Exhibit
      14


CODE
      OF
      BUSINESS CONDUCT AND ETHICS


OF


TALLY
      HO
      VENTURES


.


EFFECTIVE
      DATE: October 12, 2005




**INTRODUCTION**




Tally
      Ho
      Ventures. expects that directors, officers and employees will conduct themselves
      ethically and properly as a matter or course and comply with the guidelines
      set
      forth below.




This
      Code
      of Business Conduct and Ethics (this "Code") is prepared, in large part, due
      to
      the requirements of the Sarbanes-Oxley Act of 2002 and rules of New York Stock
      Exchange, NASD Stock Market and/or any exchange upon which the Company's stock
      may be traded and is applicable to Tally Ho Ventures. and all direct and
      indirect U.S. Subsidiaries (hereinafter referred to collectively as the
      "Company"). Directors, officers and employees of foreign subsidiaries are also
      expected to act properly and consistent with country-specific guidelines
      developed for such subsidiaries.




This
      Code
      exists to provide the Company's directors, officers, employees, shareholders,
      suppliers and members of the general public with an official statement as to
      how
      the Company conducts itself internally and in the marketplace and certain
      standards that the Company shall require of its directors, officers and
      employees.




The
      Company's Compliance Officer on the Effective Date of this Code is Peter Smith
      and the term "Compliance Officer", as used in this Code, refers to the Company's
      current Compliance Officer and any subsequent person appointed to that
      office.




**PURPOSE**




This
      Code
      is intended to provide a codification of standards that is reasonably designed
      to deter wrongdoing and to promote the following:




o
      Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




o
      Full,
      fair, accurate, timely and understandable disclosure in reports and documents
      that the Company files with, or submits to, the Securities and Exchange
      Commission (the "SEC") and in other public communications made by the
      Company;




o
      Compliance with applicable governmental laws, rules and
      regulations;




o
      The
      prompt internal reporting to an appropriate person or persons identified in
      this
      Code for violations of this Code; and




o
      Accountability for adherence to this Code.





**SCOPE**




This
      Code
      applies to the Company's Chairman of the Board, Chief Executive Officer, Chief
      Financial Officer, Controller and persons performing similar functions as well
      as to all directors, officers and employees of the Company. As used herein,
      the
      term "employees" shall be deemed to include each of the foregoing persons unless
      specifically stated otherwise or unless the context clearly indicates
      otherwise.




**POLICY
      PROVISIONS**




Under
      this Code, all directors, officers (including the Company's Chairman of the
      Board, Chief Executive Officer, Chief Financial Officer, Controller and persons
      performing similar functions) and employees are expected to conduct business
      for
      the Company in the full spirit of honest and lawful behavior and shall not
      cause
      another director, officer, employee or non-employee to act otherwise, either
      through inducement or coercion.




I.
      CONFLICTS OF INTEREST AND OTHER MATTERS




Conflicts
      of interest may arise when an employee's position or responsibilities with
      the
      Company present an opportunity for personal gain apart from the normal
      compensation provided through employment. The following guidelines are
      provided:




A.
      PROTECTION AND PROPER USE OF COMPANY FUNDS AND ASSETS




The
      assets of the Company are much more than its properties, facilities, equipment,
      corporate funds and computer systems; they include technologies and concepts,
      business strategies and plans, as well as information about its business. These
      assets may not be improperly used and/or used to provide personal benefits
      for
      employees. In addition, employees may not provide outside persons with assets
      of
      the Company for the employee's personal gain or in such a manner as to be
      detrimental to the Company. Employees should protect the Company's assets and
      ensure their efficient and proper use. Theft, carelessness and waste have a
      direct impact on the Company's profitability. All Company assets should be
      used
      for legitimate business purposes.




B.
      CONFIDENTIAL INFORMATION




As
      part
      of an employee's job, he/she may have access to confidential information about
      the Company, its employees, agents, contractors, customers, suppliers and
      competitors. Unless released to the public by management, this information
      should not be disclosed to fellow employees who did not have a business need
      to
      know or to non-employees for any reason, except in accordance with established
      corporate procedures. Confidential information of this sort includes, but is
      not
      limited to, information or data on operations, business strategies and growth,
      business relationships, processes, systems, procedures and financial
      information.




