Dalrada Seperation from Solvis Group

0001266068-07-000042.txt : 20070402 0001266068-07-000042.hdr.sgml : 20070402 20070402144117 ACCESSION NUMBER: 0001266068-07-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALRADA FINANCIAL CORP CENTRAL INDEX KEY: 0000725394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 330021693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12641 FILM NUMBER: 07737909 BUSINESS ADDRESS: STREET 1: 9449 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 858-277-5300 FORMER COMPANY: FORMER CONFORMED NAME: IMAGING TECHNOLOGIES CORP/CA DATE OF NAME CHANGE: 19970908 FORMER COMPANY: FORMER CONFORMED NAME: PERSONAL COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19920703 8-K 1 body.htm DALRADA SEPARATION FROM SOLVIS GROUP Dalrada Seperation from Solvis Group

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-----------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 29, 2007

Dalrada Financial Corporation

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(Exact Name of Registrant as Specified in its Charter)

Delaware 7363 38-3713274

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(State or Other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

9449 Balboa Avenue, Suite 211, San Diego, CA 92123

- --------------------------------------------------------------------------------------------------------------

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (858) 427-8700

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation for the registrant under any of the following provisions:

___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

(1)	Separation and Sale Terms

(a) Dalrada Financial Corporation (DFCO) and The Solvis Group (SLVG) a subsidiary of DFCO entered and completed a separation and sale agreement on March 29, 2007.

(b) A brief description of assets involved are as follows:

(1)	Promissory Note 1 in exchange for Solvis’ clients that are California based staff leasing customers associated with Solvis Financial Services.

(2)	Promissory Note 2 in exchange for $800,000 cash, $1,500,000 accounts receivable and $5,760,000 to settle inter-company accounts receivable due to The Solvis Group.

(c)	Transaction between DFCO and it’s wholly owned subsidiary The Solvis Group was completed in order to separate the two into unrelated reported entities.

(d)	As mentioned in subsection (b) above, DFCO issued two promissory notes for the aggregate of $11,300,000 for certain assets of SLVC.

ITEM 9.01. EXHIBITS

(a)	The required pro forma financial information is unavailable as of the date hereof and will be filed by the Registrant via an amended filing.

(b)	Exhibit number.

Exhibit No. Exhibit

2	Separation and Sale Agreement

10.01

Dalrada Financial Corporation Promissory Note 1

10.02

Dalrada Financial Corporation Promissory Note 2

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Brian Bonar Chairman of the Board of Directors, April 2, 2007

Brian Bonar Chief Executive Officer, and

(Principal Executive Officer)

/s/ Stanley A. Hirschman Director April 2, 2007

Stanley A. Hirschman

/s/ Jim Ellis Director April 2, 2007

Jim Ellis

/s/ Robert T. Baker Director April 2, 2007

Robert T. Baker

/s/ Richard H. Green Director April 2, 2007

Richard H. Green

/s/ David P. Lieberman CFO April 2, 2007

David P. Lieberman

EX-2 2 exhibit2.htm EXHIBIT 2 SEPERATION AND SALE AGREEMENT Exhibit 2 Seperation and Sale Agreement

Exhibit 2

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SEPARATION AND SALE AGREEMENT

This SEPARATION AGREEMENT, is dated March 29, 2007, by and among DALRADA FINANCIAL CORPORATION (“DFCO” or the “Company”), a Delaware corporation, and SOLVIS GROUP, INC. (“SLVG”), a Nevada corporation.

PRELIMINARY STATEMENT

DFCO owns 125,062,058 shares or approximately 75.8% (percent) of the issued and outstanding shares of capital stock (“Shares”) of SLVG and 100% (percent) of Heritage Staffing, Inc. SLVG owns Solvis Financial Services, Inc.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1. SEPARATION AND SALE TERMS

Section 1.1. SLVG to Sell Certain Assets and Operations to DFCO|HiddenPara|

Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants contained herein, SLVG will sell to DFCO assets and operations, as follows:

Section 1.1.1. Solvis Financial Services, Inc. (“SFS”). The assets of its SFS subsidiary, which consists of SLVG California PEO/staff leasing client contracts, including clients, accounts receivable, and accounts payable, for the sum of three million, two hundred forty thousand dollars ($3,240,000.00).

