Exhibit
        10.04






REGISTRATION
      RIGHTS AGREEMENT





REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2007, by and among
      Tally Ho Ventures, Inc. a Delaware corporation, with an address at 115Route
      d’Arlon, Capellen L8311, Luxembourg (the “Company”), and each of the parties
      listed on Schedule A hereto (together with its respective affiliates and
      any assignee or transferee of all of its respective rights hereunder, the
“Investor”). (The Company and the Investor may sometimes be referred to herein
      individually as a “party” and collectively as the “parties.”)





WHEREAS:





A.
      In
      connection with the Share Purchase Agreement by and among the parties hereto
      of
      even date herewith (the “Purchase Agreement”), the Company has agreed, upon the
      terms and subject to the conditions contained therein, to issue and sell to
      the
      Investors such number of shares of the Company’s common stock (the “Common
      Stock”) as is set forth opposite such Investor’s name on Schedule A hereto (the
“Shares”).





B. The
      Placement Agent or its affiliates have also been issued securities and are
      listed as Investors as set forth on Schedule A which securities are also
      subject to this Agreement.





C. To
      induce the Investors to execute and deliver the Purchase Agreement, the Company
      has agreed to provide certain registration rights under the Securities Act
      of
      1933, as amended, and the rules and regulations thereunder, or any similar
      successor statute (collectively, the “1933 Act”), and applicable state
      securities laws;





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Investor hereby agree as
      follows:





1. DEFINITIONS.





a. As
      used in this Agreement, the following terms shall have the following
      meanings:





(i)
      “Investor” means the persons listed on Schedule A hereto and executing a
      signature page hereof, for so long as such persons are holders of Registrable
      Securities and any transferee or assignee who agrees to become bound by the
      provisions of this Agreement in accordance with Section 9 hereof.





(ii) “register,”
      “registered,” and “registration” refer to a registration effected by preparing
      and filing a Registration Statement or Statements in compliance with the 1933
      Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing
      for offering securities on a continuous basis (“Rule 415”), and the declaration
      or ordering of effectiveness of such Registration Statement by the United States
      Securities and Exchange Commission (the “SEC”).








(iii) “Registrable
      Securities” means the (i) Shares, (ii) any Common Stock issued to the Placement
      Agent or its affiliates in connection with the offering contemplated by the
      Purchase Agreement or otherwise issued in connection with any other related
      consulting or investment banking services provided by the Placement Agent or
      its
      affiliates, and (iii) any shares of capital stock issued or issuable as a
      dividend on or in exchange for or otherwise with respect to any of the
      foregoing.





(iv) “Registration
      Statement” means a registration statement of the Company under the 1933
      Act.





b. Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Unit Purchase Agreement.





2. REGISTRATION.





a. Mandatory
      Registration.  The Company shall prepare as soon as possible but
      in no event later than one hundred eighty (180) days after the Closing as
      defined in the Purchase Agreement (said filing date being referred to herein
      as
      the “Filing Date”), file with the SEC a Registration Statement on Form SB-2 (or,
      if Form SB-2 is not then available, on such form of Registration Statement
      as is
      then available to effect a registration of the Registrable Securities, subject
      to the consent of the Investor, which consent will not be unreasonably withheld)
      covering the resale of the Registrable Securities or issuable pursuant to the
      Purchase Agreement, which Registration Statement, to the extent allowable under
      the 1933 Act and the rules and regulations promulgated thereunder (including
      Rule 416),  shall state that such Registration Statement also covers
      such indeterminate number of additional shares of Common Stock as equals the
      Bonus Shares.  The number of shares of Common Stock initially included
      in such Registration Statement shall be no less all the Registrable Securities
      plus the Bonus Shares.





b. Underwritten
      Offering.  If any offering pursuant to a Registration Statement
      pursuant to Section 2(a) hereof involves an underwritten offering, the Investors
      who holds a majority-in-interest of the Registrable Securities subject to such
      underwritten offering shall have the right to select one legal counsel and
      an
      investment banker or bankers and manager or managers to administer the offering,
      which investment banker or bankers or manager or managers shall be reasonably
      satisfactory to the Company.





