Exhibit 10.57 Guaranty Agreement 2-13-06


    Exhibit
      10.57

     

    FORM
      OF GUARANTY
      

     

    1. Identification.

    


    This
      Guaranty (the "Guaranty"), dated as of February 13, 2006, is entered into by
      The
      Solvis Group, Inc., a Nevada corporation, The Solvis Group, Inc., a Michigan
      corporation, Sourceone Group, Inc., a Delaware corporation (each
      a
“Guarantor”), for the benefit of the parties identified on Schedule A hereto
      (each a “Lender” and collectively, the "Lenders").

    


    2. Recitals.

    


    2.1 Guarantor
      is a direct or indirect subsidiary of Dalrada Financial Corp., a Delaware
      corporation (“Parent”). The Lenders have made, are making and will be making
      loans to Parent (the "Loans"). Guarantor will obtain substantial benefit from
      the proceeds of the Loans.

    


    2.2 The
      Loans
      are and will be evidenced by certain convertible promissory notes (each a
“Convertible Note” and collectively, the "Convertible Notes") issued by Parent
      on, about or after the date of this Guaranty pursuant to subscription agreements
      dated at or about the date hereof (“Subscription Agreements”). The Convertible
      Notes are further identified on Schedule A hereto and were and will be executed
      by Parent as “Borrower” or “Debtor” for the benefit of each Lender as the
“Holder” or “Lender” thereof.

    


    2.3 In
      consideration of the Loans made and to be made by Lenders to Parent and for
      other good and valuable consideration, and as security for the performance
      by
      Parent of its obligations under the Convertible Notes and as security for the
      repayment of the Loans and all other sums due from Debtor to Lenders arising
      under the Convertible Notes, Subscription Agreements and any other agreement
      between or among them relating to the foregoing (collectively, the
      "Obligations"), Guarantor, for good and valuable consideration, receipt of
      which
      is acknowledged, has agreed to enter into this Guaranty. Obligations include
      all
      future advances by Lenders to Parent made by Lenders pursuant to the
      Subscription Agreement. 

    


    2.4 The
      Lenders have appointed Barbara R. Mittman as Collateral Agent pursuant to that
      certain Collateral Agent Agreement dated at or about February 9, 2006
      (“Collateral Agent Agreement”), among the Lenders and Collateral
      Agent.

    


    3. Guaranty.

    


    3.1 Guaranty.
      Guarantor hereby unconditionally and irrevocably guarantees, jointly and
      severally with any other Guarantor, the punctual payment, performance and
      observance when due, whether at stated maturity, by acceleration or otherwise,
      of all of the Obligations now or hereafter existing, whether for principal,
      interest (including, without limitation, all interest that accrues after the
      commencement of any insolvency, bankruptcy or reorganization of Parent, whether
      or not constituting an allowed claim in such proceeding), fees, commissions,
      expense reimbursements, liquidated damages, indemnifications or otherwise (such
      obligations, to the extent not paid by Parent being the “Guaranteed
      Obligations”), and agrees to pay any and all costs, fees and expenses (including
      reasonable counsel fees and expenses) incurred by Collateral Agent and the
      Lenders in enforcing any rights under the guaranty set forth herein. Without
      limiting the generality of the foregoing, Guarantor’s liability shall extend to
      all amounts that constitute part of the Guaranteed Obligations and would be
      owed
      by Parent to Collateral Agent and the Lenders, but for the fact that they are
      unenforceable or not allowable due to the existence of an insolvency, bankruptcy
      or reorganization involving Parent.