Section 1.1.2 Settlement of Inter-company accounts. DFCO and SLVG agree that the accounts being transferred between the two companies as listed on SCHEDULE 1 total eight million and sixty thousand dollars ($8,060,000.00) due SLVG.

Section 1.2. DFCO to Sell Heritage Staffing, Inc. to SLVG. DFCO hereby sells its 100% interest in its subsidiary Heritage Staffing, Inc., to SLVG. The compensation for the sale is included in the settlement of Inter-company accounts as described in Section 1.1.2 above.

Section 1.3. DFCO to Return Shares of SLVG to Treasury |HiddenPara|

As further consideration, subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants contained herein, DFCO hereby transfers, assigns and delivers to SLVG treasury 125,062,058 shares of SLVG it currently holds, less 30,000,000 shares representing a retained ownership percentage in SLVG. DFCO agrees that the SLVG shares it retains shall not be transferred or sold without advance notice to the SLVG Board of Directors.

Section 1.4. Share AIG Workers’ Compensation Policy. Both DFCO and SLVG may continue to share the AIG worker’s compensation policy. Both DFCO and SLVG will record their respective interests in premium payments and reserves proportionately.

Section 1.5 Payment. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants contained herein, DFCO shall pay to SLVG the sum of eleven million, three hundred thousand dollars ($11,300,000.00), as follows:

Section 1.5.1. Promissory Note Number 1 - Solvis Financial Services. DFCO shall execute on behalf of SLVG a promissory note (“Note 1”) in the amount of three million two hundred forty thousand dollars ($3,240,000.00), dated as of the effective date of this Agreement, payable over five (5) years with interest accruing at eight percent (8%) per annum without pre-payment penalty. The monthly amount due shall be fifty thousand dollars ($50,000.00) for the first five (5) years with a balloon payment due at the end of the 5-year period of one million, one hundred and sixty thousand, nine hundred forty five dollars ($1,160,945). (Assuming Note 1 is not pre-paid, the total of payments will be four million one hundred sixty thousand, nine hundred forty five dollars ($4,160,945).

Section 1.5.2. Promissory Note Number 2 - Inter-Company Balances. DFCO shall execute on behalf of SLVG a promissory note (“Note 3”) in the amount of eight million sixty thousand dollars ($8,060,000.00), dated as of the effective date of this Agreement, payable over five (5) years with interest accruing at eight percent (8%) per annum without pre-payment penalty. The monthly amount due shall be eighty-five thousand dollars ($85,000.00) for the first five (5) years with a balloon payment due at the end of the 5-year period of five million eight hundred one thousand, forty one dollars ($5,801,041). (Assuming Note 2 is not pre-paid, the total of payments will be ten million nine hundred one thousand and forty one dollars ($10,901,041).

Section 1.5.3. Payments. Unless and until otherwise instructed, DFCO shall remit all payments by wire on the first of each month to a bank account specified by SLVG, beginning as of the date of the signing of this Agreement.

ARTICLE 2. CLOSING

Section 2.1. Closing. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants contained herein, this Agreement shall become effective as of March 29, 2007.

Section 2.2. Material Changes. Both DFCO and SLVG agree that there may be changes in calculations associated with establishing the financial terms of this Agreement. To the extent that the changes are not deemed material (changes of 10% or less), this Agreement shall by revised by addenda attached to and incorporated into this Agreement. Material changes may require re-negotiation of the terms of this Agreement.