c. Liquidated
      Damages, Adverse Statements to Purchase Price and Conversion
      Price.  The Company shall use its best efforts to obtain
      effectiveness of the Registration Statement as soon as
      practicable.  If (i) the Registration Statement(s) covering all of the
      Registrable Securities required to be filed by the Company pursuant to Section
      2(a) hereof is not filed by the Filing Date or declared effective by the SEC
      on
      or prior to the ten month anniversary (the “Registration Deadline”) of the
      Closing, as defined in the Purchase Agreement (or if such Registration Statement
      is withdrawn or the number of Registrable Securities is related), or (ii) after
      the Registration Statement has been declared effective by the SEC, sales of
      all
      of the Registrable Securities cannot be made pursuant to the Registration
      Statement, or (iii) the Common Stock is not listed or included for quotation
      on
      the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq
      SmallCap”), the New York Stock Exchange (the “NYSE”) or the American Stock
      Exchange (the “AMEX”) after being so listed or included for quotation, or (iv)
      the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board
      (the
“OTCBB”) prior to being listed or included for quotation on one of the
      aforementioned markets, then  each Investor shall receive a one time
      bonus of such number of additional shares of Common Stock as equals 10% of
      the
      number of Registrable Securities held by such Investor. Such Bonus Shares shall
      also be deemed Registrable Securities and this Agreement shall remain in full
      force and effect.





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d. Piggy-Back
      Registrations.  Subject to the last sentence of this Section 2(d),
      if at any time prior to the expiration of the Registration Period (as
      hereinafter defined) the Company shall determine to file with the SEC a
      Registration Statement relating to an offering for its own account or the
      account of others under the 1933 Act of any of its equity securities (other
      than
      on Form S-4 or Form S-8 or their then equivalents relating to equity securities
      to be issued solely in connection with any acquisition of any entity or business
      or equity securities issuable in connection with stock option or other employee
      benefit plans), the Company shall send to each Investor who is entitled to
      registration rights under this Section 2(d) written notice of such determination
      and, if within fifteen (15) days after the effective date of such notice, such
      Investor shall so request in writing, the Company shall include in such
      Registration Statement all or any part of the Registrable Securities such
      Investor requests to be registered, except that if, in connection with any
      underwritten public offering for the account of the Company the managing
      underwriter(s) thereof shall impose a limitation on the number of shares of
      Common Stock which may be included in the Registration Statement because, in
      such underwriter(s)’ judgment, marketing or other factors dictate such
      limitation is necessary to facilitate public distribution, then the Company
      shall be obligated to include in such Registration Statement only such limited
      portion of the Registrable Securities with respect to which such Investor has
      requested inclusion hereunder as the underwriter shall permit. Any exclusion
      of
      Registrable Securities shall be made pro rata among the Investor seeking to
      include Registrable Securities in proportion to the number of Registrable
      Securities sought to be included by such Investor; provided,
however, that the Company shall not exclude any Registrable Securities
      unless the Company has first excluded all outstanding securities, the Investors
      of which are not entitled to inclusion of such securities in such Registration
      Statement or are not entitled to pro rata inclusion with the Registrable
      Securities; and provided, further, however, that, after
      giving effect to the immediately preceding proviso, any exclusion of Registrable
      Securities shall be made pro rata with Investors of other securities having
      the
      right to include such securities in the Registration Statement other than
      Investors of securities entitled to inclusion of their securities in such
      Registration Statement by reason of demand registration rights.  No
      right to registration of Registrable Securities under this Section 2(d) shall
      be
      construed to limit any registration required under Section 2(a)
      hereof.  If an offering in connection with which an Investor is
      entitled to registration under this Section 2(d) is an underwritten offering,
      then each Investor whose Registrable Securities are included in such
      Registration Statement shall, unless otherwise agreed by the Company, offer
      and
      sell such Registrable Securities in an underwritten offering using the same
      underwriter or underwriters and, subject to the provisions of this Agreement,
      on
      the same terms and conditions as other shares of Common Stock included in such
      underwritten offering.  Notwithstanding anything to the contrary set
      forth herein, the registration rights of the Investor pursuant to this Section
      2(d) shall only be available in the event the Company fails to timely file,
      obtain effectiveness or maintain effectiveness of any Registration Statement
      to
      be filed pursuant to Section 2(a) in accordance with the terms of this
      Agreement.