C.
      OUTSIDE FINANCIAL INTERESTS INFLUENCING AN EMPLOYEE'S DECISIONS OR
      ACTIONS




Employees
      should avoid any outside financial interest that might influence their decisions
      or actions on matters involving the Company or its businesses or property.
      Such
      interests include, among other things: (i) a significant personal or immediate
      family interest in an enterprise that has significant business relations with
      the Company; or (ii) an enterprise or contract with a supplier, service-provider
      or any other company or entity where the employee or a member of the immediate
      family of the employee is a principal or financial beneficiary other than as
      an
      employee. All such interests should be disclosed by the employee to the
      Company's Compliance Officer.





D.
      OUTSIDE ACTIVITIES HAVING NEGATIVE IMPACT ON JOB PERFORMANCE




Employees
      should avoid outside employment or activities that would have a negative impact
      on their job performance with the Company, or which are likely to conflict
      with
      their job or their obligations to the Company.




E.
      BUSINESS OPPORTUNITIES; COMPETITIVE INTERESTS; CORPORATE
      OPPORTUNITIES




No
      employee may enter into any contract or arrangement, own any interest or be
      a
      director, officer or consultant in or for an entity which enters into any
      contract or arrangement (except for the ownership of non-controlling interests
      in publicly-traded entities) with the Company for the providing of services
      to
      the Company unless and until the material facts as to the relationship or
      interest and the contract or transaction are fully disclosed to the Company's
      Compliance Officer and, if approved by the Company, the Company's Compliance
      Officer shall provide written confirmation of the approval of said contract
      or
      transaction.




Employees
      owe a duty to the Company to advance its legitimate interests when the
      opportunity arises to do so. Employees should refrain from and shall be
      prohibited from: (i) taking for themselves or for their personal benefit
      opportunities that could advance the interests of the Company or benefit the
      Company when such opportunities are discovered through the use of Company
      property, information or position; (ii) using Company property, information
      or
      position for personal gain; or (iii) competing with the Company.




II.
      DEALING WITH SUPPLIERS, CUSTOMERS AND OTHER EMPLOYEES




The
      Company obtains and keeps its business because of the quality of its operations.
      Conducting business, however, with other employees, suppliers and customers
      can
      pose ethical or even legal problems. The following guidelines are intended
      to
      help all employees make the appropriate decision in potentially difficult
      situations.




A.
      BRIBES
      AND KICKBACKS




No
      employee of the Company may ever accept or pay bribes, kickbacks or other types
      of unusual payments from or to any organization or individual seeking to do
      business with, doing business with or competing with the Company.




B.
      GIFTS




Employees
      may accept gifts or entertainment of nominal value as part of the normal
      business process if public knowledge of the employee's acceptance could cause
      the Company no conceivable embarrassment. Even a nominal gift and/or
      entertainment should not be accepted if it might appear to an observer that
      the
      gift and/or entertainment would influence the employee's business decisions.
      The
      term "nominal value" applies to the amount of the gift and/or its
      frequency;




i.e.,
      frequent gifts, even if of nominal value, are unacceptable. The term
      "entertainment" includes, but is not limited to, meals, charitable and sporting
      events, parties, plays and concerts. If you have any questions about the
      acceptance of entertainment or gifts, ask the Company's Compliance Officer
      for
      advice.





C.
      TRAVEL
      AND ENTERTAINMENT EXPENSES




Employees
      must comply with the Company's policy on travel and entertainment expenses
      as
      set forth in the Company's policies and procedures, as the same may be amended
      or supplemented from time to time.




D.
      RELATIONS WITH GOVERNMENT PERSONNEL




The
      Company will not offer, give or reimburse expenses for entertainment or
      gratuities (including transportation, meals at business meetings or tickets
      to
      sporting or other events) to government officials or employees who are
      prohibited from receiving such by applicable government
      regulations.




