Exhibit 10.02 Dalrada Financial Corporation Promissory Note 2


    EXHIBIT 10.02

     

     

                                                                                 
DALRADA FINANCIAL CORPORATION

                                                                                                  
PROMISSORY NOTE

                                                                                                              
NOTE 2

     

    $8,060,000.00                                                                                                                                                                                           
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 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.

     

               
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.  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.

     

    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.

     

    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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