Exhibit
      10.07




TALLY
      HO
      VENTURES, INC.





SHARE
      PURCHASE AGREEMENT





This
      Share
      Purchase Agreement (“Agreement”) is made as of March 28, 2007, by and between
      Tally Ho Ventures, Inc., a Delaware corporation (the “Company”), and the
      purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”) as
      listed on Schedule A hereto.




RECITALS





A. The
      Company desires to obtain funds from each Purchaser in order provide working
      capital, to and further the operations of the Company.




B.
      The
      Company has already, through the Placement Agent (as hereinafter defined) issued
      482,981 Shares for an aggregate purchase price of $525,000 and wish to increase
      and continue the offering herein, for an additional $25,000. In order to obtain
      such funds, the Company is offering up to 23,000 shares (i.e. or a total of
      505,981 Shares when combined with the previously issued 482,981 shares) (the
      “Shares”) of common stock, $0.001 per share par value (the “Common Stock”) at a
      purchase price of $1.087 per Share, on the terms and subject to the conditions
      set forth herein, for an aggregate offering price of $25,000 (or an aggregate
      of
      $550,000 when combined with the $525,000 previously paid). The Shares are
      sometimes referred to herein as the “Securities”. The Shares are provided
      certain demand registration rights as set forth in the Amended and Registration
      Rights Agreement (the “Registration Rights Agreement”) in the form annexed
      hereto as Exhibit A.




C.
      Prior
      to the Closing, all funds are in Escrow with counsel for the Placement Agent
      and, upon execution hereof by the Company and all of the Purchasers, such funds
      shall be released to the Company and the Placement Agent and their professionals
      and designees in accordance with the terms hereof.




AGREEMENT





It
      is
      agreed as follows:





1.
      PURCHASE AND SALE OF SHARES.




1.1
      Purchase and Sale.  In reliance upon the representations and
      warranties of the Company and each Purchaser contained herein and subject to
      the
      terms and conditions set forth herein, at Closing, each Purchaser shall
      purchase, and the Company shall sell and issue to each Purchaser, the number
      of
      Shares set forth on the signature page annexed to the end of this Agreement
      as
      executed by such Purchaser (the “Purchaser Signature Page”) and which amount is
      as set forth on Schedule A hereto, issued in such Purchaser’s name, at a
      purchase price of $1.087 per Share (the “Purchase Price”).




2. CLOSING.







2.1
      Date and Time.  The initial sale of 482,981 Shares has taken
      place. The sale of Shares will take place in one closing (“Closing”), subject to
      the satisfaction of all the parties hereto of their obligations
      herein.  The Purchasers shall submit an executed copy of this
      Agreement to the Placement Agent along with the Purchase Price.  Once
      a minimum of at least $25,000 of additional subscriptions acceptable to the
      Company (i.e. a total of $550,000 when combined with sale of previous Closing)
      have been provided in escrow from the Purchasers or their designees, along
      with
      funds therefore, the Closing of the sale of Shares contemplated by this
      Agreement shall take place. The Closing shall take place at the offices of
      the
      Company or at such other place as the Company and the Placement Agent (as
      hereinafter defined) and such Purchaser shall agree in writing, on or before
      March 30, 2007, unless otherwise extended by the Company and Placement Agent
      (the “Final Closing Date”).




3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.





As
      a
      material inducement to each Purchaser to enter into this Agreement and to
      purchase the Shares, the Company represents and warrants that the following
      statements are true and correct in all material respects as of the date hereof
      and will be true and correct in all material respects at Closing, except as
      expressly qualified or modified herein.




3.1 Organization
      and Good Standing.  The Company is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of Delaware
      and has full corporate power and authority to enter into and perform its
      obligations under this Agreement, and to own its properties and to carry on
      its
      business as presently conducted and asproposed to be conducted.  The
      Company and its subsidiaries have all government and other licenses and permits
      and authorizations to do business in all jurisdictions where their activities
      require such license, permits and authorizations.




3.2
      Capitalization.  The Company is authorized to issue 75,000,000
      shares of Common Stock of which, as of the date immediately prior to Closing,
      22,070,531 shares were issued and outstanding, and 0 shares of preferred stock,
      of which no shares are issued and outstanding. All outstanding shares of the
      company’s capital stock have been duly authorized and validly issued, and are
      fully paid, nonassessable, and free of any preemptive rights.




3.3 Authorization.  The
      Company has full power and authority and has taken all requisite action on
      the
      part of the Company, its officers, directors and stockholders necessary for
      (i)
      the authorization, execution and delivery of this Agreement, the Registration
      Rights Agreement and any other transaction documents relating to this Agreement
      (collectively the “Transaction Documents”), (ii) the authorization of the
      performance of all obligations of the Company hereunder or thereunder, and
      (iii)
      the authorization, issuance (or reservation for issuance) and delivery of the
      Securities.  The Transaction Documents constitute the legal, valid and
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability,
      relating to or affecting creditors’ rights generally.




3.4
      Valid Issuance of Securities.  The Shares have been duly and
      validly authorized and, upon issuance, will be validly issued, fully paid and
      non-assessable.  The Shares, upon issuance, are, or will be, free and
      clear of any security interests, liens, claims or other encumbrances, other
      than
      restrictions upon transfer under federal and state securities laws.