E.
      PAYMENTS TO AGENTS, CONSULTANTS, DISTRIBUTORS, CONTRACTORS




Agreements
      with agents, sales representatives, distributors, contractors and consultants
      should be in writing and should clearly and accurately set forth the services
      to
      be performed, the basis for earning the commission or fee involved and the
      applicable rate or fee. Payments should be reasonable in amount and not
      excessive in light of the practice in the trade and commensurate with the value
      of services rendered.




F.
      FAIR
      DEALING




Each
      employee should endeavor to deal fairly with the Company's customers, suppliers,
      competitors and other employees.




III.
      BOOKS AND RECORDS




False
      or
      misleading entries shall not be made in any reports, ledgers, books or records
      of the Company nor shall any misrepresentation be made regarding the content
      thereof. No employee may engage in an arrangement that in any way may be
      interpreted or construed as misstating or otherwise concealing the nature or
      purpose of any entries in the books and records of the Company. No payment
      or
      receipt on behalf of the Company may be approved or made with the intention
      or
      understanding that any part of the payment or receipt is to be used for a
      purpose other than that described in the documents supporting the
      transaction.




IV.
      COMPETITIVE PRACTICES




In
      business, it is inevitable that the Company and its competitors will meet and
      talk from time to time; this is neither against the law nor to be avoided.
      What
      will not be tolerated is collaboration with competitors in violation of the
      law
      on such things as pricing, production, marketing, inventories, product
      development, sales territories and goals, market studies and proprietary or
      confidential information.




As
      a
      vigorous competitor in the marketplace, the Company seeks economic knowledge
      about its competitors; however, it will not engage in illegal acts to acquire
      a
      competitor's trade secrets, financial data, information about company
      facilities, technical developments or operations.





V.
      POLITICAL ACTIVITIES & CONTRIBUTIONS




The
      Company encourages each of its employees to be good citizens and to participate
      in the political process. Employees should, however, be aware that:




(1)
      federal law and the statutes of some states in the U.S. prohibit the Company
      from contributing, directly or indirectly, to political candidates, political
      parties or party officials; and (2) employees who participate in partisan
      political activities should ensure that they do not leave the impression that
      they speak or act for the Company.




VI.
      COMPLIANCE WITH LAWS, RULES AND REGULATIONS




The
      Company proactively promotes compliance by all employees with applicable laws,
      rules and regulations of any governmental unit, agency or divisions thereof
      and
      the rules and regulations of the New York Stock Exchange, The NASD Stock Market
      and/or any exchange upon which the Company's stock may be traded. The Company
      requires its employees to abide by the provisions of applicable law on trading
      on inside information and all employees of the Company are directed to refrain
      from trading in the Company's stock based on inside information. The Company
      requires its employees to abide by applicable law and the Company's procedures
      with respect to periods of time within which all or some cross-section of the
      Company's employees will be prevented from trading in the Company' stock. The
      Company requires its employees to abide by applicable law and the Company's
      policies with respect to disclosures of material non-public information
      (Regulation FD).




VII.
      PROTECTION OF EMPLOYEES FROM REPRISAL FOR WHISTLEBLOWING "WHISTLEBLOWING
      POLICY")




A.
      PURPOSE




To
      encourage employees to report Alleged Wrongful Conduct.




To
      prohibit supervisory personnel from taking Adverse Personnel Action against
      a
      Company employee as a result of the employee's good faith disclosure of Alleged
      Wrongful Conduct to a Designated Company Officer or Director or to the Company's
      Audit Committee. An employee who discloses and subsequently suffers an adverse
      Personnel Action as a result is subject to the protection of this Whistle
      blowing Policy.




B.
      APPLICABILITY




All
      employees of the Company who disclose Alleged Wrongful Conduct, as defined
      in
      this Whistle blowing Policy, and, who, as a result of the disclosure, are
      subject to an Adverse Personnel Action.




C.
      WHISTLEBLOWING POLICY




All
      employees of the Company are encouraged promptly to report Alleged Wrongful
      Conduct. No Adverse Personnel Action may be taken against a Company employee
      in
      Knowing Retaliation for any lawful disclosure of information to a Designated
      Company Officer or Director or to the Company's Audit Committee, which
      Information the employee in good faith believes evidences: (i) a violation
      of
      any law; (ii) fraudulent or criminal conduct or activities; (iii) questionable
      accounting or auditing matters or matters; (iv) misappropriation of Company
      funds; or (v) violations of provisions of this Code (such matters being
      collectively referred to herein as "Alleged Wrongful Conduct").





