Exhibit 10.02 Dalrada Financial Corporation Promissory Note 2


    
      Exhibit 10.02<?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" />

      DALRADA
        FINANCIAL CORPORATION

      PROMISSORY
        NOTE

      NOTE
        2

       

      $8,060,000.00                                                                        
          <?xml:namespace prefix
        = st1 ns = "urn:schemas-microsoft-com:office:smarttags" />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                        


      <?xml:namespace prefix = v
        ns =
        "urn:schemas-microsoft-com:vml" />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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