EXHIBIT 10.4

                           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.

                               DELTA MUTUAL, INC.

$250,000                                          Date:         27 November 2001
                                                                ----------------



FOR VALUE RECEIVED, the undersigned, Delta Mutual, Inc., a Delaware corporation
(the "Maker") herby promises to pay to the order to Rosanne Solomon, (the
"Payee"), the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000), 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 December, 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. 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,
Maker's Form Preliminary Information Statement 14C, filed with the Commission on
November 9, 2001 and the Maker's Form 10-QSB for the period ended September 30,
2001, filed with the Commission on November 9, 2001.



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                        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 the then current market price per common share; or

(b)  At any time prior to the Maturity Date and prior to any payment by the
     Maker, the Payee and the Maker shall each have the option to exchange (the
     "Exchange Option") the full unpaid principal balance of this Promissory
     Note, together with the accrued interest, for that certain Promissory Note
     dated May 31, 2000 between Enterprises Solutions, Inc. and John A. Solomon
     (the "May 31, 2000 Note") and the pledged securities under that note shall
     also be surrendered to the Payee. This Exchange Option shall be exercisable
     only if Payee becomes the holder of the May 31, 2000 Note. Payee will give
     Maker written notice of its acquisition of the note and Payee and Maker may
     each thereafter exercise this Exchange Option upon thirty (30) days prior
     written notice to the other party. In order to exercise this Exchange
     Option, Payee shall surrender this Promissory Note to the Maker in exchange
     for the May 31, 2000 Note;

(c)  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 (10) business 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;

(d)  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.

(e)  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.

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


MAKER:                                     PAYEE:

By: /s/ Kenneth A. Martin                  By: /s/ Rosanne C. Solomon
    ______________________________             ________________________________
    Kenneth A. Martin                          Rosanne C. Solomon
    Its:   President & CEO