ARTICLE 3. Representations and Warranties of DFCO |HiddenPara|

DFCO represents and warrants to SLVG as follows:

Section 3.1. Organization and Qualification of the Company |HiddenPara|

The Company is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 3.2. Authorization and Validity of Agreements |HiddenPara|

DFCO shall provide a Board of Directors resolution confirming that DFCO has the power and authority to execute and deliver this Agreement and all other agreements specified in or contemplated by this Agreement to be executed and delivered by DFCO and to perform its obligations hereunder and there under. This Agreement and all other agreements specified in or contemplated by this Agreement to be executed and delivered by DFCO have been duly authorized and approved by all required corporate action and executed and delivered by DFCO and constitute the valid and binding obligations of DFCO enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, securities or other laws or policies relating to or affecting creditors’ rights or the enforcement of indemnification obligations or by general principles of equity.

Section 3.3. Brokers |HiddenPara|

All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the intervention of any person acting on behalf of Seller in such manner as to give rise to any valid claim against either Buyer or the Company for any brokerage or finder’s commission, fee or similar compensation.

ARTICLE 4. Representations and Warranties of SLVG |HiddenPara|

SLVG represents and warrants to DFCO as follows:

Section 4.1. Organization and Qualification |HiddenPara|

SLVG is a corporation that is duly incorporated, validly existing and in good standing under the laws of Nevada. SLVG has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 4.2 Authorization and Validity of Agreements |HiddenPara|

SLVG has the power and authority to execute and deliver this Agreement, and all other agreements specified in or contemplated by this Agreement to be executed and to perform their respective obligations hereunder and hereunder. This Agreement and all other agreements specified in or contemplated by this Agreement have been duly authorized and approved by all required corporate action and executed and delivered by Buyer and constitute the valid and binding obligations of the Buyer enforceable against them in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, securities or other laws or policies relating to or affecting creditors’ rights or the enforcement of indemnification obligations or by general principles of equity.

Section 4.5. Brokers |HiddenPara|

All negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the intervention of any person acting on behalf the Buyer in such manner as to give rise to any valid claim against Seller for any brokerage or finder’s commission, fee or similar compensation, other than fees to be paid by Buyers.

ARTICLE 5. Covenants |HiddenPara|

The parties hereto further agree as follows:

Section 5.1. DFCO Cooperation |HiddenPara|

DFCO shall cause its company and its employees to, cooperate fully with SLVG in order to enable SLVG to enforce any and all rights of indemnity which SLVG may be entitled to enforce against third parties, and, in connection therewith, DFCO shall, upon the request of SLVG, provide SLVG and its representatives, including third party insurers, with full access at all reasonable times to the books, records and documents of the company which have been transferred to SLVG and to the employees of the company and others to enable SLVG to enforce its right of indemnity against third parties.

Section 5.2. SLVG’s Cooperation |HiddenPara|

SLVG shall, and they shall cause the company and its employees to, cooperate fully with DFCO in order to enable DFCO to enforce any and all rights of indemnity which DFCO may be entitled to enforce against third parties, and, in connection therewith, SLVG shall, upon the request of DFCO, provide DFCO and its representatives, including third party insurers, with full access at all reasonable times to the books, records and documents of the company which have been transferred to DFCO and to the employees of the company and others to enable DFCO to enforce its right of indemnity against third parties.

Section 5.3. DFCO’s Specific Performance |HiddenPara|

If there is any breach or threatened breach of any of the provisions in this Article 4, DFCO shall have the right to obtain specific enforcement and performance of such provisions by any court of competent jurisdiction, it being agreed that any such breach or threatened breach would cause irreparable injury to DFCO and that money damages would not provide an adequate remedy to DFCO. Such right shall be in addition to, and not in lieu of, any other rights and remedies available to DFCO under law or in equity.

Section 5.4. SLVG’s Specific Performance |HiddenPara|

If there is any breach or threatened breach of any of the provisions in this Article 4, SLVG shall have the right to obtain specific enforcement and performance of such provisions by any court of competent jurisdiction, it being agreed that any such breach or threatened breach would cause irreparable injury to SLVG and that money damages would not provide an adequate remedy to SLVG. Such right shall be in addition to, and not in lieu of, any other rights and remedies available to SLVG under law or in equity.