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3. OBLIGATIONS
      OF THE COMPANY.  In connection with the registration of the
      Registrable Securities, the Company shall have the following
      obligations:





a. The
      Company shall prepare promptly, and file with the SEC not later than the Filing
      Date, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a), and thereafter use its best efforts to
      cause such Registration Statement relating to Registrable Securities to become
      effective as soon as possible after such filing and keep the Registration
      Statement effective pursuant to Rule 415 at all times until such date as is
      the
      earlier of (i) the date on which all of the Registrable Securities have been
      sold and (ii) the date on which the Registrable Securities (in the opinion
      of
      counsel to the Investor) may be immediately sold to the public without
      registration or restriction (including without limitation as to volume by each
      Investor thereof) under the 1933 Act (the “Registration Period”), which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein,
      or
      necessary to make the statements therein not misleading.





b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statements and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company until such time as all of such Registrable Securities have been disposed
      of in accordance with the intended methods of disposition by the seller or
      sellers thereof as set forth in the Registration Statements.  In the
      event the number of shares available under a Registration Statement filed
      pursuant to this Agreement is or becomes insufficient to cover all of the
      Registrable Securities as may be amended from time to time, the Company shall
      amend the Registration Statement, or file a new Registration Statement (on
      the
      short form available therefore, if applicable), or both, so as to cover all
      of
      the Registrable Securities, in each case, as soon as practicable, but in any
      event within twenty (20) business days after the necessity therefor arises
      (based on the market price of the Common Stock and other relevant factors on
      which the Company reasonably elects to rely).  The Company shall use
      its best efforts to cause such amendment and/or new Registration Statement
      to
      become effective as soon as practicable following the filing thereof, but in
      any
      event within sixty (60) days after the date on which the Company reasonably
      first determines (or reasonably should have determined) the need
      therefor.  The provisions of Section 2(c) above shall be applicable
      with respect to such obligation.





c. The
      Company shall furnish to each Investor whose Registrable Securities are included
      in a Registration Statement and its legal counsel (i) promptly (but in no event
      more than two (2) business days) after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company, one copy of each
      Registration Statement and any amendment thereto, each preliminary prospectus
      and prospectus and each amendment or supplement thereto, and, in the case of
      the
      Registration Statement referred to in Section 2(a), each letter written by
      or on
      behalf of the Company to the SEC or the staff of the SEC, and each item of
      correspondence from the SEC or the staff of the SEC, in each case relating
      to
      such Registration Statement (other than any portion of any thereof which
      contains information for which the Company has sought confidential treatment),
      and (ii) such number of copies of a prospectus, including a preliminary
      prospectus, and all amendments and supplements thereto and such other documents
      as such Investor may reasonably request in order to facilitate the disposition
      of the Registrable Securities owned by such Investor.  The Company
      will immediately notify each Investor by facsimile of the effectiveness of
      each
      Registration Statement or any post-effective amendment.  The Company
      will promptly respond to any and all comments received from the SEC (which
      comments shall promptly be made available to the Investor upon request), with
      a
      view towards causing each Registration Statement or any amendment thereto to
      be
      declared effective by the SEC as soon as practicable, shall promptly file an
      acceleration request as soon as practicable (but in no event more than two
      (2)
      business days) following the resolution or clearance of all SEC comments or,
      if
      applicable, following notification by the SEC that any such Registration
      Statement or any amendment thereto will not be subject to review and shall
      promptly file with the SEC a final prospectus as soon as practicable (but in
      no
      event more than two (2) business days) following receipt by the Company from
      the
      SEC of an order declaring the Registration Statement effective.  In
      the event of a breach by the Company of the provisions of this Section 3(c),
      the
      Company will be required to make payments pursuant to Section 2(c)
      hereof.





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d. The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by the Registration Statements under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as the Investors who
      hold a majority in interest of the Registrable Securities being offered
      reasonably request, (ii) prepare and file in those jurisdictions such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in
      connection therewith or as a condition thereto to (a) qualify to do business
      in
      any jurisdiction where it would not otherwise be required to qualify but for
      this Section 3(d), (b) subject itself to general taxation in any such
      jurisdiction, (c) file a general consent to service of process in any such
      jurisdiction, (d) provide any undertakings that cause the Company undue expense
      or burden, or (e) make any change in its charter or bylaws, which in each case
      the Board of Directors of the Company determines to be contrary to the best
      interests of the Company and its stockholders.





e. In
      the event Investors who holds a majority-in-interest of the Registrable
      Securities being offered in the offering  selects underwriters for the
      offering, the Company shall enter into and perform its obligations under an
      underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations, with the
      underwriters of such offering.





f. As
      promptly as practicable after becoming aware of such event, the Company shall
      notify each Investor of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in any Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to any Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to each Investor as such Investor may reasonably
      request; provided that, for not more than thirty (30) consecutive trading days
      (or a total of not more than forty-five (45) trading days in any twelve (12)
      month period), the Company may delay the disclosure of material non-public
      information concerning the Company (as well as prospectus or Registration
      Statement updating) the disclosure of which at the time is not, in the good
      faith opinion of the Company, in the best interests of the Company (an “Allowed
      Delay”); provided, further, that the Company shall promptly (i) notify the
      Investor in writing of the existence of (but in no event, without the prior
      written consent of an Investor, shall the Company disclose to such Investor
      any
      of the facts or circumstances regarding) material non-public information giving
      rise to an Allowed Delay and (ii) advise the Investor in writing to cease all
      sales under such Registration Statement until the end of the Allowed Delay.
      Upon
      expiration of the Allowed Delay, the Company shall again be bound by the first
      sentence of this Section 3(f) with respect to the information giving rise
      thereto.





