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").
E C I T A L S:
through its officers and employees, has considerable experience in financial
consulting, and corporate finance.
desires to be assured of the association and services of Consultant in order
avail itself of Consultant's experience, skills and abilities, and background
and knowledge to facilitate Company's investment strategy and business plan,
is therefore willing to engage Consultant upon the terms and conditions herein
agrees to be engaged and retained by Company upon said terms and
THEREFORE, in consideration of the recitals, promises, and conditions set forth
in this Agreement, the Company and the Consultant hereby agree as
Company hereby retains Consultant to be a financial consultant to the Company
and on a regular basis, to render such advice, consultation and information
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
month to the Company.
term of this Agreement shall be for a period of twenty-four (24) months
commencing the date of this Agreement (the “Term”).
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
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
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
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.
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.
Agreement shall not constitute an employer-employee relationship. It is the
intention of each party that Consultant shall be an independent contractor
not an employee of the Company. Consultant shall not have authority to act
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.
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.
Agreement is made and shall be governed and construed in accordance with the
laws of the State of New York.
attempt by either party to assign any rights, duties, or obligations which
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 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
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.
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
after transmission by telecopier to the number appearing above. Either party
change its address by written notice made in accordance with this
FINANCIAL CORP. GHILLIE