ARTICLE 6. Survival; Indemnification

Section 6.1. Survival of the Representations, Warranties and Covenants |HiddenPara|

The representations and warranties contained in or made pursuant to this Agreement shall not survive the closing of the transactions contemplated hereby. All covenants and agreements contained in this Agreement shall survive until performed in accordance with their terms.

Section 6.2. Indemnity by the parties |HiddenPara|

DFCO and SLVG, shall indemnify and hold harmless each other from and against any and all demands, claims, recoveries, obligations, losses, damages, deficiencies and liabilities, and all reasonable and related costs, expenses (including reasonable attorneys’ fees), interest and penalties, which any of them shall incur which results from the breach of any of the representations, warranties, covenants or agreements made by DFCO and SLVG under this Agreement.

ARTICLE 7. General Provisions.

Section 7.1. Entire Agreement |HiddenPara|

This Agreement supersedes all other prior agreements, understandings, representations and warranties, oral or written, between the parties hereto with respect of the subject matter hereof.

Section 7.2. Expenses |HiddenPara|

Except, as otherwise specifically provided herein, whether or not the transactions contemplated herein are consummated, each party shall pay its own expenses incident to the preparation and performance of this Agreement.

Section 7.3. Further Assurances |HiddenPara|

From time to time prior to, at and after the date hereof, each party hereto will execute all such instruments and take all such actions as the other, being advised by counsel, shall reasonably request (and which it is reasonably within their respective powers to accomplish), in connection with the carrying out and effectuating of the intent and purposes hereof and all transactions and things contemplated by this Agreement, including, without limitation, the execution and delivery of any and all confirmatory and other instruments in addition to those to be delivered on the date hereof, and any and all actions which may reasonably be necessary or desirable to complete the transactions contemplated hereby.

Section 7.4. Notices |HiddenPara|

Any notice or other communication required or permitted under this Agreement by any party to the other shall be in writing, and shall be deemed effective upon (a) personal delivery, if delivered by hand; (b) three days after the date of deposit in the mails, if mailed by certified or registered mail, postage prepaid, return receipt requested; (c) the next business day, if sent by a prepaid overnight courier service; or (d) when sent, if sent by facsimile transmission with a confirmation copy sent by first class mail on the date of fax transmission, and in each case addressed as follows:

If to Solvis Group, Inc.:

Solvis Group, Inc.

6185 Paseo Del Norte Suite 200 A

Carlsbad CA, 92011

Attn: Eric Gaer

Telecopier: ________________

with a copy to:

Naccarato & Associates

18301 Von Karman, Ste. 430

Irvine, CA 92612

Telecopier: 949-861-9262

If to Dalrada Financial Corporation:

DALRADA FINANCIAL CORPORATION

9449 Balboa Avenue, Suite 211

San Diego, CA 92123

Attn: David P. Lieberman

Telecopier: 858.277.4043

with a copy to:

Naccarato & Associates

18301 Von Karman, Ste. 430

Irvine, CA 92612

Telecopier: 949-861-9262

or to such other address or to such other person as any party hereto shall have last designated by notice to another party in accordance with the provisions of this Section 7.4.

Assignment |HiddenPara|

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Counterparts |HiddenPara|

This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument.

Governing Law |HiddenPara|

This Agreement shall be construed, performed and enforced in accordance with the laws of the State of Nevada.

Consent to Jurisdiction; Waiver of Jury Right |HiddenPara|

Each party to this Agreement hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of a court sitting in Orange County, California for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such court), and further agrees that service of any process, summons, notice or document in accordance with the Notice provisions herein shall be effective service of process for any action, suit or proceeding brought against such party in any such court. Each party hereby irrevocably and unconditionally waives to the fullest extent of permitted by applicable law, (a) any and all rights to trial by jury and (b) any objections such party may now or hereafter may have to the laying of venue, of any such action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby.

Headings |HiddenPara|

The article and section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

Severability |HiddenPara|

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

Acknowledgement and Waiver. Naccarato & Associates has explained to each of the undersigned that present and conflicting dual interests may exist in reviewing the above-described agreement and has informed each of us of the nature and possible consequences of these conflicts.