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g. The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of any Registration Statement, and, if such
      an
      order is issued, to obtain the withdrawal of such order at the earliest possible
      moment and to notify each Investor who holds Registrable Securities being sold
      (or, in the event of an underwritten offering, the managing underwriters) of
      the
      issuance of such order and the resolution thereof.





h. The
      Company shall permit a single firm of counsel designated by the majority of
      Investors to review such Registration Statement and all amendments and
      supplements thereto (as well as all requests for acceleration or effectiveness
      thereof) a reasonable period of time prior to their filing with the SEC (but
      in
      no event less than ten (10) days), and not file any document in a form to which
      such counsel reasonably objects and will not request acceleration of such
      Registration Statement without prior notice to such counsel.  The
      sections of such Registration Statement covering information with respect to
      the
      Investor, the Investor’s beneficial ownership of securities of the Company or
      the Investor intended method of disposition of Registrable Securities shall
      conform to the information provided to the Company by each of the
      Investor.





i. The
      Company shall make generally available to its security Investors as soon as
      practicable, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
      than the first day of the Company’s fiscal quarter next following the effective
      date of the Registration Statement.





j. At
      the request of any Investor, the Company shall furnish, on the date that
      Registrable Securities are delivered to an underwriter, if any, for sale in
      connection with any Registration Statement or, if such securities are not being
      sold by an underwriter, on the date of effectiveness thereof (i) an opinion,
      dated as of such date, from counsel representing the Company for purposes of
      such Registration Statement, in form, scope and substance as is customarily
      given in an underwritten public offering, addressed to the underwriters, if
      any,
      and the Investor and (ii) a letter, dated such date, from the Company’s
      independent certified public accountants in form and substance as is customarily
      given by independent certified public accountants to underwriters in an
      underwritten public offering, addressed to the underwriters, if any, and the
      Investor.





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k. The
      Company shall make available for inspection by (i) any Investor, (ii) any
      underwriter participating in any disposition pursuant to a Registration
      Statement, (iii) one firm of attorneys and one firm of accountants or other
      agents retained by the Investor, (iv) one firm of attorneys and one firm of
      accountants or other agents retained by all other Investor, and (v) one firm
      of
      attorneys retained by all such underwriters (collectively, the “Inspectors”) all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the “Records”), as shall be reasonably
      deemed necessary by each Inspector to enable each Inspector to exercise its
      due
      diligence responsibility, and cause the Company’s officers, directors and
      employees to supply all information which any Inspector may reasonably request
      for purposes of such due diligence; provided, however, that each
      Inspector shall hold in confidence and shall not make any disclosure (except
      to
      an Investor) of any Record or other information which the Company determines
      in
      good faith to be confidential, and of which determination the Inspectors are
      so
      notified, unless (a) the disclosure of such Records is necessary to avoid or
      correct a misstatement or omission in any Registration Statement, (b) the
      release of such Records is ordered pursuant to a subpoena or other order from
      a
      court or government body of competent jurisdiction, or (c) the information
      in
      such Records has been made generally available to the public other than by
      disclosure in violation of this or any other agreement.  The Company
      shall not be required to disclose any confidential information in such Records
      to any Inspector until and unless such Inspector shall have entered into
      confidentiality agreements (in form and substance satisfactory to the Company)
      with the Company with respect thereto, substantially in the form of this Section
      3(k).  Each Investor agrees that it shall, upon learning that
      disclosure of such Records is sought in or by a court or governmental body
      of
      competent jurisdiction or through other means, give prompt notice to the Company
      and allow the Company, at its expense, to undertake appropriate action to
      prevent disclosure of, or to obtain a protective order for, the Records deemed
      confidential.  Nothing herein (or in any other confidentiality
      agreement between the Company and any Investor) shall be deemed to limit the
      Investor’s ability to sell Registrable Securities in a manner which is otherwise
      consistent with applicable laws and regulations.