No
      supervisor, officer, director, department head or any other employee with
      authority to make or materially influence significant personnel decisions shall
      take or recommend an Adverse Personnel Action against an employee in Knowing
      Retaliation for disclosing Alleged Wrongful Conduct to a Designated Company
      Officer or Director or to the Company's Audit Committee.




D.
      DEFINITIONS




In
      addition to other terms as defined above, the terms set forth on EXHIBIT A
      attached hereto shall have the meanings set forth thereon for purposes of this
      Whistle blowing Policy.




E.
      MAKING
      A DISCLOSURE




An
      employee who becomes aware of Alleged Wrongful Conduct is encouraged to make
      a
      Disclosure to a Designated Company Officer or Director or to the Company's
      Audit
      Committee as soon as possible.




F.
      LEGITIMATE EMPLOYMENT ACTION




This
      Whistle blowing Policy may not be used as a defense by an employee against
      whom
      an Adverse Personnel Action has been taken for legitimate reasons or cause.
      It
      shall not be a violation of this Whistle blowing Policy to take Adverse
      Personnel Action against an employee whose conduct or performance warrants
      that
      action separate and apart from the employee making a disclosure.




G.
      WHISTLEBLOWING STATUTES




An
      employee's protection under this Whistle blowing Policy is in addition to any
      protections such employee may have pursuant to any applicable state or federal
      law and this Whistle blowing Policy shall not be construed as limiting any
      of
      such protections.




VIII.
      AUDIT COMMITTEE PROCEDURES - RECEIPT, RETENTION AND TREATMENT OF COMPLAINTS
      REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR AUDITING
      MATTERS




Pursuant
      to the requirements of the Sarbanes-Oxley Act of 2002, the Company's Audit
      Committee (and in absence of an Audit Committee, the Company's Board of
      Directors) has established the following procedures for the receipt, retention
      and treatment of complaints by Company employees regarding the Company's
      accounting, internal accounting controls or auditing matters.




A.
      PURPOSE




To
      promote and encourage Company employees to report complaints, problems or
      questionable practices relative to accounting, internal accounting controls
      or
      auditing matters (collectively referred to herein as "Accounting
      Concerns").




B.
      APPLICABILITY




All
      employees of the Company.





C.
      PROCEDURES




Any
      Company employee who has, knows of or has reason to know or suspect the
      existence of any Accounting Concern is encouraged to report such Accounting
      Concern, promptly and in writing, to the Company's Compliance Officer and the
      Audit Committee (and in the absence of the Audit Committee, the Company's Board
      of Directors) at the following address:




Compliance
      Officer




Tally
      Ho
      Ventures.




115
      route
      d' Arlon, L-8311




Capellen




Luxembourg




with
      a
      copy to:




Chairman
      of the Board of Directors




Tally
      Ho
      Ventures.




115
      route
      d' Arlon, L-8311




Capellen




Luxembourg




Submissions
      by Company employees of Accounting Concerns may be signed by the employee or
      may
      be anonymous. Submissions by Company employees of Accounting Concerns should
      be
      sufficiently detailed so as to provide the necessary information to the
      Company's Audit Committee as to the nature of the Accounting Concerns, the
      violation or potential violation of any federal or state law or regulation
      or
      the nature of any questionable accounting or auditing practice or matter.
      Company employees are encouraged to include as much factual data as possible
      in
      any submissions of Accounting Concerns and Company employees shall not utilize
      the submission of an Accounting Concern for the sole purpose of harassing
      another Company employee or officer. Submissions by Company employees of
      Accounting Concerns shall be copied by the Compliance Officer's Administrative
      Assistant and retained in a file entitled "Accounting Concerns Report File"
      to
      be kept separate from the files of the Company's Accounting
      Department.




