EXHIBIT
      10.33e





DELTA
      MUTUAL, INC.


AMENDED
      AND RESTATED 8% TERM NOTE




$_______
            March
                6, 2008Sellersville,
                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
      _____________________ (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 a year of 360 days. The
      principal amount, shall be due and payable in seven installments, each in the
      amounts indicated on (i) the Payment Dates (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.




***By
      acceptance of this Amended and Restated Term Note (the “Note”), the Lender
      acknowledges and agrees that it replaces and supercedes, in its entirety, that
      certain 8% Term Note, issued by the Company to __________in the principal amount
      of $_____, dated April 5, 2005, as amended (the “Original
      Note”).***




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:




1.
      Definitions.****As
      used
      in this Note, the following capitalized terms have the following
      meanings:




1.1
      "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
            "Payment
                Dates" shall mean: $_____ on May 6, 2008;
                and six equal monthly payments of $_____; each due on the 6thday of the months of June through and including November
                2008.




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.




1.6
            “Person"
                shall mean and include an individual, a partnership, a corporation
                (including a business trust), a joint stock company, a limited company,
                an
                unincorporated association, a joint venture, any other entity or
                a
                governmental authority.









2.
            Interest.All accrued and unpaid interest on this Note shall be waived by the
                Lender*provided*the Company has made the payments of the principal amount as set
                forth in
                Section 1.4 above; otherwise all accrued and unpaid interest (calculated
                form the date hereof) shall be due and payable on November 5, 2008
                (the
                “Maturity Date”) or as otherwise provide in this
                Note.





3.
            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.





4.
            Prepayment
                at the Lender’s Option.
                At any time prior to the Maturity Date, the Company may repay the
                principal amount of this Note, in whole or in part, including any
                accrued
                interest on this Note, without the prior written consent of the
                Lender.




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




5.1 *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.




5.2 *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.




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




6.1 *Failure
      to Pay.* If the
      Company shall fail to pay any principal 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;




6.2 *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




6.3 *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.










7. 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.





8. 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.





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





10. 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.





11. 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.





12. 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 any 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, return
      receipt requested, and addressed as aforesaid through the United States Postal
      Service (“USPS”), upon receipt; (c) when
      mailed by regular first class mail through the USPS, five days from the mailing
      date: (d) when
      delivered by hand, upon delivery; and (e) when
      faxed, upon confirmation of receipt.





13. 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.





14. 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.





15. 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 Amended and Restated 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