Unassociated Document


    


    
      	
              Dated

            	
              November
                2008

            


    

    


    


    


     

    Protrust
      Financial Services Group S.A.

    


    and

    


    Premier
      Wealth Management, Inc. 

    (formerly
      Tally-Ho Ventures, Inc.)

    


    and

    


    Master
      Trust S.A. 

    (formerly
      Protrust Private Clients S.A.)

    
       

       

       

      
        

      

    

     

    DEED
      OF SETTLEMENT
 

    
      

    

     

     

    

      ADDLESHAW
        GODDARD

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Contents

    

      
        	
                1

              	
                Interpretation

              	
                1

              
	
                2

              	
                Exchange

              	
                3

              
	
                3

              	
                Full
                  and final settlement

              	
                3

              
	
                4

              	
                Bank
                  points

              	
                4

              
	
                5

              	
                Communication
                  of Settlement

              	
                4

              
	
                6

              	
                Non-admission
                  of liability

              	
                4

              
	
                7

              	
                Confidentiality

              	
                4

              
	
                8

              	
                Remedies
                  and waivers

              	
                5

              
	
                9

              	
                Successors
                  and assignees

              	
                5

              
	
                10

              	
                Representations

              	
                5

              
	
                11

              	
                Entire
                  Agreement

              	
                5

              
	
                12

              	
                Cost
                  and expenses

              	
                6

              
	
                13

              	
                Co-operation

              	
                6

              
	
                14

              	
                Invalidity

              	
                6

              
	
                15

              	
                Counterparts

              	
                6

              
	
                16

              	
                Choice
                  of governing law and jurisdiction

              	
                6

              
	 	 	
                 

              
	
                SCHEDULE
                  - IRREVOCABLE STOCK POWER

              	
                8

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Deed of Settlement
      is made
      on November 2008 

    


    Between

     

    
      	
              (1)

            	
              Protrust
                Financial Services Group S.A. whose
                registered office is at Via Frasca 5, P.O. Box 5237, CH-6901, Lugano,
                Switzerland (Protrust);

            


    

     

    
      	
              (2)

            	
              Premier
                Wealth Management, Inc.
                (formerly Tally-Ho Ventures, Inc.) (No. 3594839)
                whose registered office is at 3422 Old Capitol Trail, Suite 584,
                Wilmington, New Castle 19808, Delaware, USA (PWM);
                and

            


    

     

    
      	
              (3)

            	
              Master
                Trust S.A.
                (formerly Protrust Private Clients SA) (No. CH-514.3.008.409-1) whose
                registered office is at Corso Elvezia 4, CH-6900, Lugano, Switzerland
                (Master
                Trust);

            


    

    


    each
      of
      the above being a Party
      and
      together the Parties
      to
      this
      Deed.

    


    Whereas

    


    
      	
              (A)

            	
              Protrust
                and PWM entered into an agreement, dated 4 August 2006, in accordance
                with
                which Protrust agreed to sell (and did sell) and PWM agreed to buy
                (and
                did buy) all of the issued shares in Master Trust. The consideration
                for
                the transaction was to be satisfied by PWM by a payment of US$2m
                on the
                date of completion, by the provision of a promissory note under the
                terms
                of which PWM agreed to pay Protrust the sum of US$3m and by the issue
                to
                Protrust of 1,500,000 shares in PWM. In addition, PWM granted to
                Protrust
                a put option in relation to the PWM Shares in accordance with the
                terms of
                which, on written demand by Protrust at any time during 2007, PWM
                agreed
                to buy some or all of the PWM Shares from Protrust at a price of
                US$2 per
                share.

            


    

    


    
      	
              (B)

            	
              On
                15 April 2008,
                Protrust issued a claim against PWM in the Commercial Court, Queen's
                Bench
                Division of the High Court of Justice of England and Wales, at the
                Royal
                Courts of Justice in London with the Claim No. 2008 Folio 362. The
                claim
                was for damages for breach of the Put Option. On 11 July 2008, Protrust
                entered a judgment in default of a Defence against PWM in the sum
                of
                US$1,986,681.85 plus costs.

            


    

    


    
      	
              (C)

            	
              The
                Parties have now agreed to a full and final settlement of Protrust's
                claim
                in respect of the Put Option and of any and all other issues which
                may
                arise between them in relation to PWM's acquisition of all of the
                issued
                shares in Master Trust.