l. The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other order from a court
      or governmental body of competent jurisdiction, or (iv) such information has
      been made generally available to the public other than by disclosure in
      violation of this or any other agreement.  The Company agrees that it
      shall, upon learning that disclosure of such information concerning an Investor
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to such Investor prior to making such
      disclosure, and allow the Investor, at its expense, to undertake appropriate
      action to prevent disclosure of, or to obtain a protective order for, such
      information.





m. The
      Company shall (i) cause all the Registrable Securities covered by the
      Registration Statement to be listed on each national securities exchange on
      which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange, or (ii) to the extent the securities of the
      same class or series are not then listed on a national securities exchange,
      secure the designation and quotation, of all the Registrable Securities covered
      by the Registration Statement on Nasdaq or, if not eligible for Nasdaq, on
      Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTCBB
      and, without limiting the generality of the foregoing, to arrange for at least
      two market makers to register with the National Association of Securities
      Dealers, Inc. (“NASD”) as such with respect to such Registrable
      Securities.





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n. The
      Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement.





o. The
      Company shall cooperate with the Investor who holds Registrable Securities
      being
      offered and the managing underwriter or underwriters, if any, to facilitate
      the
      timely preparation and delivery of certificates (not bearing any restrictive
      legends) representing Registrable Securities to be offered pursuant to a
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the managing underwriter or underwriters,
      if
      any, or the Investor may reasonably request and registered in such names as
      the
      managing underwriter or underwriters, if any, or the Investor may request,
      and,
      within three (3) business days after a Registration Statement which includes
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver, and shall cause legal counsel selected by the Company to deliver,
      to
      the transfer agent for the Registrable Securities (with copies to the Investor
      whose Registrable Securities are included in such Registration Statement) an
      instruction in the form attached hereto as Exhibit Aand an opinion of
      such counsel that such Security may be sold under the Registration
      Statement.





p. At
      the request of the Investors, holders of a majority-in-interest of the
      Registrable Securities, (or, in the case of and Registrable Securities
      originally issued to the Placement Agent or its affiliates, then Welfleet
      Partners, Inc.) the Company shall prepare and file with the SEC such amendments
      (including post-effective amendments) and supplements to a Registration
      Statement and any prospectus used in connection with the Registration Statement
      as may be necessary in order to change the plan of distribution set forth in
      such Registration Statement.





q. From
      and after the date of this Agreement, the Company shall not, and shall not
      agree
      to, allow the Investors of any securities of the Company to include any of
      their
      securities in any Registration Statement under Section 2(a) hereof or any
      amendment or supplement thereto under Section 3(b) hereof without the consent
      of
      the Investors of a majority-in-interest of the Registrable
      Securities.





r.
      The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investor of Registrable Securities pursuant to
      a
      Registration Statement.





4. OBLIGATIONS
      OF THE INVESTOR.  In connection with the registration of the
      Registrable Securities, the Investor shall have the following
      obligations:





a. It
      shall be a condition precedent to the obligations of the Company to complete
      the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request.  At least three (3) business
      days prior to the first anticipated filing date of the Registration Statement,
      the Company shall notify each Investor of the information the Company requires
      from each such Investor.





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b. Each
      Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statements hereunder, unless
      such Investor has notified the Company in writing of such Investor’s election to
      exclude all of such Investor’s Registrable Securities from the Registration
      Statements.





c. In
      the event Investor holding a majority-in-interest of the Registrable Securities
      being registered (with the approval of the Investor) determine to engage the
      services of an underwriter, each Investor agrees to enter into and perform
      such
      Investor’s obligations under an underwriting agreement, in usual and customary
      form, including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter of such offering and take such other
      actions as are reasonably required in order to expedite or facilitate the
      disposition of the Registrable Securities, unless such Investor has notified
      the
      Company in writing of such Investor’s election to exclude all of such Investor’s
      Registrable Securities from such Registration Statement.





d. Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f) or 3(g), such
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until such Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the
      Company, such Investor shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of destruction)
      all copies in such Investor’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.





e. No
      Investor may participate in any underwritten registration hereunder unless
      such
      Investor (i) agrees to sell such Investor’s Registrable Securities on the basis
      provided in any underwriting arrangements in usual and customary form entered
      into by the Company, (ii) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements, and (iii) agrees
      to
      pay its pro rata share of all underwriting discounts and commissions and any
      expenses in excess of those payable by the Company pursuant to Section 5
      below.





5. EXPENSES
      OF REGISTRATION.  All reasonable expenses, other than underwriting
      discounts and commissions (but excluding any other fees pursuant to the Purchase
      Agreement), incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualification fees, printers and accounting fees, the fees and
      disbursements of counsel for the Company, and the reasonable fees and
      disbursements of one counsel selected by the Investor pursuant to Sections
      2(b)
      and 3(h) hereof shall be borne by the Company.