3.5 No
      Violation.  The execution, delivery and performance of this
      Agreement and other Transaction Documents has been duly authorized by the
      Company’s Board of Directors and will not violate any law or any order of any
      court or government agency applicable to the Company, as the case may be, or
      the
      Articles of Incorporation or Bylaws of the Company as in effect on the date
      hereof, and will not result in any breach of or default under, or, except as
      expressly provided herein, result in the creation of any encumbrance upon any
      of
      the assets of the Company pursuant to the terms of any agreement or instrument
      by which the Company or any of its assets may be bound.  No approval
      of or filing with any governmental authority is required for the Company to
      enter into, execute or perform this Agreement or any Transaction
      Document.




3.6 No
      Material Adverse Change.  Since December 31, 2006, except as
      identified and described in the SEC Reports (as defined below) or as described
      on Schedule 3.6, there has not been:





(i)
      any
      change in the consolidated assets, liabilities, financial condition or operating
      results of the Company from that reflected in the financial statements included
      in the Company’s Quarterly Report on Form 10-QSB for the quarter ended September
      30, 2006, except for changes in the ordinary course of business which have
      not
      had and could not reasonably be expected to have a material adverse effect
      on
      the Company’s assets, properties, financial condition, operating results or
      business of the Company and its subsidiaries taken as a whole (as such business
      is presently conducted and as it is proposed to be conducted) (a “Material
      Adverse Effect”), individually or in the aggregate;





(ii) any
      declaration or payment of any dividend, or any authorization or payment of
      any
      distribution, on any of the capital stock of the Company, or any redemption
      or
      repurchase of any securities of the Company;





(iii)
      any
      material damage, destruction or loss, whether or not covered by insurance,
      to
      any assets, licenses, government permits, self regulatory agency permit or
      license, or properties of the Company or its subsidiaries;





(iv) any
      waiver, not in the ordinary course of business, by the Company or any subsidiary
      of a material right or of a material debt owed to it;





(v) any
      satisfaction or discharge of any lien, claim or encumbrance or payment of any
      obligation by the Company or a subsidiary, except in the ordinary course of
      business and which has not had a Material Adverse Effect;





(vi)
      any
      change or amendment to the Company’s Articles of Incorporation or Bylaws, or
      material change to any material contract or arrangement by which the Company
      or
      any subsidiary is bound or to which any of their respective assets or properties
      is subject;








(vii) any
      material labor difficulties, labor disputes, non-compete or similar
      disputes,  or labor union organizing activities with respect to
      employees of the Company or any subsidiary;





(viii) any
      material transaction entered into by the Company or a subsidiary other than
      in
      the ordinary course of business;





(ix) the
      loss of the services of any key employee, salesperson, or material change in
      the
      composition or duties of the senior management of the Company or any
      subsidiary;





(x) the
      loss or threatened loss of any customer which has had or could reasonably be
      expected to have a Material Adverse Effect; or





(xi) any
      other event or condition of any character that has had or could reasonably
      be
      expected to have a Material Adverse Effect.





3.7 SEC
      Reports and Financial Statements.





3.7.1
      The
      Company has delivered or made available to each Purchaser accurate and complete
      copies (excluding copies of exhibits) of each report, registration statement,
      and definitive proxy statement filed by the Company with the United States
      Securities and Exchange Commission (“SEC”) since September 30, 2006
      (collectively, with all information incorporated by reference therein or deemed
      to be incorporated by reference therein, the “SEC Reports”).  All
      statements, reports, schedules, forms and other documents required to have
      been
      filed by the Company with the SEC have been so filed.  As of the time
      it was filed with the SEC (or, if amended or superseded by a filing prior to
      the
      date of this Agreement, then on the date of such filing): (i) each of the SEC
      Reports complied in all material respects with the applicable requirements
      of
      the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
      as amended; and (ii) none of the SEC Reports contained any untrue statement
      of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.





3.7.2 Except
      for the pro forma financial statements, the consolidated financial statements
      contained in the SEC Reports: (i) complied as to form in all material respects
      with the published rules and regulations of the SEC applicable thereto; (ii)
      were prepared in accordance with GAAP applied on a consistent basis throughout
      the periods covered (except as may be indicated in the notes to such financial
      statements and, in the case of unaudited statements, as permitted by Form 10-QSB
      of the SEC, and except that unaudited financial statements may not contain
      footnotes and are subject to normal and recurring year-end audit adjustments
      which will not, individually or in the aggregate, be material in amount); and
      (iii) fairly present, in all material respects, the consolidated financial
      position of the Company and its consolidated subsidiaries as of the respective
      dates thereof and the consolidated results of operations of the Company and
      its
      consolidated subsidiaries for the periods covered thereby.  All
      adjustments considered necessary for a fair presentation of the financial
      statements have been included.








3.8 Securities
      Law Compliance.  Without consideration of the actions of the
      Placement Agent (as defined in Section 8 herein), and assuming the accuracy
      of
      the representations and warranties of each Purchaser set forth in Section 4
      of
      this Agreement, the offer, issue, sale and delivery of the Shares will
      constitute an exempted transaction under the Securities Act of 1933, as amended
      and now in effect (the “Securities Act”), and registration of the Shares under
      the Securities Act is not required.  The Company shall make such
      filings as may be necessary to comply with the Federal securities laws and
      the
“blue sky” laws of any state, which filings will be made in a timely
      manner.





