the authority
               to execute this Agreement and to be bound by the terms and
               conditions hereof and to enter into and to be bound by the terms
               and conditions of the Definitive Agreements.

        (b)    The Board of Directors of DMI has approved this Agreement. DMI
               has or will obtain, prior to the execution of and closing under
               the Definitive Agreements, all necessary corporate actions
               required for the execution of the Definitive Agreements.

        (c)    DMI represents that, on and after the Effective Date of this
               Agreement, it will conduct its business as presently conducted
               and not enter into transactions not in the ordinary course of
               business.

        (d)    DMI is not involved in any pending or threatened litigation
               against it, except as may be disclosed to ESI prior to the
               execution of the Definitive Agreements.

6.      Governing Law

               The validity and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

7.      Amendment

               This Agreement shall be amended only with the written consent of
both parties hereto.

8.      Miscellaneous

        (a) The parties shall cooperate in the exchange of information and
preparation of documents necessary to file a registration statement and proxy
statement with the SEC.

        (b) It is agreed that the Definitive Agreements will not be executed
until the Boards of Directors of each party approve said Definitive Agreements,
and prior thereto such Definitive Agreements shall be held in confidence.

        (c) The Definitive Agreements will be subject to and conditioned upon
any necessary governmental consents or approvals.

        (d) Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:




                                            To DMI:  Delta Mutual, Inc.
                                                     1730 Rhode Island Ave., NW
                                                     Suite 812
                                                     Washington, D.C. 20036


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                                            To ESI:  Enterprises Solutions Inc.
                                                     Corporate Headquarters
                                                     140 Wood Road - Suite 200
                                                     Braintree, MA 02184
                                                     (781) 356-4413


9.      Counterparts

        This Agreement may be executed in any number of counterparts, by
original or facsimile signature, and each such counterpart shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one Agreement.

10.     Expenses

        If the foregoing accurately represents your agreement with respect to
the matters set forth herein, please so indicate by executing an original of
this Agreement in Principle where indicated and return such executed copy to the
undersigned.

Very truly yours,


DELTA MUTUAL, INC.


By: /s/ Kenneth A. Martin
    ---------------------------------
    Kenneth A. Martin, President


ACCEPTED AND AGREED TO
THIS 23rd DAY OF APRIL, 2001:

ENTERPRISES SOLUTIONS, INC.


By: /s/ John A. Solomon
    ---------------------------------
    John A. Solomon, President & CEO


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