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    3.2 Guaranty
      Absolute.
      Guarantor guarantees that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Convertible Notes, regardless of any law,
      regulation or order now or hereafter in effect in any jurisdiction affecting
      any
      of such terms or the rights of Collateral Agent or the Lenders with respect
      thereto. The obligations of Guarantor under this Guaranty are independent of
      the
      Guaranteed Obligations, and a separate action or actions may be brought and
      prosecuted against Guarantor to enforce such obligations, irrespective of
      whether any action is brought against Parent or any other Guarantor or whether
      Parent or any other Guarantor is joined in any such action or actions. The
      liability of Guarantor under this Guaranty constitutes a primary obligation,
      and
      not a contract of surety, and to the extent permitted by law, shall be
      irrevocable, absolute and unconditional irrespective of, and Guarantor hereby
      irrevocably waives any defenses it may now or hereafter have in any way relating
      to, any or all of the following:

     

    (a)
        any
      lack
      of validity or enforceability of the Convertible Notes or any agreement or
      instrument relating thereto;

     

    (b)
        any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from the Convertible Notes, including, without limitation,
      any increase in the Guaranteed Obligations resulting from the extension of
      additional credit to Parent or otherwise;

     

    (c)
        any
      taking, exchange, release, subordination or non-perfection of any Collateral,
      or
      any taking, release or amendment or waiver of or consent to departure from
      any
      other guaranty, for all or any of the Guaranteed Obligations;

     

    (d)
        any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of Parent; or

     

    (e)
        any
      other
      circumstance (including, without limitation, any statute of limitations) or
      any
      existence of or reliance on any representation by Collateral Agent or the
      Lenders that might otherwise constitute a defense available to, or a discharge
      of, Parent or any other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by Collateral Agent, the Lenders or any other entity
      upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
      (and whether as a result of any demand, settlement, litigation or otherwise),
      all as though such payment had not been made.

     

    3.3 Waiver.
      Guarantor hereby waives promptness, diligence, notice of acceptance and any
      other notice with respect to any of the Guaranteed Obligations and this Guaranty
      and any requirement that Collateral Agent or the Lenders or exhaust any right
      or
      take any action against any Borrower or any other person or entity or any
      Collateral. Guarantor acknowledges that it will receive direct and indirect
      benefits from the financing arrangements contemplated herein and that the waiver
      set forth in this Section 3.3
      is
      knowingly made in contemplation of such benefits. Guarantor hereby waives any
      right to revoke this Guaranty, and acknowledges that this Guaranty is continuing
      in nature and applies to all Guaranteed Obligations, whether existing now or
      in
      the future.

     

    3.4
      Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and effect
      until the later of the indefeasible cash payment in full of the Guaranteed
      Obligations and all other amounts payable under this Guaranty, the Subscription
      Agreements and Convertible Notes, (b) be binding upon Guarantor, its successors
      and assigns and (c) inure to the benefit of and be enforceable by the Lenders
      and their successors, pledgees, transferees and assigns. Without limiting the
      generality of the foregoing clause (c), any Lender may pledge, assign or
      otherwise transfer all or any portion of its rights and obligations under this
      Guaranty (including, without limitation, all or any portion of its Convertible
      Notes owing to it) to any other Person, and such other Person shall thereupon
      become vested with all the benefits in respect thereof granted such Collateral
      Agent or Lender herein or otherwise.

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    3.5
      Subrogation.
      No
      Guarantor will exercise any rights that it may now or hereafter acquire against
      the Collateral Agent or any Lender or other Guarantor (if any) that arise from
      the existence, payment, performance or enforcement of such Guarantor’s
      obligations under this Guaranty, including, without limitation, any right of
      subrogation, reimbursement, exoneration, contribution or indemnification,
      whether or not such claim, remedy or right arises in equity or under contract,
      statute or common law, including, without limitation, the right to take or
      receive from the Collateral Agent or any Lender or other Guarantor (if any),
      directly or indirectly, in cash or other property or by set-off or in any other
      manner, payment or security solely on account of such claim, remedy or right,
      unless and until all of the Guaranteed Obligations and all other amounts payable
      under this Guaranty shall have been indefeasibly paid in full in cash.


     

    3.6
      Maximum
      Obligations.
      Notwithstanding any provision herein contained to the contrary, Guarantor’s
      liability with respect to the Obligations shall be limited to an amount not
      to
      exceed, as of any date of determination, the amount that could be claimed by
      Lenders from Guarantor without rendering such claim voidable or avoidable under
      Section 548 of the Bankruptcy Code or under any applicable state Uniform
      Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute
      or
      common law.