3.9 No
      Conflict, Breach, Violation or Default.  The execution, delivery
      and performance of the Transaction Documents by the Company and the issuance
      and
      sale of the Shares will not conflict with or result in a breach or violation
      of
      any of the terms and provisions of, or constitute a default under (i) the
      Company’s Restated Certificate of Incorporation or the Company’s Bylaws, both as
      in effect on the date hereof (true and complete copies of which have been made
      available to the Purchasers through the EDGAR system), or (ii) any statute,
      rule, regulation or order of any governmental agency, self regulatory agency,
      securities regulatory or insurance regulatory agency or body or any court,
      domestic or foreign, having jurisdiction over the Company, any subsidiary or
      any
      of their respective assets or properties, or (b) any material agreement or
      instrument to which the Company or any subsidiary is a party or by which the
      Company or a subsidiary is bound or to which any of their respective assets
      or
      properties is
      subject.





3.10 Tax
      Matters.  The Company and each subsidiary has timely prepared and
      filed all tax returns required to have been filed by the Company with all
      appropriate governmental agencies and timely paid all taxes shown thereon or
      otherwise owed by it.  The charges, accruals and reserves on the books
      of the Company in respect of taxes for all fiscal periods are adequate in all
      material respects, and there are no material unpaid assessments against the
      Company nor, to the Company’s Knowledge, any basis for the assessment of any
      additional taxes, penalties or interest for any fiscal period or audits by
      any
      federal, state or local taxing authority except for any assessment which is
      not
      material to the Company, taken as a whole.  All taxes and other
      assessments and levies that the Company is required to withhold or to collect
      for payment have been duly withheld and collected and paid to the proper
      governmental entity or third party when due.  There are no tax liens
      or claims pending or, to the Company’s Knowledge, threatened against the Company
      or any subsidiary or any of their respective assets or
      property.  There are no outstanding tax sharing agreements or other
      such arrangements between the Company or other corporation or
      entity.  For the purposes of this agreement, “Company’s Knowledge”
means the actual knowledge of the executive officers (as defined in Rule 405
      under the Securities Act) of the Company, after due inquiry.





3.11
      Title to Properties. Except as disclosed in the SEC Reports, the
      Company has good and marketable title to all real properties and all other
      properties and assets owned by it, in each case free from liens, encumbrances
      and defects that would materially affect the value thereof or materially
      interfere with the use made or currently planned to be made thereof by them;
      and
      except as disclosed in the SEC Reports, the Company holds any leased real or
      personal property under valid and enforceable leases with no exceptions that
      would materially interfere with the use made or currently planned to be made
      thereof by them.








3.12 Intellectual
      Property.





(a) All
      Intellectual Property of the Company is currently in compliance with all legal
      requirements (including timely filings, proofs and payments of fees) and is
      valid and enforceable.  No Intellectual Property of the Company which
      is necessary for the conduct of Company’s and each of its subsidiaries’
respective businesses as currently conducted or as currently proposed to be
      conducted has been or is now involved in any cancellation, dispute or
      litigation, and, to the Company’s Knowledge, no such action is
      threatened.  No patent of the Company has been or is now involved in
      any interference, reissue, re-examination or opposition proceeding.





(b) All
      of the licenses and sublicenses and consent, royalty or other agreements
      concerning Intellectual Property which are necessary for the conduct of the
      Company’s business as currently conducted or as currently proposed to be
      conducted to which the Company or any subsidiary is a party or by which any
      of
      their assets are bound (other than  generally commercially available,
      non-custom, off-the-shelf software application programs having a retail
      acquisition price of less than $10,000 per license) (collectively, “License
      Agreements”) are valid and binding obligations of the Company  and, to
      the Company’s Knowledge, the other parties thereto, enforceable in accordance
      with their terms, except to the extent that enforcement thereof may be limited
      by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
      or
      other similar laws affecting the enforcement of creditors’ rights generally, and
      there exists no event or condition which will result in a material violation
      or
      breach of or constitute (with or without due notice or lapse of time or both)
      a
      default by the Company under any such License Agreement.





(c) The
      Company own or have the valid right to use all of the Intellectual Property
      that
      is necessary for the conduct of the Company’s and each of its subsidiaries’
respective businesses as currently conducted or as currently proposed to be
      conducted and for the ownership, maintenance and operation of the Company’s and
      its subsidiaries’ properties and assets, free and clear of all liens,
      encumbrances, adverse claims or obligations to license all such owned
      Intellectual Property and Confidential Information, other than licenses entered
      into in the ordinary course of the Company’s and its subsidiaries’
businesses.  The Company has a valid and enforceable right to use all
      third party Intellectual Property and Confidential Information used or held
      for
      use in the respective businesses of the Company and its
      subsidiaries.





(d) To
      the Company’s Knowledge, the conduct of the Company’s business as currently
      conducted does not infringe or otherwise impair or conflict with (collectively,
      “Infringe”) any Intellectual Property rights of any third party or any
      confidentiality obligation owed to a third party, and, to the Company’s
      Knowledge, the Intellectual Property and Confidential Information of the Company
      and its Subsidiaries which are necessary for the conduct of Company’s business
      as currently conducted or as currently proposed to be conducted are not being
      Infringed by any third party.  There is no litigation or order pending
      or outstanding or, to the Company’s Knowledge, threatened or imminent, that
      seeks to limit or challenge or that concerns the ownership, use, validity or
      enforceability of any Intellectual Property or Confidential Information of
      the
      Company and its subsidiaries and the Company’s use of any Intellectual Property
      or Confidential Information owned by a third party, and, to the Company’s
      Knowledge, there is no valid basis for the same.