We understand that we have the right to seek independent counsel before executing this consent, or at any future time. Each of the undersigned nevertheless desires

representation by Naccarato & Associates and therefore consents and gives approval for such representation.

We further release Naccarato & Associates from any and all liability and further agree to indemnify and defend Naccarato & Associates from all suits, judgments arbitration awards and alike as resulting from its representation of our interests and specifically involving the disclosed potential conflict of interest.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the date first above written.

DALRADA FINANCIAL CORPORATION

/s/ Brian Bonar

By: _______________

Name: Brian Bonar

Title: CEO

SOLVIS GROUP, INC.

/s/ Eric Gaer

By: ___________________

Name: Eric Gaer

Title: CEO

EX-10.01 3 exhibit10-01.htm EXHIBIT 10.01 DALRADA FINANCIAL CORPORATION PROMISSORY NOTE 1 Exhibit 10.01 Dalrada Financial Corporation Promissory Note 1

Exhibit 10.01

DALRADA FINANCIAL CORPORATION

PROMISSORY NOTE

NOTE 1

$3,240,000.00 San Diego, California

&# 160; March 29, 2007

DALRADA FINANCIAL CORPORATION, a Delaware corporation (the “Company”), the principal office of which is located at 9449 Balboa Avenue, San Diego, California 92123, for value received, evidenced by the terms of a Separation Agreement dated March 29, 2007 and attached hereto as Exhibit A, hereby promises to pay to The Solvis Group, Inc., a Nevada corporation, the sum of three million, two hundred forty thousand dollars ($3,240,000.00), or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and conditions set forth hereinafter. The principal hereof and any unpaid accrued interest hereon, as set forth below, shall be due and payable on the five-year anniversary of this Note. Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Definitions. As used in this Note, the following terms, unless the otherwise requires, have the following meanings:

(i) “Company” includes any corporation, which shall succeed to

or assume the obligations of the Company under this Note, it’s subsidiaries or successors in interest.

(ii) “Holder,” when the context refers to a holder of this Note, shall mean The Solvis Group, Inc. or its successors or assigns.

2. Payments. The Company shall make minimum monthly payments of fifty thousand dollars ($50,000.00) on the first of each month beginning April 1, 2007, payable pursuant to the instructions contained in the Separation Agreement, with a balloon payment on April 1, 2012 of one million, one hunred and sixty thousand, nine hundred forty five dollars and .66 cents ($1,160,945.66) or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and conditions set forth hereinafter.

3. Interest. The Company shall pay annual interest of eight percent (8%) on the principal amount of the Note.

3. Events of Default. If any of the events specified in this Sections 3 shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company.

(i) Default in the payment of the principal and unpaid accrued interest of this Note when due any payable if such default is not cured by the Company within thirty (30) days after the Holder has given the Company written notice of such default; or

(ii) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Act, or any other applicable Federal or State law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or

(iii) If, within sixty (60) days after commencement of any action against the Company (and service of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Company or all orders or proceedings there under affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company, such appointment shall not have been vacated.

4. Prepayment. Upon ten (10) days prior written notice to the Holder, the Company may at any time prepay, without penalty, in whole or in part the entire principal, plus all accrued interest thereon to date of payment, of this Note.

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

6. Representations and Warranties. The representations and warranties of the Holder contained in the Separation Agreement are true and correct as of the date hereof and are hereby incorporated herein as though set forth in full.

8. Notices. Any notices, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if telegraphed or mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or telegraphed in the manner set forth above and shall be deemed to have been received when delivered.

9. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company; and no dividends or interest shall be payable or accrued in respect of this Note or the interest represented hereby.

10. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California, County of San Diego. All disputes arising out of or relating to this Note, the Separation Agreement, or the parties’ relationship, including the termination thereof, shall be resolved by the Court in San Diego, California.

