EXHIBIT 10.8
DELTA MUTUAL, INC.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, X.X. 00000
203-820-4831
February 3, 2003
Mr. Xxxxx Xxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxxxx:
This shall serve as the agreement by and between Delta Mutual, Inc., a Delaware
Corporation (the "Company") and you, in your capacity as an agent to the
Company(the "Agent") to provide Agent with full compensation for your past
services rendered to the Company.
The Company acknowledges that the Agent has performed corporate and business
planning services, for and on behalf of the Company, which services have
included (1)the preparation of presentations for submittal to the United States
Trade Development Agency in connection with the Company's plan to develop new
business operations in the energy and environmental sectors in the former
republics of the USSR; (2) established communications with responsible members
overseeing the environmental section of the World Bank in connection with
proposed projects in the Republic of the Ukraine, including two business trips
to Washington, D.C., and(3) devoted no less that 200 hours to these endeavors,
which included approximately 10 business trips to New Jersey, Texas and New York
in connection with the establishment of business operations in the energy and
environmental sectors. All of these past services have resulted in an
outstanding Company debt due Agent in the approximate amount of $20,000.
Pursuant to our discussions, Agent has agreed to accept 40,000 restricted shares
of the Company's common shares (the "Shares") In full payment of the Company's
debt. In addition and as further consideration for Agent's agreement to accept
the Shares as payment, the Company shall utilize its best efforts to register
the Shares for sale to the public by including them in a Form S-8 registration
statement that the Company shall file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"). The
Company shall issue the Shares in your individual name and identity you as the
selling shareholder in the registration statement. Upon the filing of this Form
S-8, we shall notify you of the date of its effectiveness and provide you with
the necessary copies of the prospectus to be used in any proposed sale of the
Shares.
Please indicate your agreement to the terms set forth in this correspondence by
signing your name where indicated below, returning a signed copy to me at your
convenience.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
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DELTA MUTUAL, INC.
Xxxxxxx Xxxxxx, President
AGREED TO AND ACCEPTED BY:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Agent