(e) The
      consummation of the transactions contemplated hereby and by the other
      Transaction Documents will not result in the alteration, loss, impairment of
      or
      restriction on the Company’s or any of its subsidiaries’ ownership or right to
      use any of the Intellectual Property or Confidential Information which is
      necessary for the conduct of Company’s and each of its subsidiaries’ respective
      businesses as currently conducted or as currently proposed to be
      conducted.





(f) The
      Company has taken reasonable steps to protect the Company’s rights in its
      Intellectual Property and Confidential Information.  Each employee,
      consultant and contractor who has had access to Confidential Information which
      is necessary for the conduct of Company’s and each of its subsidiaries’
respective businesses as currently conducted or as currently proposed to be
      conducted has executed an agreement to maintain the confidentiality of such
      Confidential Information and has executed appropriate agreements that are
      substantially consistent with the Company’s standard forms thereof, except where
      the failure to do so has not had and could not reasonably be expected to have
      a
      Material Adverse Effect, individually or in the aggregate.  Except
      under confidentiality obligations, there has been no material disclosure of
      any
      Confidential Information to any third party.





3.13 Environmental
      Matters.  To the Company’s Knowledge, neither the Company nor any
      subsidiary (if any) (i) is in violation of any statute, rule, regulation,
      decision or order of any governmental agency or body or any court, domestic
      or
      foreign, relating to the use, disposal or release of hazardous or toxic
      substances or relating to the protection or restoration of the environment
      or
      human exposure to hazardous or toxic substances (collectively, “Environmental
      Laws”), (ii) owns or operates any real property contaminated with any substance
      that is subject to any Environmental Laws, (iii) is liable for any off-site
      disposal or contamination pursuant to any Environmental Laws, or (iv) is subject
      to any claim relating to any Environmental Laws, which violation, contamination,
      liability or claim has had or could reasonably be expected to have a Material
      Adverse Effect, individually or in the aggregate; and there is no pending or,
      to
      the Company’s Knowledge, threatened investigation that might lead to such a
      claim.





3.14 Litigation.  Except
      as described in the SEC Reports, there are no pending material actions, suits
      or
      proceedings against or affecting the Company, its subsidiaries or any of its
      or
      their properties; and to the Company’s Knowledge, no such actions, suits or
      proceedings are threatened or contemplated.





3.15 No
      Directed Selling Efforts or General Solicitation.  Neither the
      Company nor any Person (excluding the Placement Agent) acting on its behalf
      has
      conducted any general solicitation or general advertising (as those terms are
      used in Regulation D) in connection with the offer or sale of any of the
      Securities.








3.16
No
      Integrated Offering.  Neither the Company nor any of its
      Affiliates, nor any Person acting on its or their behalf has, directly or
      indirectly, made any offers or sales of any Company security or solicited any
      offers to buy any security, under circumstances that would adversely affect
      reliance by the Company on Section 4(2) for the exemption from registration
      for
      the transactions contemplated hereby or would require registration of the
      Securities under the Securities Act.  For purposes of this Agreement,
“Affiliate” means, with respect to any Person, any other Person which directly
      or indirectly through one or more intermediaries Controls, is controlled by,
      or
      is under common control with, such Person.





3.17
      Questionable Payments.**Neither the Company nor any of its
      subsidiaries nor, to the Company’s Knowledge, any of their respective current or
      former stockholders, directors, officers, employees, agents or other Persons
      acting on behalf of the Company or any subsidiary, has on behalf of the Company
      or any subsidiary or in connection with their respective businesses: (a) used
      any corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses relating to political activity; (b) made any direct or
      indirect unlawful payments to any governmental officials or employees from
      corporate funds; (c) established or maintained any unlawful or unrecorded fund
      of corporate monies or other assets; (d) made any false or fictitious entries
      on
      the books and records of the Company or any subsidiary; or (e) made any unlawful
      bribe, rebate, payoff, influence payment, kickback or other unlawful payment
      of
      any nature.





3.18 Transactions
      with Affiliates.  Except as disclosed in the SEC Reports none of
      the officers or directors of the Company and, to the Company’s Knowledge, none
      of the employees of the Company is presently a party to any transaction with
      the
      Company or any subsidiary (other than as holders of stock options and/or
      warrants, and for services as employees, officers and directors), including
      any
      contract, agreement or other arrangement providing for the furnishing of
      services to or by, providing for rental of real or personal property to or
      from,
      or otherwise requiring payments to or from any officer, director or such
      employee or, to the Company’s Knowledge, any entity in which any officer,
      director, or any such employee has a substantial interest or is an officer,
      director, trustee or partner.





