EXHIBIT 10.3



                           CONVERTIBLE PROMISSORY NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR "BLU SKY" LAWS, AND MAY NOT BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OR SUCH ACT AND BLUE SKY LAWS OR AN
EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE MAKER.

                           ENTERPRISES SOLUTIONS, INC.

$100,000                                         Effective Date:  31 October 01

FOR VALUE RECEIVED, the undersigned, Enterprises Solutions, Inc., a Nevada
corporation (the "Maker") herby promises to pay to the order to Delta Mutual,
Inc., (the "Payee"), the principal sum of not to exceed One Hundred Thousand and
00/100 Dollars ($100,00), plus interest at a rate of ten percent (10%) per
annum. All interest accrued on the outstanding principal balance of this
Promissory Note shall be due and payable as provided below.

The Maker herby agrees to pay the entire amount due hereunder, including
principal and interest, on or before 31 March 2002 ("Maturity Date"), on which
date all unpaid principal and interest due hereunder shall be paid in full. All
payments shall be applied first to interest on the unpaid balance and the
remainder to principal. Maker may pay the entire amount due; including interest
accrued up to the date of payments at any time without penalty.

Interest hereon shall be calculated on the basis of a 360-day year prior to the
actual number of days elapsed until all accrued and unpaid interest is paid in
full. All payments of principal and interest hereunder shall be payable in
lawful currency of the United States.

This Promissory Note is given in consideration of a loan by Payee to Maker in
the principal amount of the Promissory Note up to $100,000. This Promissory Note
may not be changed orally, but only by an agreement in writing signed by the
parties against whom enforcement of any waiver, change, modification or
discharge is sought.

REPRESENTATION OF PAYEE

Payee represents and warrants that it is taking this Promissory Note for
investment and not with a view to the distribution or resale thereof and further
that Payee is familiar with, and has carefully reviewed the filings of Maker
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended, including, without limitation, to
the Maker's Form 10-KSB for 2000, filed with the Commission on April 2, 2001,
and the Maker's Form 10-QSB for the period ended June 30, 2001, filed with the
Commission on August 14, 2001.


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SECURITY INTEREST

Maker hereby grants to the Payee a security interest in the following assets of
the company which security shall expire upon the exercise by Maker of the option
to convert herein provided for:

All accounts receivable, bank accounts, judicial judgments, tangible property of
the company including furniture, motor vehicles, and inventory, and all
intangible intellectual property owned by the company to include all patents,
copyrighted material, trade secrets, and trade marks.

                        OPTION TO CONVERT PROMISSORY NOTE

(a)  At any time prior to the Maturity Date or prior to payment in full by the
     Maker, Payee shall have the option to convert the unpaid principal balance
     of this Promissory Note, together with all accrued interest, into that
     number of shares of common stock (the "Share') of the Maker (the
     "Conversion Option") at a strike price of $.20 per common share, or the
     then existing market price whichever is greater. The then current market
     price shall be the last reported sales price per share as of the date of
     the option exercise.

(b)  In order to exercise this Conversion Option, the Payee shall surrender this
     Promissory Note to the Maker, accompanied by written notice of its
     intentions to exercise this Conversion Option, which notice shall set forth
     the principal amount of this Promissory Note to be converted ("Notice of
     Conversion"). Within ten (7) days of Maker's receipt of the Notice of
     Conversion and this Promissory Note, the Maker shall deliver or cause to be
     delivered to the Payee, written confirmation that the Shares have been
     issued in the name of the Payee;

(c)  In the event of the exercise of the Conversion Option, Payee shall
     cooperate with Maker to promptly take any and all additional actions
     required to make Payee a stockholder of the Maker including, without
     limitation, in connection with the issuance of the Shares, such
     representations as to financial condition, investment intent and
     sophisticated investor status as are reasonably required by counsel for
     Maker. Payee recognizes that the Shares issued upon conversion of this
     Promissory Note will constitute "restricted securities" under Rule 144,
     promulgated by the Commission under the Securities Act of 1933, as amended,
     and the resale of which will be subject to the limitations of that Rule.

(d)  The Maker shall at all times take any and all additional actions as are
     necessary to maintain the required authority to issue the Shares to the
     Payee, in the event the Payee exercises its rights under the Conversion
     Option.

(e)  Payment to Maker prior to Payee's delivery of a Notice of Conversion shall
     terminate Payee's option to convert.

MAKER:                                     PAYEE:


By: /s/ Alfred Saker                       By: /s/ Kenneth A. Martin
    ______________________________             ________________________________
    Alfred Saker                               Kenneth A. Martin
    Its:   President & CEO                     Its:   President and CEO