Exhibit
      10.05




TALLY
      HO
      VENTURES, INC.





SHARE
      PURCHASE AGREEMENT







This
      Share
      Purchase Agreement (“Agreement”) is made as of March 26, 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 459,982 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 $500,000. 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 $500,000 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 March 26, 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, 22,562,416 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.





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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;





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(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.





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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.





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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.





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(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.





7


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.





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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.





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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.





10


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.





11


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.





12


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.




13


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 $45,000 in cash and
      41,398 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 Purchaser 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.





14


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
   15
 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.




16


IN
      WITNESS
      WHEREOF, the parties have executed this Agreement as of the date set forth
      on
      the Purchase Signature Page hereto.




PURCHASERS
                  
                  VISION
                        OPPORTUNITY MASTER FUND LTD
                      
                      By           Adam
                          Benowite
                    COMPANY
                      
                      TALLY
                          HO VENTURES, INC.
                        
                        By:Nigel
                            Gregg, Chief Executive
                            Officer




17


PURCHASER
      QUESTIONNAIRE





The
      undersigned Vision Capital Advisors, LLC, as Manager of Vision Opportunity
      Master Fund Ltd., has read the Securities Purchase Agreement dated as of March
      26, 2007 and acknowledges that execution of this signature Page shall constitute
      the valid and binding execution of such agreement by Vision Capital Advisors,
      LLC., as Manager on behalf of the Purchaser, Vision Opportunity Master Fund,
      Ltd.





Vision
      Opportunity Master Fund, Ltd. hereby subscribes for an aggregate of 459,982
      Shares 500,000 Warrants for an aggregate Purchase Price of $500,000 and hereby
      deliver good funds with respect to this subscription for the Shares and
      Warrants.





Purchaser
      is a resident of State of New York and is incorporated in Caymans





Vision
      Opportunity Master Fund, Ltd.





*Please
      print above the exact name(s) in which the Shares are to be
      held*





Our
      address is: 20 W 55th Street, 5th Floor


New
      York 10019






18


I
      acknowledge that the offering of the Shares is subject to the Federal securities
      laws of the United States and state securities laws of those states in which
      the
      Shares are offered, and that, pursuant to the U.S. Federal securities laws
      and
      state securities laws, the Shares may be purchased by persons who come within
      the definition of an “Accredited Investor” as that term is defined in Rule
      501(a) of Regulation D promulgated under the Securities Act (“Regulation
      D”).




By
      initialing one of the categories below, I represent and warrant that I come
      within the category so initialed and have truthfully set forth the factual
      basis
      or reason I come within that category.  All information in response to
      this paragraph will be kept strictly confidential.  I agree to furnish
      any additional information that the Company deems necessary in order to verify
      the answers set forth below.




NOTE:  You
      must either initial that at least ONE category.




Individual
      Purchaser:


(A
      Purchaser who is an individual may initial either Category I, II, or
      III)






Category
                I
            ________
            
            I
                am
                a director or executive officer of the Company.Category
                II
            ________
            
            I
                am
                an individual (not a partnership, corporation, etc.) whose individual
                net
                worth, or joint net worth with my spouse, presently exceeds
                $1,000,000.*Explanation.*In
              calculation of net worth, you may include equity in personal property
              and
              real estate, including your principal residence, cash, short term
              investments, stocks and securities.  Equity in personal property
              and real estate should be based on the fair market value of such property
              less debt secured by such property.Category
                III
            ________
            
            I
                am
                an individual (not a partnership, corporation, etc.) who had an individual
                income in excess of $200,000 in 2005 and 2006, or joint income with
                my
                spouse in excess of $300,000 in 2005 and 2006, and I have a reasonable
                expectation of reaching the same income level in
                2007.




19




Entity
      Purchasers:





(A
      Purchaser which is a corporation, limited liability company, partnership, trust,
      or other entity may initial either Category IV, V, VI, VII or VIII)


Category
                  IV
              ü
              
              The
                  Purchaser is an entity in which all of the equity owners are “Accredited
                  Investors” as defined in Rule 501(a) of Regulation D.  If
                  relying upon this category alone, each equity owner must complete
                  a
                  separate copy of this Agreement.(describe
                  entity)Category
                  V
              ________
              
              The
                  Purchaser is a trust, with total assets in excess of $5,000,000,
                  not
                  formed for the specific purpose of acquiring the Shares offered,
                  whose
                  purchase is directed by a “Sophisticated Person” as described in Rule
                  506(b)(2)(ii) of Regulation D.Category
                  VI
              
              
              The
                  Purchaser is an organization described in Section 501(c)(3) of
                  the
                  Internal Revenue Code, corporation, Massachusetts or similar business
                  trust, or partnership, not formed for the specific purpose of acquiring
                  the Shares, with total assets in excess of $5,000,000.(describe
                  entity)Category
                  VII
              
              
              The
                  Purchaser is a private business development company as defined
                  in Section
                  202(a)(22) of the Investment Advisers Act of 1940.(describe
                  entity)




Executed
      this 26th day of
      March 2007 at New York


20


CERTIFICATE
      OF SIGNATORY





To
      be
      completed if Shares are being subscribed for by an entity.





I,
      Adam
      Benowite, am the Portfolio Manager of Vision Opportunity Master Fund Ltd. (the
      “Entity”).




I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Unit Purchase Agreement and to purchase and hold the
      Securities.  The Unit Purchase Agreement has been duly and validly
      executed on behalf of the Entity and constitutes a legal and binding obligation
      of the Entity.





IN
      WITNESS
      WHEREOF, I have hereto set my hand this 26th day of March
      2007.





(Signature)








21





SCHEDULE
      A




LIST
      OF
      INVESTORS




Name
            
            
            Dollar
                Amount Invested
            
            No.
                of SharesVision
                Opportunity Master Fund Ltd
              20
                W
                55th Street, 5th Floor
              New
                York 10019
            
            $
            500,000
            
            459,982






22