3.19
      Internal Controls.  Except as set forth in the SEC Reports, the
      Company is in material compliance with the provisions of the Sarbanes-Oxley
      Act
      of 2002 currently applicable to the Company.  The Company and the
      subsidiaries maintain a system of internal accounting controls sufficient to
      provide reasonable assurance that (i) transactions are executed in accordance
      with management's general or specific authorizations, (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with GAAP and to maintain asset accountability, (iii) access to
      assets is permitted only in accordance with management's general or specific
      authorization, and (iv) the recorded accountability for assets is compared
      with
      the existing assets at reasonable intervals and appropriate action is taken
      with
      respect to any differences. The Company has established disclosure controls
      and
      procedures (as defined in 1934 Act Rules 13a-14 and 15d-14) for the Company
      and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company, including the subsidiaries, is made known
      to the certifying officers by others within those entities, particularly during
      the period in which the Company’s most recently filed period report under the
      1934 Act, as the case may be, is being prepared.  The Company's
      certifying officers have evaluated the effectiveness of the Company's controls
      and procedures as of the end of the period covered by the most recently filed
      periodic report under the 1934 Act (such date, the "Evaluation
      Date").  The Company presented in its most recently filed periodic
      report under the 1934 Act the conclusions of the certifying officers about
      the
      effectiveness of the disclosure controls and procedures based on their
      evaluations as of the Evaluation Date.  Since the Evaluation Date,
      there have been no significant changes in the Company's internal controls (as
      such term is defined in Item 308 of Regulation S-B) or, to the Company's
      Knowledge, in other factors that could significantly affect the Company's
      internal controls.  The Company maintains and will continue to
      maintain a standard system of accounting established and administered in
      accordance with GAAP and the applicable requirements of the 1934
      Act.





3.20 Disclosures.  Neither
      the Company, the Placement Agent, nor any Person acting on any of their behalf
      has provided the Purchasers or their agents or counsel with any information
      that
      constitutes or might constitute material, non-public information.  The
      written materials delivered to the Purchasers in connection with the
      transactions contemplated by the Transaction Documents do not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements contained therein, in light of the circumstances under
      which they were made, not misleading.




4. REPRESENTATIONS
      AND WARRANTIES OF EACH PURCHASER.




Each
      Purchaser hereby represents, warrants and covenants with the Company as
      follows:




4.1 Legal
      Power.  Each Purchaser has the requisite individual, corporate,
      partnership, limited liability company, trust, or fiduciary power, as
      appropriate, and is authorized, if such Purchaser is a corporation, partnership,
      limited liability company, or trust, to enter into this Agreement, to purchase
      the Shares hereunder, and to carry out and perform its obligations under the
      terms of this Agreement or any other Transaction Documents to which it is a
      party.




4.2 Due
      Execution.  This Agreement and the questionnaire and Purchase
      Signature Page hereto, have been duly authorized, if such Purchaser is a
      corporation, partnership, limited liability company, trust or fiduciary,
      executed and delivered by such Purchaser, and, upon due execution and delivery
      by the Company, this Agreement will be a valid and binding agreement of such
      Purchaser.




4.3 Access
      to Information.  Each Purchaser represents that such Purchaser has
      been given full and complete access to the Company for the purpose of obtaining
      such information as such Purchaser or its qualified representative has
      reasonably requested in connection with the decision to purchase the
      Shares.  Each Purchaser represents that such Purchaser has received
      and reviewed copies of the SEC Reports.  Each Purchaser represents
      that such Purchaser has been afforded the opportunity to ask questions of the
      officers of the Company regarding its business prospects and the Shares, all
      as
      such Purchaser or such Purchaser’s qualified representative have found necessary
      to make an informed investment decision to purchase the Shares.







4.4 Restricted
      Securities.





4.4.1
      Each
      Purchaser has been advised that none of the Securities have been registered
      under the Securities Act or any other applicable securities laws and that Shares
      are being offered and sold pursuant to Section 4(2) of the Securities Act and/or
      Rule 506 of Regulation D thereunder, and that the Company’s reliance upon
      Section 4(2) and/or Rule 506 of Regulation D is predicated in part on such
      Purchaser representations as contained herein.  Each Purchaser
      acknowledges that the Securities will be issued as “restricted securities” as
      defined by Rule 144 promulgated pursuant to the Securities Act.  None
      of the Securities may be resold in the absence of an effective registration
      thereof under the Securities Act and applicable state securities laws unless,
      in
      the opinion of counsel reasonably satisfactory to the Company, an applicable
      exemption from registration is available.




4.4.2 Each
      Purchaser represents that such Purchaser is acquiring the Shares for such
      Purchaser’s own account, and not as nominee or agent, for investment purposes
      only and not with a view to, or for sale in connection with, a distribution,
      as
      that term is used in Section 2(11) of the Securities Act, in a manner which
      would require registration under the Securities Act or any state securities
      laws.




4.4.3 Each
      Purchaser understands and acknowledges that the certificates representing the
      Shares, when issued, will bear the following legend:





“THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO
      INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR
      OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
      INVOLVING SAID SECURITIES, (ii) NATALMA INDUSTRIES INCORPORATED (“COMPANY”)
      RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES
      REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT
      FROM REGISTRATION, OR (iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH
      TRANSACTION IS EXEMPT FROM REGISTRATION..”





4.4.4
      Each
      Purchaser acknowledges that an investment in the Shares is not liquid and is
      transferable only under limited conditions.  Each Purchaser
      acknowledges that such securities must be held indefinitely unless they are
      subsequently registered under the Securities Act or an exemption from such
      registration is available.  Each Purchaser is aware of the provisions
      of Rule 144 promulgated under the Securities Act, which permits limited resale
      of restricted securities subject to the satisfaction of certain conditions
      and
      that such Rule is not now available and, in the future, may not become available
      for resale of any of the Securities.  Each Purchaser is an “accredited
      investor” as defined under Rule 501 under the Securities Act.








