Exhibit
      10.01




TALLY
        HO
        VENTURES, INC.
 
 SHARE
        PURCHASE AGREEMENT
  This
        Share
        Purchase Agreement (“Agreement”) is made as of February 14, 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. In
        order to obtain such funds, the Company is offering up to 206,992 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 $225,000. The Shares
        are
        sometimes referred to herein as the “Securities”. The Shares are provided
        certain demand registration rights as set forth in the 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 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 $225,000 of subscriptions
        acceptable to the Company 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 February 18, 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 $20,250 in cash and 18,000
      shares of Common Stock 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
      $4,000 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 SharesPremier
                    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
                  272
                    S. E. 5th Avenue
                  Delray
                    Beach, FL 33482
                
                $
                25,000
                
                23,000Hanka
                    Lew
                  72-15
                    Park Drive East
                  Flushing,
                    NY 11367
                
                $
                25,000
                
                23,000Felicia
                    Grossman
                  1168
                    East Laurelton Parkway
                  Teaneck,
                    NJ 07666
                
                $
                25,000
                
                23,000Isaac
                    Holdings, LLC
                  12220
                    El Camino Real, Suite 410
                  San
                    Diego, CA 92130
                  Attn:  David
                    Perez
                
                $
                25,000
                
                23,000David
                    Kleinhandler
                  73
                    Hillandale Road
                  Ryebrook,
                    NY10573
                
                $
                25,000
                
                23,000Maxim
                    Financial Corporation
                  1900
                    Ninth Street, 3rd Floor
                  Boulder,
                    Colorado  80302
                  (303)
                    449-7733
                
                $
                50,000
                
                46,000