Exhibit
      10.59

    


    FINANCIAL
      CONSULTING AGREEMENT

    


    THIS
      AGREEMENT (the "Agreement") is made effective as of February 9, 2006 between
      GHILLIE FINANZ, S.A., a Swiss corporation, maintaining an office at
      Bundesstrasse 3, 6304 Zug CH, Switzerland, telecopier: (415)
      981-5301(hereinafter the "Consultant") and DALRADA FINANCIAL CORP., a Delaware
      corporation, maintaining an office at 9449
      Balboa Avenue, Suite 211, San Diego, CA 92123, telecopier:
      (858) 613-1311 (hereinafter the "Company").

    


    R
      E C I T A L S:

    


    A. Consultant,
      through its officers and employees, has considerable experience in financial
      consulting, and corporate finance.

    


    B. Company
      desires to be assured of the association and services of Consultant in order
      to
      avail itself of Consultant's experience, skills and abilities, and background
      and knowledge to facilitate Company's investment strategy and business plan,
      and
      is therefore willing to engage Consultant upon the terms and conditions herein
      contained.

    


    C. Consultant
      agrees to be engaged and retained by Company upon said terms and
      conditions.

    


    NOW,
      THEREFORE, in consideration of the recitals, promises, and conditions set forth
      in this Agreement, the Company and the Consultant hereby agree as
      follows:

    


    1. Services.
      The
      Company hereby retains Consultant to be a financial consultant to the Company
      and on a regular basis, to render such advice, consultation and information
      to
      the Board of Directors, officers or agents and employees of the Company
      regarding corporate finance. The Company hereby retains Consultant to perform
      these services for the Company. Consultant will provide up to ten (10) hours
      per
      month to the Company.

    


    2. Term.
      The
      term of this Agreement shall be for a period of twenty-four (24) months
      commencing the date of this Agreement (the “Term”).

    


    3. Compensation.
      Company
      agrees to compensate Consultant for the services to be provided hereunder by
      issuing and delivering to Consultant Class A Warrants of the Company
      representing the right to purchase up to 5% of the Fully-Diluted Common Stock
      of
      the Company (the “Warrant”). The Warrant is identical to and the holder of the
      Warrant has the same rights and benefits granted to other holders of Class
      A
      Warrants, including but not limited to those rights relating to registration,
      reservation, and indemnification as set forth and described in a certain
      Subscription Agreement among the Company and Subscribers entered into about
      the
      date of this Agreement relating to the sale of not less than $5,000,000 of
      principal amount of convertible promissory notes of the Company.

    


    4. Expenses.
      Company
      agrees to pay all reasonable business expenses authorized by Company and
      incurred by Consultant in furtherance of the business of Company, including
      travel, food, lodging and entertainment expenses, upon presentation by
      Consultant of receipts.

    


    5. Relationship
      of Parties.
      This
      Agreement shall not constitute an employer-employee relationship. It is the
      intention of each party that Consultant shall be an independent contractor
      and
      not an employee of the Company. Consultant shall not have authority to act
      as an
      agent of the Company except when such authority is specifically delegated to
      Consultant by the Company. Subject to the express provisions herein, the manner
      and means utilized by Consultant in the performance of Consultant's services
      hereunder shall be under the sole control of the Consultant. All compensation
      paid to Consultant shall constitute earnings to Consultant from self-employment
      income. Company shall not withhold any amounts therefrom as federal or state
      income tax withholding from wages or as employee contributions under the Federal
      Insurance Contributions Act (Social Security) or any similar federal or state
      law applicable to employers and employees.

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    6. Benefit
      of Agreement.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective legal representatives, administrators, executors,
      successors, subsidiaries, and affiliates.

    


    7. Governing
      Law.
      This
      Agreement is made and shall be governed and construed in accordance with the
      laws of the State of New York.

    


    8. Assignment.
      Any
      attempt by either party to assign any rights, duties, or obligations which
      arise
      under this Agreement without the prior written consent of the other party shall
      be void and shall constitute a breach of the terms of this
      Agreement.

    


    9. Termination.
      This
      Agreement may be terminated after the initial term by either party upon written
      notice delivered at least thirty (30) days prior to the end of the Term, however
      all amounts payable to the Consultant for transactions initiated prior to
      termination shall accrue and be payable regardless of when a closing actually
      occurs.

    


    10. Litigation
      Expenses.
      If any
      action at law or in equity is brought by either party to enforce or interpret
      the terms of this Agreement, the prevailing party shall be entitled to
      reasonable attorney's fees, costs, and disbursements in addition to any other
      relief to which it may be entitled.

    


    11. Notices.
      Any
      notice, request, demand or other communication required or permitted hereunder
      shall be deemed to be properly given when personally served in writing or when
      three business days after deposited in the United States mail, postage prepaid,
      addressed to the other party at the address appearing above or one business
      day
      after transmission by telecopier to the number appearing above. Either party
      may
      change its address by written notice made in accordance with this
      section.

    


    IN
      WITNESS WHEREOF, the parties have executed this Financial Consulting Agreement
      as of the day and year first above written.

    


    DALRADA
      FINANCIAL CORP.   GHILLIE
      FINANZ, S.A.

    ("Company")      (“Consultant”)

    


    


    /s/
      Brian
      Bonar     /s/
      W.
      Coleson

    By:_____________________________________ _______________________________________

    Name:

    Title:

    


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