4.4.5
      The
      representations made by each Purchaser on the Purchaser Signature Page are
      true
      and correct.





4.5 Purchaser
      Sophistication and Ability to Bear Risk of Loss.  Each Purchaser
      acknowledges that it is able to protect its interests in connection with the
      acquisition of theShares and can bear the economic risk of investment in such
      securities without producing a material adverse change in such Purchaser’s
      financial condition.  Each Purchaser, either alone or with such
      Purchaser’s representative(s), otherwise has such knowledge and experience in
      financial or business matters that such Purchaser is capable of evaluating
      the
      merits and risks of the investment in the Shares.




4.7 Purchases
      by Groups.  Each Purchaser represents, warrants and covenants that
      it is not acquiring the Shares as part of a group within the meaning of Section
      13(d)(3) of the Securities Exchange Act of 1934, as amended.




5. AGREEMENT
      TO RELEASE FROM ESCROW.




5.1 Release
      of Funds from Escrow upon Execution and Closing. The Purchasers and the
      Company hereby acknowledge that all funds shall be in the Escrow Account prior
      to Closing.  In connection therewith, the Company and Purchasers each
      authorize and instruct the Escrow Agent to disburse funds from Escrow upon
      satisfaction of the closing conditions herein, substantially in accordance
      with
      the terms hereof, as more fully specified by written instruction of the
      Placement Agent and the Company. No consent of Purchasers shall be necessary
      whatsoever in connection with such release and disbursement at Closing, and
      the
      Purchasers and Company jointly and severally indemnify the Escrow Agent and
      Placement Agent for any and all acts taken in good faith to implement the
      foregoing.




6. COVENANTS
      OF THE COMPANY.




6.1
Use
      of Proceeds.  The Company intends to employ the proceeds from the
      purchase and sale of the Shares for general working capital purposes only and
      not for the repayment of any existing debt.  The proceeds from the
      purchase and sale of the Shares may not and will not be used for accrued and
      unpaid officer and director salaries, payment of financing related debt,
      redemption of outstanding notes or equity instruments of the Company, litigation
      related expenses or settlements, Placement Agent fees, nor non-trade obligations
      outstanding on a Closing Date.  Pending the Company’s use of the
      proceeds from the purchase and sale of the Shares, the Company intends to invest
      the funds in government securities and insured, short–term, interest–bearing
      investments of varying maturities.


7. CONDITIONS




7.1
      Conditions Precedent to the Obligation of the Company to Close and to Sell
      the Shares.  The obligation hereunder of the Company to close and
      issue and sell the Shares to the Purchasers at a Closing is subject to the
      satisfaction or waiver, at or before such Closing of the conditions set forth
      below.  These conditions are for the Company’s sole benefit and may be
      waived by the Company at any time in its sole discretion.








7.1.1 Accuracy
      of the Purchasers’ Representations and Warranties.  The
      representations and warranties of each Purchaser shall be true and correct
      in
      all material respects as of the date when made and as of such Closing as though
      made at that time, except for representations and warranties that are expressly
      made as of a particular date, which shall be true and correct in all material
      respects as of such date.





7.1.2 Performance
      by the Purchasers.  Each Purchaser shall have performed,
      satisfied, and complied in all material respects with all covenants, agreements
      and conditions required by this Agreement to be performed, satisfied or complied
      with by the Purchasers at or prior to such Closing.





7.1.3
      No Injunction.  No statute, rule, regulation, executive order,
      decree, ruling or injunction shall have been enacted, entered, promulgated
      or
      endorsed by any court or governmental authority of competent jurisdiction which
      prohibits the consummation of any of the transactions contemplated by this
      Agreement.





7.1.4 Delivery
      of Purchase Price.  The Purchase Price for the Shares shall be
      available in cleared funds in Escrow and authorized by the Company and Placement
      Agent, in their sole and absolute discretion, for distribution on such Closing
      in accordance with the terms hereof.





7.1.5 Delivery
      of Transaction Documents.  The Transaction Documents shall have
      been duly executed and delivered by the Purchasers to the Company.





7.2 Conditions
      Precedent to the Obligation of the Purchasers to Close and to Purchase the
      Shares.  The obligation hereunder of the Purchasers to purchase
      the Shares and consummate the transactions contemplated by this Agreement is
      subject to the satisfaction or waiver, at or before such Closing, of each of
      the
      conditions set forth below.  These conditions are for the Purchasers’
sole benefit and may be waived by the Purchasers at any time in their sole
      discretion.





7.2.1 Accuracy
      of the Company’s Representations and Warranties.  Each of the
      representations and warranties of the Company in this Agreement and the other
      Transaction Documents shall be true and correct in all material respects as
      of
      such Closing, except for representations and warranties that speak as of a
      particular date, which shall be true and correct in all material respects as
      of
      such date.





7.2.2 Performance
      by the Company.  The Company shall have performed, satisfied and
      complied in all material respects with all covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to such Closing.