11. Attorney Fees. The parties shall bear their own respective attorneys fees, costs and expenses incurred in connection with negotiating, preparing and signing of this Agreement. In the event any litigation should be commenced as between the Parties to this Agreement, concerning said Agreement, or the rights and duties of either in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such relief as may be granted, to a reasonable sum as and for attorneys fees and other costs and expenses arising from such litigation. Said fees, costs and expenses compensable hereunder shall be determined by the court having jurisdiction of such litigation or by a separate action brought for such purpose.

12. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 29th day of March 2007.

DALRADA FINANCIAL CORPORATION

/s/ Brian Bonar

By:

Brian Bonar

Chief Executive Officer

THE SOLVIS GROUP, INC. (“HOLDER”)

/s/ Eric Gaer

By:

Eric W. Gaer

Chief Executive Officer

EX-10.02 4 exhibit10-02.htm EXHIBIT 10.02 DALRADA FINANCIAL CORPORATION PROMISSORY NOTE 2 Exhibit 10.02 Dalrada Financial Corporation Promissory Note 2

Exhibit 10.02<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" />

DALRADA FINANCIAL CORPORATION

PROMISSORY NOTE

NOTE 2

$8,060,000.00 <?xml:namespace prefix = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />San Diego, California

March 29, 2007

DALRADA FINANCIAL CORPORATION, a Delaware corporation (the “Company”), the principal office of which is located at 9449 Balboa Avenue, San Diego, California 92123, for value received, evidenced by the terms of a Separation Agreement dated March 29, 2007 and attached hereto as Exhibit A, hereby promises to pay to The Solvis Group, Inc., a Nevada corporation, the sum of eight million sixty thousand dollars ($8,060,000.00), or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and conditions set forth hereinafter. The principal hereof and any unpaid accrued interest hereon, as set forth below, shall be due and payable on the five-year anniversary of this Note. Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Definitions. As used in this Note, the following terms, unless the otherwise requires, have the following meanings:

(i) “Company” includes any corporation, which shall succeed to

or assume the obligations of the Company under this Note, it’s subsidiaries or successors in interest.

(ii) “Holder,” when the context refers to a holder of this Note, shall mean The Solvis Group, Inc. or its successors or assigns.

2. Payments. The Company shall make minimum monthly payments of eighty five thousand dollars ($85,000.00) on the first of each month beginning April 1, 2007, payable pursuant to the instructions contained in the Separation Agreement, with a balloon payment on April 1, 2012 of five million, eight hundred and one thousand and four hundred and one dollars ($5,801,041) or such lesser amount as shall then equal the outstanding principal amount hereof on the terms and conditions set forth hereinafter.

3. Interest. The Company shall pay annual interest of eight percent (8%) on the principal amount of the Note.

4. Security. The underlying equity interest in Alliance Insurance shall be provided as security for this Promissory Note.

5. Prepayment. Upon ten (10) days prior written notice to the Holder, the Company may at any time prepay, without penalty, in whole or in part the entire principal, plus all accrued interest thereon to date of payment, of this Note.

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

7. Representations and Warranties. The representations and warranties of the Holder contained in the Separation Agreement are true and correct as of the date hereof and are hereby incorporated herein as though set forth in full.

11. Attorney Fees. The parties shall bear their own respective attorneys fees, costs and expenses incurred in connection with negotiating, preparing and signing of this Agreement. In the event any litigation should be commenced as between the Parties to this Agreement, concerning said Agreement, or the rights and duties of either in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such relief as may be granted, to a reasonable sum as and for attorneys fees and other costs and expenses arising from such litigation. Said fees, costs and expenses compensable hereunder shall be determined by the court having jurisdiction of such litigation or by a separate action brought for such purpose.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 29th day of March 2007.

DALRADA FINANCIAL CORPORATION

/s/ Brian Bonar

<?xml:namespace prefix = v ns = "urn:schemas-microsoft-com:vml" />By:

Brian Bonar

Chief Executive Officer

THE SOLVIS GROUP, INC. (“HOLDER”)

/s/ Eric Gaer

By:

Eric W. Gaer

Chief Executive Officer