9


6.
      INDEMNIFICATION.  In the event any Registrable Securities are
      included in a Registration Statement under this Agreement:





a. To
      the extent permitted by law, the Company will indemnify, hold harmless and
      defend (i) each Investor who holds such Registrable Securities, (ii) the
      directors, officers, partners, employees, agents and each person who controls
      any Investor within the meaning of the 1933 Act or the Securities Exchange
      Act
      of 1934, as amended (the “1934 Act”), if any, (iii) any underwriter (as defined
      in the 1933 Act) for the Investor, and (iv) the directors, officers, partners,
      employees and each person who controls any such underwriter within the meaning
      of the 1933 Act or the 1934 Act, if any (each, an “Indemnified Person”), against
      any joint or several losses, claims, damages, liabilities or expenses
      (collectively, together with actions, proceedings or inquiries by any regulatory
      or self-regulatory organization, whether commenced or threatened, in respect
      thereof, “Claims”) to which any of them may become subject insofar as such
      Claims arise out of or are based upon: (i) any untrue statement or alleged
      untrue statement of a material fact in a Registration Statement or the omission
      or alleged omission to state therein a material fact required to be stated
      or
      necessary to make the statements therein not misleading; (ii) any untrue
      statement or alleged untrue statement of a material fact contained in any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading; or (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities (the matters in the foregoing clauses (i) through (iii) being,
      collectively, “Violations”).  Subject to the restrictions set forth in
      Section 6(c) with respect to the number of legal counsel, the Company shall
      reimburse the Indemnified Person, promptly as such expenses are incurred and
      are
      due and payable, for any reasonable legal fees or other reasonable expenses
      incurred by them in connection with investigating or defending any such
      Claim.  Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 6(a): (i) shall not apply
      to
      a Claim arising out of or based upon a Violation which occurs in reliance upon
      and in conformity with information furnished in writing to the Company by any
      Indemnified Person or underwriter for such Indemnified Person expressly for
      use
      in connection with the preparation of such Registration Statement or any such
      amendment thereof or supplement thereto, if such prospectus was timely made
      available by the Company pursuant to Section 3(c) hereof; (ii) shall not apply
      to amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld; and (iii) with respect to any preliminary prospectus,
      shall not inure to the benefit of any Indemnified Person if the untrue statement
      or omission of material fact contained in the preliminary prospectus was
      corrected on a timely basis in the prospectus, as then amended or supplemented,
      such corrected prospectus was timely made available by the Company pursuant
      to
      Section 3(c) hereof, and the Indemnified Person was promptly advised in writing
      not to use the incorrect prospectus prior to the use giving rise to a Violation
      and such Indemnified Person, notwithstanding such advice, used
      it.  Such indemnity shall remain in full force and effect regardless
      of any investigation made by or on behalf of the Indemnified Person and shall
      survive the transfer of the Registrable Securities by the Investor pursuant
      to
      Section 9.





10


b. In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees severally and not jointly to indemnify,
      hold harmless and defend, to the same extent and in the same manner set forth
      in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs
      the Registration Statement, each person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
      stockholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such stockholder or
      underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
      and
      together with an Indemnified Person, an “Indemnified Party”), against any Claim
      to which any of them may become subject, under the 1933 Act, the 1934 Act or
      otherwise, insofar as such Claim arises out of or is based upon any Violation
      by
      such Investor, in each case to the extent (and only to the extent) that such
      Violation occurs in reliance upon and in conformity with written information
      furnished to the Company by such Investor expressly for use in connection with
      such Registration Statement; and subject to Section 6(c) such Investor will
      reimburse any legal or other expenses (promptly as such expenses are incurred
      and are due and payable) reasonably incurred by them in connection with
      investigating or defending any such Claim; provided, however, that
      the indemnity agreement contained in this Section 6(b) shall not apply to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of such Investor, which consent shall not be
      unreasonably withheld; provided, further, however, that the
      Investor shall be liable under this Agreement (including this Section 6(b)
      and
      Section 7) for only that amount as does not exceed the net proceeds to such
      Investor as a result of the sale of Registrable Securities pursuant to such
      Registration Statement.  Such indemnity shall remain in full force and
      effect regardless of any investigation made by or on behalf of such Indemnified
      Party and shall survive the transfer of the Registrable Securities by the
      Investor pursuant to Section 9. Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section 6(b)
      with respect to any preliminary prospectus shall not inure to the benefit of
      any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus was corrected on a timely basis in the prospectus,
      as then amended or supplemented.





