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.

     

               
4. 
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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