            


    

    


    It
      is agreed

     

    
      	
              1

            	
              Interpretation

            


    

    


    
      	
              1.1

            	
              In
                this Deed and the recitals to it:

            


    

    


    Action
      means
      the claim issued by Protrust against PWM in the Commercial Court, Queen's Bench
      Division of the High Court of Justice of England and Wales, at the Royal Courts
      of Justice in London with the Claim No. 2008 Folio 362

    


    Associated
      Company means
      a
      company which is from time to time a subsidiary or a holding company of Protrust
      or PWM or a subsidiary of a holding company of Protrust or PWM or either of
      them
      (other than Protrust and PWM themselves) In this definition subsidiary
      and
holding
      company
      have the
      same meanings as in Section 736 of the Companies Act 1985, as originally
      enacted

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Bank
      Points
      means a
      rebate of the margin charged by banks in respect of loans made to the customers
      of Master Trust which typically amounts to 0.2 to 0.25 per cent. of the value
      of
      loans outstanding payable annually

    


    Claim
      means
      the
      Action and/or any claim, potential claim, counterclaim, potential counterclaim,
      right of set-off or indemnity, cause of action, liability, loss, damage, right
      or interest of any kind or nature whatsoever, whether known or unknown,
      suspected or unsuspected, however and whenever arising and in whatever capacity
      and jurisdiction, including without limitation a claim for interest or
      costs

    


    Exchange
      Date
      has the
      meaning provided in clause 2

    


    Protrust
      Group means
      Protrust and each of its Associated Companies, affiliates, directors, officers,
      employees, agents, advisers, representatives, successors and assigns from time
      to time, including each of the above in their several and individual capacities
      and, for the avoidance of any doubt, includes Mr Alexander Bell, Chief Executive
      Officer of Protrust whose address is c/o Protrust Financial Services Group
      S.A.,
      Via Frasca 5, P.O. Box 5237, CH-6901, Lugano, Switzerland.

    


    PWM
      Group means
      PWM
      and each of its Associated Companies, affiliates, directors, officers,
      employees, agents, advisers, representatives, successors and assigns from time
      to time, including each of the above in their several and individual capacities
      

    


    PWM
      Shares means
      1,500,000 duly authorised, validly issued and fully paid shares of common stock
      in the capital of PWM which are held by Protrust which were issued to Protrust
      as part of the consideration for PWM's acquisition of Master Trust in August
      2006 and which were subject to the Put Option

    


    Proceedings
      means
      any
      legal, arbitral, administrative, regulatory or other action or
      proceeding

    


    Promissory
      Note
      means
      the promissory note between PWM and Protrust, dated on or about 4 August
      2006

    


    Put
      Option
      means
      the put option deed between Protrust and PWM, dated on or about 4 August 2006,
      in relation to the PWM Shares

    


    Settled
      Claims means
      all
      Claims, rights, actions and causes of action (including claims for interest
      and
      costs) existing as at the date hereof which either Party has or may have against
      the other arising out of or in connection with PWM's acquisition of all of
      the
      issued shares in Protrust Private Client SA (now Master Trust) including, but
      not limited to, the Action, or out of or in connection with any agreement
      entered into between the Parties or action taken by either Party against the
      other since 1 August 2006 (including, but not limited to, the Put Option, the
      Promissory Note, the Share Pledge Agreement and the Transitional Services
      Agreement) in connection with PWM's acquisition of all of the issued shares
      in
      Protrust Private Clients SA (now Master Trust) or relating to any PWM Shares
      held by any member of the Protrust Group, any other securities of PWM acquired
      by any member of the Protrust Group, or any private or public statement,
      disclosure document or public filing made with the United States Securities
      and
      Exchange Commission (save in relation to any claims connected to or arising
      from
      wilful concealment, bad faith or fraud (or their equivalent in other
      jurisdictions)). 

    


    Settlement
      Sum means
      the
      amount of US$1,000,000 to be paid by PWM to Protrust pursuant to clause
3

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Share
      Pledge Agreement
      means
      the share pledge agreement between PWM, Protrust and Master Finance Holdings
      SA
      and dated on or about 4 August 2006.

    


    Transitional
      Services Agreement
      means
      the transitional services agreement between Protrust, PWM and Master Trust,
      dated on or about 4 August 2006

    


    
      	
              1.2

            	
              The
                headings in this Deed are for convenience only and do not affect
                its
                construction or interpretation.

            


    

     

    
      	
              2

            	
              Exchange

            


    

     

    
      	
              2.1

            	
              Exchange
                shall take place on the day on which Ashurst LLP and Addleshaw Goddard
                LLP
                have received counterparts to this Deed executed by each of the parties
                hereto and date this Deed (having been authorised to do so by Protrust
                and
                PWM respectively) (the "Exchange
                Date"). 

