EXHIBIT
      1


SHARE
      PURCHASE AGREEMENT





This
      Agreement is entered in to on the Twenty-ninth of June in the year Two Thousand
      and Six.


BETWEEN





1.
      CENTURION FINANCE, INC., incorporated under the laws of the State of Delaware,
      United States of America with file number 4177172 and having its registered
      office address at 1201 Orange Street, Suite 600 One Commerce Center, Wilmington,
      New Castle 19801, Delaware, USA and having its administrative office at Cenfina
      GHG MBH, Alfred Schindlerstrasse 1, CH 6030 Ebikon, Switzerland [The Buyer]





2.
      TALLY-HO VENTURES, INC., a publicly listed company on NASD OTCBB incorporated
      under the laws of the State of Delaware with file number 3594839 and having
      its
      registered office at 3422 Old Capitol Trail Suite 584, Wilmington, New Castle
      19808, Delaware, USA and having its administrative office at 115 Route D’ Arlon,
      L-8311 Capellen, Luxembourg [The Seller] with NASDAQ Bulletin Board Symbol
      TLYH.OB.





WHEREAS





The
      Seller
      represents that it owns 100% share capital of BELGRAVIA INTERVEST GROUP LIMITED,
      a company registered under the laws of British Virgin Islands with registration
      number 167310 and registered office address at 3rd Floor, Omar Hodge Buildings,
      Road Town, Tortola, British Virgin Islands and having its administrative office
      address at 115 Route D’ Arlon, L-8311 Capellen, Luxembourg (the Company)
      AND





The
      Seller
      represents that the Company is involved in the business of providing financial
      consultancy and acting as independent financial advisors and has agency with
      several investment and insurance providers to introduce clients on commission
      basis AND





The
      Seller
      has entered into an agreement to franchise the business of the Company with
      AFFINITY TRUST S A, a company incorporated under the laws of Luxembourg and
      having its registered office at 19 Rue Aldringen, L- 2018 Luxembourg (ATSA)
      by
      an agreement dated 15 th December
      2005, a
      copy
      whereof is annexed here to as Annexure 1 AND





The
      Seller
      has entered into an agreement to sell 100% ownership of the Company to
      AMALGAMATED HOLDINGS S A, having its administrative office at Suite 63, Citibex,
      11B Cristamar, Marbella 29660, Spain (AHSA) by an agreement dated 31st January
      2006 a copy whereof is annexed here to as Annexure 2 AND





ATSA
      failed to comply with their part of the agreement which compelled the Seller
      to
      rescind the agreements dated 15 th December
      2005 and 31 st January
      2006 with ATSA and AHSA respectively AND





The
      Seller
      has attempted to sell the ownership of the Company to various parties but failed
      to find a buyer except the Buyer herein and based on the terms and conditions
      contained herein AND





WHEREAS










The
      Seller
      intends to transfer 100% ownership on the share capital of the Company to the
      Buyer for the consideration and terms and conditions contained herein below
      AND





The
      Buyer
      intends to acquire 100% ownership of the BIG for the consideration and as per
      the terms and conditions herein below.





The
      Seller
      acknowledges that any realizable value of the intangible assets of the Company
      has been acquired by the Seller and its subsidiaries and any part of intangible
      assets not acquired by the Seller has been depleted in value and as on the
      date
      of sale there is no value left which can be assigned to the Buyer.





The
      Seller
      confirms and acknowledges that the unascertained liabilities of the Company
      is
      estimated to be the sum of $1,000,000 and there are no ascertained assets to
      cover that liability except the trade debtors of the Company which amounts
      to
      $500,000 and trail and renewal income of the Company from the investment
      providers which is estimated as $10,000 per month together with the possible
      override from the new business.





The
      Seller
      agrees to transfer the ownership of the share capital of the Company to the
      Buyer for a total consideration of $250,000 and by effecting such transfer
      the
      Buyer shall be 100% holding company of the Company and the Company shall become
      a 100% subsidiary of the Buyer.




Both
      the
      parties agree that the realizable value of the trade debtors of the Company
      is
      not significant and the whereabouts of such debtors are not known to the Company
      or to the Seller. However, the Buyer shall be at liberty to adopt appropriate
      proceedings to recover the amounts owed to the Company. The approximate value
      of
      the liabilities is calculated based on the evaluation of outstanding indemnity
      to the product providers for unrealized commission and trade debtors.





