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

                                                                                                                                                              
      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


    
      
        
        

      

      
        
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