7.2.3 No
      Suspension, Etc.  Trading in the Common Stock of the Company shall
      not have been suspended by the SEC or the OTC Bulletin Board (except for any
      suspension of trading of limited duration agreed to by the Company, which
      suspension shall be terminated prior to the Closing), and, at any time prior
      to
      such Closing, trading in securities generally as reported by Bloomberg Financial
      Markets (“Bloomberg”) shall not have been suspended or limited, or minimum
      prices shall not have been established on securities whose trades are reported
      by Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium
      have been declared either by the United States or New York State
      authorities.





7.2.4 No
      Injunction.  No statute, rule, regulation, executive order,
      decree, ruling or injunction shall have been enacted, entered, promulgated
      or
      endorsed by any court or governmental authority of competent jurisdiction which
      prohibits the consummation of any of the transactions contemplated by this
      Agreement.





7.2.5
      No Proceedings or Litigation.  No action, suit or proceeding
      before any arbitrator or any governmental authority shall have been commenced,
      and no investigation by any governmental authority shall have been initiated,
      against the Company or any subsidiary, or any of the officers, directors or
      affiliates of the Company or any subsidiary seeking to restrain, prevent or
      change the transactions contemplated by this Agreement, or seeking damages
      in
      connection with such transactions.





7.2.6 Shares.  At
      the Closing, the Company shall have delivered to the Purchasers the Shares
      or an
      appropriately endorsed instruction to transfer agent for issuance of all Shares
      along with all appropriate board resolutions or other necessary documentation
      in
      order to issue the Shares in such denominations as each Purchaser may
      request.





7.2.7
      Secretary’s Certificate.  The Company shall have delivered to
      the Purchasers a secretary’s certificate, dated as of the Closing Date, as to
      (i) the resolutions adopted by the Board of Directors approving the transactions
      contemplated hereby, (ii) the Company’s Restated Certificate of Incorporation,
      (iii) the Bylaws, each as in effect at such Closing, and (iv) the authority
      and
      incumbency of the officers of the Company executing the Transaction Documents
      and any other documents required to be executed or delivered in connection
      therewith.





7.2.8 Officer’s
      Certificate. On the Closing Date, the Company shall have delivered to the
      Purchasers a certificate signed by an executive officer on behalf of the
      Company, dated as of such Closing Date, confirming the accuracy of the Company’s
      representations, warranties, and covenants as of such Closing Date and
      confirming the compliance by the Company with the conditions precedent set
      forth
      in paragraphs (7.2.2)-(7.2.5) and (7.2.9) of this Section 7.2 as of such Closing
      (provided that, with respect to the matters in paragraphs (7.2.4) and (7.2.5)
      of
      this Section 7.2, such confirmation shall be based on the knowledge of the
      executive officer after due inquiry).





7.2.9
      Material Adverse Effect.  No Material Adverse Effect shall have
      occurred at or before such Closing Date.







8. PLACEMENT
      AGENT/LEGAL FEES.




8.1
      Placement Agent’s Commission.   The Company acknowledges
      that it has retained WestPark Capital, Inc. to act as its placement agent (the
      “Placement Agent”). The Company agrees that it will pay the Placement Agent, at
      each Closing, the amount of 9% of the amount raised or an aggregate of $48,250
      (of which, the parties acknowledge $47,250 has been paid previously at the
      first
      Closing with an additional $1,000 to be paid at the Final Closing Date) in
      cash
      and 46,064 (of which 45,000 shares of Common Stock were issued at the previous
      Closing with an additional 2,064 to be issued at the Final Closing Date) which
      shall be granted registration rights under the Registration Rights Agreement,
      plus any travel expenses and due diligence costs, any other fees (including
      cash
      compensation, issuance of securities and reimbursement of expenses and the
      like)
      that it has agreed to pay pursuant the agreements between the Company and the
      Placement Agent.




8.2 Legal
      Fees.   The Company shall pay all legal fees of the Placement
      Agent in connection with this Agreement, which fees are currently estimated
      at
      $7,000 (of which $6,000 has been paid previously) plus blue sky and filing
      fees,
      in addition to $500 of fees to the Escrow Agent, and all actual out pocket
      costs
      and damages, if any, in connection with the escrow account.




9. MISCELLANEOUS.




9.1 Indemnification.  Each
      Purchaser agrees to defend, indemnify and hold the Company harmless against
      any
      liability, costs or expenses arising as a result of any dissemination of any
      of
      the Shares by such Purchaser in violation of the Securities Act or applicable
      state securities law.





9.2 Governing
      Law.  The validity and interpretation of this Agreement shall be
      governed by, and construed and enforced in accordance with, the laws of the
      State of New York.  Each of the parties hereto and their assigns
      hereby consents to the exclusive jurisdiction and venue of the Courts of the
      State of New York, located in the City and County of New York and the United
      States District Court, Southern District, for the State of New York with respect
      to any matter relating to this Agreement and performance of the parties’
obligations hereunder, the documents and instruments executed and delivered
      concurrently herewith or pursuant hereto and performance of the parties’
obligations thereunder and each of the parties hereto hereby consents to the
      personal jurisdiction of such courts and shall subject itself to such personal
      jurisdiction.  Any action, suit or proceeding relating to such matters
      shall be commenced, pursued, defended and resolved only in such courts and
      any
      appropriate appellate court having jurisdiction to hear an appeal from any
      judgment entered in such courts.  The parties irrevocably waive the
      defense of an inconvenient forum to the maintenance of such suit or
      proceeding.  Service of process in any action, suit or proceeding
      relating to such matters may be made and served within or outside the State
      of
      New York by registered or certified mail to the parties and their
      representatives at their respective addresses specified in Section 18 hereof,
      provided that a reasonable time, not less than thirty (30) days, is allowed
      for
      response.  Service of process may also be made in such other manner as
      may be permissible under the applicable court rules.  THE PARTIES
      HERETO WAIVE TRIAL BY JURY.








