EXHIBIT 4.5d AMENDMENT TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE

EXHIBIT 4.5d

                                  AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                               4% CONVERTIBLE NOTE


         AMENDMENT TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE, is dated
as of November 27, 2006; made by and between Delta Mutual, Inc., a Delaware
corporation, with its principal offices located at 111 North Branch Street,
Sellersville, PA 18960 (the "Borrower") and T&T Vermoegensverwaltungs AG, as
lawful transferee, of Bahnhofstrasse 73, 8001 Zurich, Switzerland (the
"Holder"). Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to such term in the Original Note.

         WHEREAS, the Borrower and the Holder are parties to that certain Third
Amended and Restated 4% Convertible Note, dated May 12, 2004, as amended (the
"Original Note"), pursuant to which the Borrower has borrowed the amount of
$100,000 from the Holder;

         WHEREAS, the Original Note provides that the Maturity Date shall be
         November 30, 200