     

    4. Miscellaneous.
      

     

    4.1 Expenses.
      Guarantor shall pay to the Lenders, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys' fees, legal
      expenses and brokers' fees, which the Lenders may incur in connection with
      exercise or enforcement of any the rights, remedies or powers of the Lenders
      hereunder or with respect to any or all of the Obligations.

    


    4.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Lenders and no failure by the Lenders to exercise,
      or
      delay by the Lender in exercising, any right, remedy or power hereunder shall
      operate as a waiver thereof, and no single or partial exercise thereof shall
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy or power of the Lenders. No amendment, modification or waiver
      of
      any provision of this Guaranty and no consent to any departure by Guarantor
      therefrom, shall, in any event, be effective unless contained in a writing
      signed by the Majority in Interest (as such term is defined in the Collateral
      Agent Agreement) or the Lender or Lenders against whom such amendment,
      modification or waiver is sought, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      given. The rights, remedies and powers of the Lenders, not only hereunder,
      but
      also under any instruments and agreements evidencing or securing the Obligations
      and under applicable law are cumulative, and may be exercised by the Lenders
      from time to time in such order as the Lenders may elect.

    


    4.3 Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made under this
      Section:

    


    To
      Parent
      and

    Guarantor,
      to:   Dalrada
      Financial Corp.

    9449
      Balboa Avenue, Suite 211

    San
      Diego, CA 92123

    Attn:
      Brian Bonar, CEO

    Fax:
      (858)
      613-1311

    3


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    With
      a
      copy by telecopier only to:

    


    Owen
      M.
      Naccarato, Esq.

    Naccarato
      & Associates

    18301
      Von
      Karman Avenue, Suite 430

    Irvine,
      CA 92612

    Fax:
      (949) 851-9262

    


    To
      Lenders:   To
      the
      addresses and telecopier numbers set 

    forth
      on
      Schedule A 

    


    


    To
      the
      Collateral Agent:  Barbara
      R. Mittman, Esq.

    Grushko
      & Mittman, P.C.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      NY 10176

    Fax:
      (212) 697-3575

    


    


    With
      a
      copy to:   Grushko
      & Mittman, P.C.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      New York 10176

    Fax:
      (212) 697-3575

    


    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    4.4 Term;
      Binding Effect.
      This
      Guaranty shall (a) remain in full force and effect until payment and
      satisfaction in full of all of the Obligations; (b) be binding upon Guarantor
      and its successors and permitted assigns; and (c) inure to the benefit of the
      Lenders and their respective successors and assigns. All
      the
      rights and benefits granted by Guarantor to the Collateral Agent and Lenders
      hereunder and other agreements and documents delivered in connection therewith
      are deemed granted to both the Collateral Agent and Lenders. Upon the payment
      in
      full of the Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
      will, upon Guarantor's request and at Guarantor's expense, execute and deliver
      to Guarantor such documents as Guarantor shall reasonably request to evidence
      such termination, all without any representation, warranty or recourse
      whatsoever.

    


    4.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Guaranty have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    4.6 Governing
      Law; Venue; Severability.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts or choice of law.
      Any legal action or proceeding against Guarantor with respect to this Guaranty
      may be brought in the courts of the State of New York or of the United States
      for the Southern District of New York, and, by execution and delivery of this
      Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of
      its
      property, generally and unconditionally, the jurisdiction of the aforesaid
      courts. Guarantor hereby irrevocably waives any objection which they may now
      or
      hereafter have to the laying of venue of any of the aforesaid actions or
      proceedings arising out of or in connection with this Guaranty brought in the
      aforesaid courts and hereby further irrevocably waives and agrees not to plead
      or claim in any such court that any such action or proceeding brought in any
      such court has been brought in an inconvenient forum. If any provision of this
      Guaranty, or the application thereof to any person or circumstance, is held
      invalid, such invalidity shall not affect any other provisions which can be
      given effect without the invalid provision or application, and to this end
      the
      provisions hereof shall be severable and the remaining, valid provisions shall
      remain of full force and effect.