9.3 Successors
      and Assigns.  Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors, and administrators of the parties
      hereto.





9.4 Entire
      Agreement.  This Agreement and the Exhibits hereto and thereto,
      and the other documents delivered pursuant hereto and thereto, constitute the
      full and entire understanding and agreement among the parties with regard to
      the
      subjects hereof and no partyshall be liable or bound to any other party in
      any
      manner by any representations, warranties, covenants, or agreements except
      as
      specifically set forth herein or therein.  Nothing in this Agreement,
      express or implied, is intended to confer upon any party, other than the parties
      hereto and their respective successors and assigns, any rights, remedies,
      obligations, or liabilities under or by reason of this Agreement, except as
      expressly provided herein.





9.5 Severability.  In
      case any provision of this Agreement shall be invalid, illegal, or
      unenforceable, it shall to the extent practicable, be modified so as to make
      it
      valid, legal and enforceable and to retain as nearly as practicable the intent
      of the parties, and the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.





9.6
      Amendment and Waiver.  Except as otherwise provided herein, any
      term of this Agreement may be amended, and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance, either
      retroactively or prospectively, and either for a specified period of time or
      indefinitely), with the written consent of the Company and the Purchasers,
      or,
      to the extent such amendment affects only one Purchaser, by the Company and
      such
      Purchaser.  Any amendment or waiver effected in accordance with this
      Section shall be binding upon each future holder of any security purchased
      under
      this Agreement (including securities into which such securities have been
      converted) and the Company.





9.7 Notices.  All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be effective when delivered personally, or sent by telex
      or
      telecopier (with receipt confirmed), provided that a copy is mailed by
      registered mail, return receipt requested, or when received by the addressee,
      if
      sent by Express Mail, Federal Express or other express delivery service (receipt
      requested) in each case to the appropriate address set forth below:










If
                    to the Company:
                Tally
                    Ho Ventures, Inc.
                  115
                    Route d’Arlon
                  L-8311
                    Capellen, Luxembourg
                  Attn:  Nigel
                    Gregg
                  Telephone: (011)
                    352 2630 1540
                  Facsimile: (011)
                    352 2630 1545With
                    a copy to:
                Cozen
                    O'Connor
                  1900
                      Market Street
                    Philadelphia,
                      Pennsylvania 19103
                    Attn:
                      F. Alec Orudjev
                    Telephone:
                      (215) 665-5542
                    Facsimile: (215)
                      701-2478If
                    to the Purchaser:
                At
                    the address set forth on the Purchaser’s Signature PageWith
                    a copy to:
                WestPark
                    Capital, Inc.
                  One
                      Penn Plaza, Suite 2411
                    New
                        York, New York 10119
                      Attention:
                          Mark I Lev, Managing Director
                        Telephone:
                            (212)
                            714-0400
                          Facsimile:
                              (212)
                              714-1835




9.8 Faxes
      and Counterparts.  This Agreement may be executed in one or more
      counterparts.  Delivery of an executed counterpart of the Agreement or
      any exhibit attached hereto by facsimile transmission shall be equally as
      effective as delivery of an executed hard copy of the same.  Any party
      delivering an executed counterpart of this Agreement or any exhibit attached
      hereto by facsimile transmission shall also deliver an executed hard copy of
      the
      same, but the failure by such party to deliver such executed hard copy shall
      not
      affect the validity, enforceability or binding nature effect of this Agreement
      or such exhibit.





9.9 Consent
      of Purchasers.  As used in the Agreement, “consent of the
      Purchasers” or similar language means the consent of holders of not less than
      50% of the total of the outstanding Shares owned by Purchasers on the date
      consent is requested.





9.10 Titles
      and Subtitles.  The titles of the paragraphs and subparagraphs of
      this Agreement are for convenience of reference only and are not to be
      considered in construing this Agreement.




9.11
      Further Assurances.  At any time and from time to time after
      the Closing, upon reasonable request of the other, each party shall do, execute,
      acknowledge and deliver such further acts, assignments, transfers, conveyances
      and assurances as may be reasonably required for the more complete consummation
      of the transactions contemplated herein.


IN
        WITNESS
        WHEREOF, the parties have executed this Agreement as of the date set forth
        on
        the Purchase Signature Page hereto.
 PURCHASERS
                    
                    Signed
                        
                        COMPANY
                      TALLY
                                  HO VENTURES, INC.
                          
                          By:Nigel
                              Gregg, Chief Executive
                              Officer





SCHEDULE
      A




LIST
      OF
      INVESTORS




Name
              
              
              Dollar
                  Amount Invested
              
              No.
                  of SharesPhoenix
                  Capital Worldwide II, LP
                One
                  Penn Plaza, Suite 2411
                New
                  York 10119
              
              $
              25,000
              
              23,000