c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to be made against any indemnifying party under this Section 6,
      deliver to the indemnifying party a written notice of the commencement thereof,
      and the indemnifying party shall have the right to participate in, and, to
      the
      extent the indemnifying party so desires, jointly with any other indemnifying
      party similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided, however, that
      an Indemnified Person or Indemnified Party shall have the right to retain its
      own counsel with the fees and expenses to be paid by the indemnifying party,
      if,
      in the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding.  The
      indemnifying party shall pay for only one separate legal counsel for the
      Indemnified Persons or the Indemnified Parties, as applicable, and such legal
      counsel shall be selected by Investor holding a majority-in-interest of
      the  Registrable Securities included in the Registration Statement to
      which the Claim relates (with the approval of a majority-in-interest of the
      Investor), if the Investor are entitled to indemnification hereunder, or the
      Company, if the Company is entitled to indemnification hereunder, as
      applicable.  The failure to deliver written notice to the indemnifying
      party within a reasonable time of the commencement of any such action shall
      not
      relieve such indemnifying party of any liability to the Indemnified Person
      or
      Indemnified Party under this Section 6, except to the extent that the
      indemnifying party is actually prejudiced in its ability to defend such
      action.  The indemnification required by this Section 6 shall be made
      by periodic payments of the amount thereof during the course of the
      investigation or defense, as such expense, loss, damage or liability is incurred
      and is due and payable.





11


7. CONTRIBUTION.  To
      the extent any indemnification by an indemnifying party is prohibited or limited
      by law, the indemnifying party agrees to make the maximum contribution with
      respect to any amounts for which it would otherwise be liable under Section
      6 to
      the fullest extent permitted by law; provided, however, that (i)
      no contribution shall be made under circumstances where the maker would not
      have
      been liable for indemnification under the fault standards set forth in Section
      6, (ii) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
      be
      entitled to contribution from any seller of Registrable Securities who was
      not
      guilty of such fraudulent misrepresentation, and (iii) contribution (together
      with any indemnification or other obligations under this Agreement) by any
      seller of Registrable Securities shall be limited in amount to the net amount
      of
      proceeds received by such seller from the sale of such Registrable
      Securities.





8. REPORTS
      UNDER THE 1934 ACT.  With a view to making available to the
      Investor the benefits of Rule 144 promulgated under the 1933 Act or any other
      similar rule or regulation of the SEC that may at any time permit the Investor
      to sell securities of the Company to the public without registration (“Rule
      144”), the Company agrees to:





a. make
      and keep public information available, as those terms are understood and defined
      in Rule 144;





b. file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company’s obligations under Section 4(c) of the Unit Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and





c. furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
      a
      copy of the most recent annual or quarterly report of the Company and such
      other
      reports and documents so filed by the Company, and (iii) such other information
      as may be reasonably requested to permit the Investor to sell such securities
      pursuant to Rule 144 without registration.





12


9. ASSIGNMENT
      OF REGISTRATION RIGHTS.  The rights under this Agreement shall be
      automatically assignable by the Investor to any transferee of all or any portion
      of Registrable Securities if: (i) the Investor agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment, (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned, (iii) following such transfer or assignment,
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act and applicable state securities laws, (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence, the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein, (v) such
      transfer, if being made by a Purchaser, shall have been made in accordance
      with
      the applicable requirements of the Unit Purchase Agreement, and (vi) such
      transferee shall be an “accredited Investor” as that term defined in Rule 501 of
      Regulation D promulgated under the 1933 Act.





10. AMENDMENT
      OF REGISTRATION RIGHTS.  Provisions of this Agreement may be
      amended and the observance thereof may be waived (either generally or in a
      particular instance and either retroactively or prospectively), only with
      written consent of the Company,  the Investor (to the extent such
      Investor still owns Registrable Securities) and Investors who hold a majority
      interest of the Registrable Securities.  Any amendment or waiver
      effected in accordance with this Section 10 shall be binding upon each Investor
      and the Company.





11. MISCELLANEOUS.





a. A
      person or entity is deemed to be a Investor of Registrable Securities whenever
      such person or entity owns of record such Registrable Securities.  If
      the Company receives conflicting instructions, notices or elections from two
      or
      more persons or entities with respect to the same Registrable Securities, the
      Company shall act upon the basis of instructions, notice or election received
      from the registered owner of such Registrable Securities.





b. 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:




13




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:
              To
                    the address set forth beside such Investor’s name onSchedule
                    A heretoWith
                  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


Each
      party
      shall provide notice to the other party of any change in address.





c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.




d. THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
      OF THE UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT
      TO
      ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
      THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
      IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT
      OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES
      AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.