            


    

     

    
      	
              2.2

            	
              Upon
                exchange PWM agrees to cause the Settlement Sum to be paid to Protrust
                for
                value such payment to be made in cleared funds on the Exchange Date
                by
                telegraphic/Swift transfer to the account of Protrust
                at:

            


    

    


    Bank.
      XXXXXXXXXXXXXXXXXXXX

    


    Account
      No. XXXXXXXXXXXXXXXX

    


    IBAN
      No.
      XXXXXXXXXXXXXX

    


    BIC:
      XXXXXXXXXXX

     

    
      	
              3

            	
              Full
                and final settlement

            


    

    


    
      	
              3.1

            	
              Upon
                payment of the Settlement Sum in accordance with clause 2.2
                above Protrust shall:

            


    

    


    
      	 	
              (a)

            	
              (on
                behalf of itself and the Protrust Group) accept payment of the Settlement
                Sum and the agreement by the PWM Group to fulfil the obligations
                and give
                the covenant contained in this Deed in full and final settlement
                of any
                Settled Claims that Protrust and/or any member of the Protrust Group
                has
                or may have against PWM or any member of the PWM Group;
                and

            


    

    


    
      	 	
              (b)

            	
              execute
                the irrevocable stock power share transfer of the PWM Shares in favour
                of
                PWM for cancellation (in the form set out in the Schedule to this
                Deed and
                send such executed share transfer form by recorded delivery to Addleshaw
                Goddard LLP (marked for the attention of Robert Harvey) and
                PWM agrees to accept such transfer. Protrust agrees to take all such
                further actions and execute and provide to PWM all such further documents
                as may be reasonably necessary to effect the transfer of the PWM
                shares to
                PWM and Protrust shall be reimbursed by PWM for any reasonable costs
                and/or expenses which Protrust incurs in complying with this clause
                3.1(b).

            


    

    


    
      	
              3.2

            	
              The
                Settlement Sum is paid gross of all taxes and any tax liability arising
                out of or in connection with the Settlement Sum shall be for the
                sole
                account of Protrust.

            


    

    


    
      	
              3.3

            	
              Save
                in relation to the obligations arising under this Deed, Protrust
                agrees
                that, upon payment of the Settlement Sum, it shall, and shall procure
                that
                all members of the Protrust Group shall release and discharge PWM
                and all
                members of the PWM Group from any liability to, or Claim by, Protrust,
                any
                member of the Protrust Group and/or any other person on behalf of
                Protrust
                (including its successors and assigns), arising out of or in connection
                with the Settled Claims.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Save
                in relation to the obligations arising under this Deed, PWM agrees
                that,
                upon payment of the Settlement Sum, it shall, and shall procure that
                all
                members of the PWM Group shall release and discharge Protrust and
                all
                members of the Protrust Group from any liability to, or Claim by,
                PWM, any
                member of the PWM Group and/or any other person on behalf of PWM
                (including its successors and assigns), arising out of or in connection
                with the Settled Claims.

            


    

    


    
      	
              3.5

            	
              Subject
                to payment of the Settlement Sum, PWM and each of the companies in
                the PWM
                Group and Protrust and each of the companies in the Protrust Group
                covenant that neither it nor any member of the PWM Group or the Protrust
                Group respectively will bring any Claims or commence any Proceedings
                whatsoever in any jurisdiction against PWM or any member of the PWM
                Group,
                Protrust, or any member of the Protrust Group arising from, or in
                connection with the Settled Claims.

            


    

     

    
      	
              4

            	
              Bank
                points

            


    

    


    PWM,
      each
      of the companies in the PWM Group and Master Trust unconditionally and
      irrevocably waive any past or future right or entitlement to or in respect
      of
      the Bank Points and hereby agree and acknowledge that the Bank Points are and
      shall remain due and payable to the Protrust Group as they arise. 

     

    
      	
              5

            	
              Communication
                of Settlement

            


    

     

    
      	
              5.1

            	
              PWM
                and each of the companies in the PWM Group agree to consult with
                Protrust
                and to take into account any reasonable written comments from Protrust
                (to
                be provided within 3 days of the date on which the draft filing is
                provided to Ashurst LLP) on the content of the regulatory filings
                that PWM
                is required to make in relation to the settlement of the Action and
                the
                contents of this Deed. 

