**EXHIBIT
      10.1**




**FRANCHISE
      AGREEMENT**




This
      agreement is entered in to on the Fifteenth day of December in the year Two
      Thousand and Five.




**BETWEEN**




1.
      TALLY-HO VENTURES, INC., a publicly listed company on NASD OTCBB incorporated
      under the laws of the State of Delaware, United States of America and having
      its
      administrative office at 115 Route d' Arlon, L-8311 Capellen,
      Luxembourg




[Hereinafter
      referred to as THOV] represented by Peter James Smith, Chief Executive Officer
      AND




2.
      AFFINITY TRUST S A, a company incorporated under the laws of Luxembourg. and
      having its registered office at 19 Rue Aldringen, L- 2018
      Luxembourg




[Hereinafter
      referred to as AFFT] represented by Roy Childs , Chief Executive
      Officer




**WHEREAS**




THOV
      holds 100% share capital of BELGRAVIA INTERVEST GROUP LIMITED, a company
      registered under the laws of British Virgin Islands and having its
      administrative office address at 115 Route d' Arlon, L-8311 Capellen,
      Luxembourg




[Hereinafter
      referred to as BIG] AND




BIG
      has
      agency with several investment and insurance providers to introduce clients
      on
      commission basis AND




AFFT
      intends to purchase franchise rights from BIG to place business with all
      investment and insurance providers with whom BIG has agency AND




THOV
      intends to sell the franchise rights from BIG to AFFT under the following among
      other




**TERMS
      AND CONDITIONS:**




1.
      THOV
      offers to give out on lease the agencies and terms of business that are owned
      by
      its wholly owned subsidiary BIG to AFFT for a period of 5 years with an option
      to acquire the title of such agencies at the end of the lease
      period.




2.
      THOV
      confirms the receipt of USD 100,000 from AFFT as of today towards advance
      deposit which is to be considered as part payment; and AFFT is at liberty to
      conduct any due diligence checks to their satisfaction on THOV and BIG until
      15th March 2006, on which date AFFT has to make payment of the first instalment
      as per the clauses herein below.




3.
      AFFT
      is at liberty to place business under the agency of BIG with effect from the
      date of this agreement.




4.
      THOV
      is at liberty to conduct due diligence check on all business placed by
      AFFT.





5.
      Any
      business processed by AFFT which is against the terms of business between BIG
      and the providers shall be withdrawn by BIG and THOV is it liberty to act on
      behalf of BIG to the best interest of the maintenance of terms of business
      between BIG and providers.




6.
      All
      Initial Commission, Override Commission and Renewal Commission received by
      BIG
      on any business placed by AFFT shall be transferred to the bank accounts of
      AFFT
      or as per their instructions within 10 days of receipt by BIG.




7.
      Upon
      payment of 60th instalment or complete the payment of USD 6, 000,000 AFFT shall
      be entitled to get the agencies transferred to their name. THOV shall execute
      a
      no objection letter authorising the transfer of the agencies to AFFT. It shall
      be the responsibility of AFFT to get the actual transference executed on the
      books of the providers and THOV shall not have any responsibility for delay
      or
      refusal on the part of the providers to transfer the agencies.




8.
      AFFT
      shall be held responsible for any claw-back of commission on the business
      processed by them during or after the 12 month period.




9.
      In the
      event of AFFT's failure to pay one or more of the instalments as per this
      agreement, THOV shall be at liberty to set off any commission due to AFFT
      towards the instalment before making the payment to AFFT.




10.
      In
      the event of failure on the part of THOV to transfer any commission as per
      this
      agreement, AFFT shall be at liberty to set off the commission again the
      instalments due to THOV.




11.
      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.




12.
      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.




13.
      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 Luxemborg.





--------------------------
                ----------------------
              Peter
                James Smith Roy Childs
              Chief
                Executive Officer Authorised Signatory
              Tally
                Ho Ventures Inc Affinity Trust