EXHIBIT 10.34
PLACEMENT AGENT AGREEMENT
This Placement Agent Agreement (the "Agreement") dated June 6,
2006, is made by
and between Delta Mutual, Inc., a corporation organized under the
laws of the
State of Delaware, having its principal office located at 111 North
Branch
Street, Sellersville, PA 18960, ("Delta"), and SDM Consultant
Corporation having
its principal address at 1418 - 65th Street, Brooklyn, NY 11219
("Agent").
WHEREAS, Delta desires to appoint a placement agent to place up to
One
Million Dollars ($1,000,000) of its restricted common stock at a
minimum
offering price of $ 0.05 per share, and
WHEREAS, Agent agrees to act as a placement agent for Delta's
restricted common stock as described herein, subject to the terms
and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises made by
the
parties to each other, it is agreed as follows:
1.
DURATION. This Agreement will commence on June 6, 2006 and
terminate
on December 31, 2006 unless extended by mutual written agreement
of
the parties.
2.
COMMISSION. Agent will receive a commission of ten percent (10%)
of
the gross proceeds of stock sales arranged by Agent that are
accepted
by Delta. Delta agrees that Agent, at its sole option, may deduct
any
cash compensation due it under this section of the Agreement from
the
gross proceeds due to Delta from the placement of private equity
in
accordance with this Agreement. In addition to the foregoing,
Agent
will receive shares of restricted common stock of Delta equal to
five
percent (5%) of the aggregate number of restricted common stock
sold by
the Delta
to purchasers arranged by Agent.
3. SHARE
SUBSCRIPTIONS. All shares of Delta's common stock sold must be
in accordance with a Share Subscription that meets the criteria
and
qualifications established by Delta, in its sole d