            


    

    


    
      	
              5.2

            	
              Subject
                to payment of the Settlement Sum, Protrust agrees that it shall instruct
                Ashurst LLP to write to Addleshaw Goddard LLP to confirm that the
                judgment
                for the Claimant in default, dated 11 July 2008 is satisfied and
                to
                confirm that Protrust consents to an entry in the Register of Judgments,
                Orders and Fines to that effect. 

            


    

     

    
      	
              6

            	
              Non-admission
                of liability

            


    

    


    It
      is
      expressly agreed and acknowledged by each of the Parties that the execution
      and
      performance of this Deed is not, and will not be presented or construed as,
      any
      admission of any liability on the part of any of the Parties save in respect
      of
      the performance of the terms of this Deed and any obligations arising
      hereunder.

     

    
      	
              7

            	
              Confidentiality

            


    

    


    
      	
              7.1

            	
              Each
                Party covenants that it will keep confidential the contents of this
                Deed
                and the terms of all negotiations entered into between the Parties
                or
                their respective advisors in connection with this Deed, including
                all
                information and documentation generated or obtained (whether received
                in
                writing or orally) by each Party in connection with the dispute and
                such
                negotiations (Confidential
                Information)
                and that it shall not disclose the Confidential Information to any
                other
                person except:

            


    

    


    
      	 	
              (a)

            	
              to
                another of the Parties or members of their respective Groups;
                and/or

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              to
                the Parties’ respective Auditors, legal and financial advisors,
                consultants, bankers and any relevant insurer;
                and/or

            


    

    


    
      	 	
              (c)

            	
              if
                and to the extent required by the law of any relevant jurisdiction;
                and/or

            


    

     

    
      	 	
              (d)

            	
              subject
                to clause 5.1
                above, if and to the extent required by any securities exchange or
                regulatory or governmental body to which that Party is subject or
                submits,
                wherever situated, whether or not the requirement for information
                has the
                force of law;

            


    

    


    
      	 	
              (e)

            	
              where
                full details of this Deed have already come into the public domain
                other
                than as a result of a disclosure by any Party;
                and/or

            


    

    


    
      	 	
              (f)

            	
              to
                enable enforcement of this Deed;
                and/or

            


    

    


    
      	 	
              (g)

            	
              save
                as is set out at (a) to (f) above with the prior written consent
                of the
                other Party to this Deed, such consent not to be unreasonably withheld.
                

            


    

     

    
      	
              7.2

            	
              Each
                Party covenants that neither it nor any member of the Protrust Group
                or
                the PWM Group (respectively) shall make nor permit to be made any
                statements (whether oral or written) which touch upon or concern
                each
                Party's relationship with the other Party or any Associated Company
                of the
                other Party which are critical, adverse, negative or derogatory,
                or which
                might be detrimental to the interests of the other Party and/or any
                Associated Company and/or its or their clients, customers, suppliers,
                employees, consultants, directors and/or
                officers.

            


    

     

    
      	
              8

            	
              Remedies
                and waivers

            


    

    


    No
      delay
      or omission on the part of any of the Parties in exercising any right, power
      or
      remedy provided by law, or under this Deed, shall impair such right, power
      or
      remedy or operate as a waiver thereof, and the single or partial exercise of
      any
      right, power or remedy provided by law, or under this Deed, shall not preclude
      any other or further exercise of it or the exercise of any other right, power
      or
      remedy.

     

    
      	
              9

            	
              Successors
                and assignees

            


    

    


    The
      benefits of this Deed shall enure to the benefit of the successors in title
      and
      assignees of each of the Parties. 

     

    
      	
              10

            	
              Representations

            


    

    


    Each
      of
      the Parties to this Deed represents and warrants to each of the other Parties
      that such Party has the capacity, power and authority to enter into this Deed
      and the obligations assumed by such Party are such Party’s legal and valid
      obligations.

     

    
      	
              11

            	
              Entire
                Agreement

            


    

    


    
      	
              11.1

            	
              This
                Deed constitutes the whole and only agreement between the Parties
                relating
                to the subject matter of this Deed and shall only take effect in
                relation
                to each Party upon its execution of this
                Deed.

            


    

    


    
      	
              11.2

            	
              This
                Deed may only be varied in writing signed by each of the
                Parties.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              12

            	
              Cost
                and expenses

            


    

    


    Each
      Party shall bear its own costs and expenses in relation to the dispute and
      in
      relation to the negotiation, preparation, execution and implementation of this
      Deed.

     

    
      	
              13

            	
              Co-operation

            


    

     

    The
      Parties shall deliver or cause to be delivered such instruments and other
      documents at such times and places as are reasonably necessary or desirable,
      and
      shall take any other action reasonably requested by the other party for the
      purpose of putting this Deed into effect.