Both
      the
      parties agree that the liabilities of the Company cannot be discharged fully
      by
      dissolving the Company and if such discharge is to be made by injecting fresh
      capital by the Buyer or by prioritizing the payments and discharging the debts
      based on the prospective income of the Company.





Upon
      execution of this Agreement, the Buyer shall keep the Seller indemnified from
      any liabilities of whatsoever nature arising out of the reason that the Seller
      was owner of the Company in the past, except any criminal liabilities which
      cannot be legally assigned to the Buyer by virtue of an agreement.





In
      the
      event of any claim made by any third party against the Seller by applying the
      principle ‘lifting of the corporate veil’ and the Seller is made liable for any
      such claim by a competent court of law, it shall be the responsibility of the
      Buyer to discharge such claim and keep the Seller indemnified from any such
      liabilities.





The
      Buyer
      shall be at absolute liberty to defend or settle any claim of whatsoever nature
      by any third party against the Seller, the Company or the Buyer.





Any
      claim
      by any third party against the Company shall first be the liability of the
      Company and if the Company happened to be insolvent and is to be wound up,
      the
      Buyer shall have all rights to the dividend on the assets of the Company after
      discharging the liabilities of the Company to the third parties.










The
      Buyer
      shall be at liberty to sell part or whole of the ownership of the Company to
      any
      third party.





Upon
      execution of this Agreement the Seller’s claim shall be limited to the extent of
      receiving the full purchase price.





Upon
      execution of this Agreement, all rights and claims that the Seller owns on
      behalf of the Company shall be passed to the Buyer.





The
      Seller
      shall not have any rights of whatsoever nature against any assets or income
      of
      the Company.





The
      Seller
      acknowledge that they have received the sum of $50,000 to the account number
      LU51 0141 7377 4980 3010 with ING Bank Luxembourg S A as part payment of the
      consideration and the Buyer agree to transfer the sum of $200,000 to the same
      bank account within a period of 30 days from the date of execution of this
      Agreement.





The
      Buyer
      acknowledge that all the contractual responsibilities of the Company prior
      to
      the date of execution of this Agreement shall be honored by the Company and
      shall not make any denial due to the fact that any specific agreement was not
      made known to the Buyer prior to this Agreement.





The
      Buyer
      agrees to elect directors of their choice and discharge all directors who are
      not re-elected as directors of the Company. Such discharge shall release the
      outgoing directors from all guarantees, undertakings and all civil liabilities
      due to any previous act or omission in their capacity as directors of the
      Company while they were acting as the elected directors of the Company. However
      such release shall not affect any criminal liabilities due to breach or
      violation of any law.





In
      the
      event of failure to make the payment of the remaining consideration being the
      sum of $50,000 within a period of 30 days, the Seller shall be at liberty to
      rescind the Agreement or to claim interest at the rate of 6% per annum at the
      discretion of the Seller.





Any
      dispute arising out of this Agreement shall first be referred to an arbitrator
      on mutual agreement of the parties and in the event of non-agreement as to
      the
      appointment of a sole arbitrator, both the parties shall nominate their
      individual arbitrators who shall be qualified accountants and if the arbitrators
      reach a unanimous decision that will be binding on both the parties to the
      Agreement and in the event of the absence of such a unanimous decision a third
      arbitrator will be appointed on mutual agreement of the arbitrators or parties
      to the contract or both and on appointment of such a third arbitrator, the
      dispute shall be decided as per the decision of the majority of the arbitrators.
      The venue of the arbitration shall be the within the State of Delaware in the
      United States of America.





This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware in the United States of America and the courts in the State
      of
      Delaware in the United States of America shall have non-exclusive jurisdiction
      in relation to any claim, dispute or difference concerning this Agreement and
      any matter arising there from.










This
      Agreement embodies the entire understanding between the parties and there are
      no
      promises, terms and conditions or obligations, oral or written, expressed or
      implied other than those contained or referred to herein unless they are in
      writing and duly executed.





In
      witness
      whereof, the parties have signed this Agreement on the date stated above at
      Luxembourg.





Peter
              J Smith
            
            Antony
              P VarkeyPresident
            
            PresidentTally
              Ho Ventures, Inc.
            
            Centurion
              Finance, Inc.