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    4.7 Satisfaction
      of Obligations.
      For all
      purposes of this Guaranty, the payment in full of the Obligations shall be
      conclusively deemed to have occurred when either the Obligations have been
      indefeasibly paid in cash or all outstanding Convertible Notes have been
      converted to common stock pursuant to the terms of the Convertible Notes and
      the
      Subscription Agreements.

    


    4.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.


    
      
        5

        


        (Guaranty
          Agreement)

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Guaranty, as of the date first
      written above.

    


    “GUARANTOR”     “GUARANTOR”

    THE
      SOLVIS GROUP, INC.    THE
      SOLVIS GROUP, INC.

    a
      Nevada
      corporation     a
      Michigan corporation

    


    /s/
      Brian
      Bonar      /s/
      Brian
      Bonar

    By:
      _____________________________________ By:______________________________________

    


    Its:
      _____________________________________ Its:
      ______________________________________

    


    


    “GUARANTOR”

    SOURCEONE
      GROUP, INC.

    a
      Delaware corporation

    


    /s/
      Brian
      Bonar

    By:
      _____________________________________

    


    Its:
      _____________________________________

    


    


    APPROVED
      BY “LENDERS”:

    


     

    /s/
      P.
      Benz              /s/
      P.
      Benz  

    ______________________________________  ______________________________________

    LONGVIEW
      FUND, L.P.            LONGVIEW
      EQUITY FUND, L.P.  

    


    /s/
      P.
      Benz              /s/
      C.
      Ackerman

    ______________________________________  _______________________________________

    LONGVIEW
      INTERNATIONAL EQUITY          ALPHA
      CAPITAL AKTIENGESELLSCHAFT

    FUND,
      L.P. 

     

    /s/
      F.
      Morax                                H.
      Schraub

    ______________________________________  _______________________________________ 

    BALMORE,
      S.A.                  HOWARD
      SCHRAUB

    


    


    


    


    


    


    


    


    This
      Guaranty Agreement may be signed by facsimile signature
      and

    delivered
      by confirmed facsimile transmission.


    
      
        6

        


        (Guaranty
          Agreement)

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A TO GUARANTY

    


    


    
      	
              LENDER

            	
              PURCHASE
                PRICE

            	
              CASH
                PORTION OF PURCHASE PRICE

            	
              WARRANTS

            
	
              LONGVIEW
                FUND, LP

              600
                Montgomery Street, 44th Floor

              San
                Francisco, CA 94111

              Fax:
                (415) 981-5301

            	
              $3,871,707.00

            	
              $2,884,800.00

            	
              693,768,501

            
	
              LONGVIEW
                EQUITY FUND, LP

              600
                Montgomery Street, 44th Floor

              San
                Francisco, CA 94111

              Fax:
                (415) 981-5301

            	
              $1,005,000.00

            	
              $1,005,000.00

            	
              180,085,255

            
	
              LONGVIEW
                INTERNATIONAL EQUITY FUND, LP

              600
                Montgomery Street, 44th Floor

              San
                Francisco, CA 94111

              Fax:
                (415) 981-5301

            	
              $495,000.00

            	
              $495,000.00

            	
              88,698,708

            
	
              ALPHA
                CAPITAL AKTIENGESELLSCHAFT

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	
              $492,426.00

            	
              -0-

            	
              88,237,475

            
	
              BALMORE,
                S.A.

              P.O.
                Box 146, Road Town

              Tortola,
                BVI

              Fax:

            	
              $1,380,960.00

            	
              -0-

            	
              247,453,268

            
	
              HOWARD
                SCHRAUB

              c/o
                G. Howard Associates Inc.

              525
                East 72nd
                Street

              New
                York, NY 10021

              Fax:
                (212) 737-7467

            	
              $300,000.00

            	
              -0-

            	
              53,756,793

            
	
              TOTAL

            	
              $7,545,093.00

            	 	
              1,352,000,000

            


    

    


    
7