14


e. In
      the event that any provision of this Agreement is invalid or unenforceable
      under
      any applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any provision
      hereof which may prove invalid or unenforceable under any law shall not affect
      the validity or enforceability of any other provision hereof.





f. This
      Agreement (including all schedules and exhibits thereto) constitute the entire
      agreement among the parties hereto with respect to the subject matter
      hereof.  There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and
      therein.  This Agreement supersedes all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.





g. Subject
      to the requirements of Section 9 hereof, this Agreement shall be binding upon
      and inure to the benefit of the parties and their successors and
      assigns.





h. The
      headings in this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.





i. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party.  This Agreement, once executed by a
      party, may be delivered to the other party hereto by facsimile transmission
      of a
      copy of this Agreement bearing the signature of the party so delivering this
      Agreement.





j. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.





k.
      Except
      as otherwise provided herein, all consents and other determinations to be made
      by the Investor pursuant to this Agreement shall be made by Investor holding
      a
      majority of the Registrable Securities.





l. The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to each Investor by vitiating the intent and purpose of the
      transactions contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for breach of its obligations under this
      Agreement will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of any of the provisions under this Agreement, that each
      Investor shall be entitled, in addition to all other available remedies in
      law
      or in equity, and in addition to the penalties assessable herein,  to
      an injunction or injunctions restraining, preventing or curing any breach of
      this Agreement and to enforce specifically the terms and provisions hereof,
      without the necessity of showing economic loss and without any bond or other
      security being required.





m. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.




15




[THE
      REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


















16


COUNTERPART
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DATED MARCH 1,
      2007.





IN
      WITNESS
      WHEREOF, the undersigned Purchasers and the Company have caused this Agreement
      to be duly executed as of the date first above written.




Company:
                TALLY
                  HO VENTURES, INC.By:Name: Nigel
                  Gregg
                Title: Chief
                  Executive Officer
 
 Purchasers:
                Phoenix
                    Capital Worldwide II, LP
 By:Name:
                  Title:
 
 Irwin
                  GrossLinda
                  GrossMichael
                  SheinsonPremier
                  Partners InvestmentBernard
                  MermelstanDavid
                  Sinclair





[Signature
      Page Continued]


17




COUNTERPART
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT DATED MARCH 1,
      2007.


(Continued)
 The
                      Continental Trust Company By:Name:
                      Title:
  Gilbert
                      Baker By:Name:
                    Title:
  Nancy
                      Baker By:Name:
                    Title:


WestPark
                        Capital, Inc. By:Name:
                    Title:




18




SCHEDULE
      A






LIST
      OF
      INVESTORS






Name                                                                                      Dollar
      Amount
      Invested                                                      No.
      of Shares




Premier
                  Partners Investments, LLP
                800
                  S. Ocean Blvd., Apt L1, Boca Raton, FL 33432
              
              $
              25,000
              
              23,000Irwin
                  Gross & Linda Gross
                800
                  S. Ocean Blvd., Apt L1, Boca Raton, FL 33432
              
              $
              25,000
              
              23,000Michael
                  Sheinson Trust
                272
                  S. E. 5th Avenue, Delray Beach, FL 33482
              
              $
              50,000
              
              46,000Bernard
                  Mermelstan
                11
                  Oak Drive Great Neck, New York, NY 11021
              
              $
              25,000
              
              23,000David
                  Sinclair
                Roman
                  House, 296 Guiders Green, London NW11 9PT
              
              $
              25,000
              
              23,000Phoenix
                  Capital Worldwide II, LP
                One
                  Penn Plaza, Suite 2411, New York 10119
              
              $
              100,000
              
              92,000Gilbert
                  & Nancy Baker
                62
                  Mooreland Road, Greenwich CT 06831
              
              $
              25,000
              
              22,989The
                  Continental Trust Company
                Re
                  Kanishka Holdings Trust
                P
                  O
                  Box 829, Forum House, Grenville
                Street,
                  St Helier, Jersey JE4 0UE
              
              $
              25,000
              
              23,000WestPark
                  Capital, Inc.
                One
                  Penn Plaza, Suite 2411
                New
                  York, New York 10119
                Attention:  Mark
                  I Lev, Managing Director
                The
                  Placement Agent
              
              
              
              
              27,000






19