     

    
      	
              14

            	
              Invalidity

            


    

    


    If
      at any
      time any provision of this Deed is or becomes illegal, invalid or unenforceable
      in any respect under the law of any jurisdiction, that shall not affect or
      impair:

    


    
      	 	
              (a)

            	
              the
                legality, validity or enforceability in that jurisdiction of any
                other
                provision of this Deed; or

            


    

    


    
      	 	
              (b)

            	
              the
                legality, validity or enforceability under the law of any other
                jurisdiction of that or any other provision of this
                Deed.

            


    

     

    
      	
              15

            	
              Counterparts

            


    

    


    This
      Deed
      may be executed in any number of counterparts, and by the Parties on separate
      counterparts, but shall not be effective until each Party has signed at least
      one counterpart. Each counterpart shall constitute an original of this Deed,
      but
      all the counterparts shall together constitute one and the same instrument.
      

     

    
      	
              16

            	
              Choice
                of governing law and
                jurisdiction

            


    

    


    
      	
              16.1

            	
              This
                Deed shall be governed by, and construed in accordance with, English
                law.

            


    

    


    
      	
              16.2

            	
              The
                Courts of England are to have exclusive jurisdiction to settle any
                dispute
                arising out of, or in connection with, this Deed. Any proceeding,
                suit or
                action arising out of, or in connection with, this Deed shall therefore
                be
                brought in the English courts.

            


    

    


    


    This
      document is executed as a deed and is delivered and takes effect at the date
      written at the beginning of it.

    

      
        	
                Signed
                  as a deed

              	
                )

              	 	 
	
                by
                  Protrust Financial Services Group S.A.

              	
                )

              	 	   

	
                acting
                  by a director

              	
                )

              	 	
                Director

              
	
                in
                  the presence of

              	
                )

              	 	 


      

    

     

    


    ____________________________

    Signature
      of witness

    


    Print
      Name:___________________

     

    Address:

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  Signed
                    as a deed

                	
                  )

                	 	 
	
                  by
                    Premier Wealth Management, Inc.

                	
                  )

                	 	   

	
                  acting
                    by a director

                	
                  )

                	 	
                  Director

                
	
                  in
                    the presence of

                	
                  )

                	 	 


        

      

       

    

    


    
      ____________________________

      Signature
        of witness

      


      Print
        Name:___________________

       

      Address:


    

    


    
      
        

          
            	
                    Signed
                      as a deed

                  	
                    )

                  	 	 
	
                    by
                      Master Trust S.A.

                  	
                    )

                  	 	   

	
                    acting
                      by a director

                  	
                    )

                  	 	
                    Director

                  
	
                    in
                      the presence of

                  	
                    )

                  	 	 


          

        

         

      

      


      
        ____________________________

        Signature
          of witness

        


        Print
          Name:___________________

         

        Address:

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

    


    SCHEDULE

    IRREVOCABLE
      STOCK POWER

    


    


    FOR
      VALUE RECEIVED,
      the
      undersigned does hereby irrevocably sell, assign and transfer to: Premier Wealth
      Management, Inc., a corporation formed under the laws of the State of Delaware
      and formerly known as Tally Ho Ventures, Inc. (the “Company”), One Million Five
      Hundred Thousand (1,500,000) shares of the Common Stock of Premier Wealth
      Management, Inc. standing in his, hers or its name(s) on the books of said
      corporation represented by Certificate No(s) __ herewith,
      and do hereby irrevocably constitute and appoint
      __________________________________________as
      attorney to transfer the said stock on the books of said Corporation with full
      power of substitution in the premises.

    

      
        	
                (if
                  Shareholder is a Corporation)

              	 	 	
                (if
                  Shareholder is an individual)

              
	 	 	 	 	 	 	 	 
	
                 

              	 	  	 	 	 	 	 
	
                        
                  

              	 	 	 	 
	
                (Name,
                  type of entity, and state of organization)

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                By:

              	       
	 	 	
                Signature:
                  

              	    

	 	 	 	 	 	 	 	 
	
                Print
                  Name: 

              	  
	 	 	
                Print
                  Name:

              	    

	 	 	 	 	 	 	 	 
	
                Title:

              	   
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Dated

              	
                October
                  __, 2008

              	 	 	
                Dated

              	____________________________,
                2008


      

    

     

    


    NOTARY/APOSTILE
      OR MEDALLION SIGNATURE GUARANTEE:

     

     

     

      
        

      

    

     

     

    
      
        
        

      

      
        8