The
      Chairman of the Audit Committee (or in the absence of an Audit Committee, the
      Chairman of the Board of Directors) shall review and investigate or cause to
      be
      investigated each submission by Company employees of Accounting Concerns that
      suggests any violation of Company policies, violation of any federal or state
      laws or regulations or any questionable accounting or auditing practice or
      matter. The Chairman of the Audit Committee (or in the absence of an Audit
      Committee, the Chairman of the Board of Directors) may utilize the services
      of
      the Company's outside legal counsel in any such investigations. In the event
      the
      Chairman of the Audit Committee (or in the absence of an Audit Committee, the
      Chairman of the Board of Directors) shall determine that any Accounting Concern
      is of sufficient veracity and significance so as to mandate any action by the
      Company, the Chairman of the Audit Committee (or in the absence of an Audit
      Committee, the Chairman of the Board of Directors) shall report the Accounting
      Concern to the Audit Committee and, if necessary, to the Company's Board of
      Directors with a recommendation as to specific action to be taken. In extreme
      cases where an Accounting Concern has been reported that involves a violation
      or
      potential violation of federal or state laws or regulations and the Chairman
      of
      the Audit Committee (or in the absence of an Audit Committee, the Chairman
      of
      the Board of Directors) has determined that such report is accurate or that
      sufficient evidence exists to create a significant concern as to whether such
      violation has occurred or will occur, the Chairman of the Audit Committee (or
      in
      the absence of an Audit Committee, the Chairman of the Board of Directors)
      may
      report such Accounting Concern to the appropriate government authority.





D.
      PROTECTIONS




Company
      employees who submit reports of Accounting Concerns shall be entitled to the
      protection of the Whistle blowing Policy set forth above.




IX.
      PUBLIC COMPANY REPORTING




As
      a
      public company, it is important that the Company's filings with the SEC and
      other public disclosures of information be complete, fair, accurate and timely.
      An employee, officer or director of the Company may be called upon to provide
      necessary information to ensure that the Company's public reports are complete,
      fair and accurate. The Company expects each Company employee, officer and
      director to take this responsibility seriously and to provide prompt, complete,
      fair and accurate responses to inquiries with respect to the Company's public
      disclosure requirements. With respect to the Company's employees, officers
      and
      directors who may be participating in the preparation of reports, information,
      press releases, forms or other information to be publicly disclosed through
      filings with the SEC or as mandated by the SEC, such employees, officers and
      directors are expected to use their diligent efforts to ensure that such
      reports, press releases, forms or other information are complete, fair, accurate
      and timely.




X.
      COMPLIANCE AND DISCIPLINE




All
      Company employees are required to comply with this Code. Employees are expected
      to report violations of this Code and assist the Company, when necessary, in
      investigating violations. All department heads, managers and supervisors are
      charged with the responsibility of supervising their employees in accordance
      with this Code.




Failure
      to comply with this Code will result in disciplinary action that may include
      suspension, termination, referral for criminal prosecution and/or reimbursement
      to the Company for any losses or damages resulting from the violation. The
      Company reserves the right to terminate any employee immediately for a single
      violation of this Code.




All
      employees of the Company may be asked from to time to reaffirm their
      understanding of and willingness to comply with this Code by signing an
      appropriate certificate (see Appendix A).




XI.
      ADOPTION, AMENDMENT AND WAIVER




A.
      ADOPTION AND AMENDMENT




This
      Code
      has been adopted by the Company's Board of Directors and may be changed, altered
      or amended at any time. The interpretation of any matter with respect to this
      Code by the Board of Directors shall be final and binding.





B.
      WAIVER




Waivers
      of the provisions of this Code may be granted or withheld from time to time
      by
      the Company in its sole discretion. Waivers are only effective if set forth
      in
      writing after full disclosure of the facts and circumstances surrounding the
      waiver. Waivers for the benefit of directors and executive officers must be
      approved by the Board of Directors and will be publicly disclosed by the
      Company. All other waivers may be approved by the Compliance Officer and may
      be
      publicly disclosed by the Company.




**NO
      EMPLOYMENT CONTRACT**




Nothing
      contained herein shall be construed as limiting the Company's right to terminate
      an employee immediately for any reason. This Code does not provide any
      guarantees of continued employment, nor does it constitute an employment
      contract between the Company and any employee.




**APPENDIX
      A**




**EMPLOYEE
      STATEMENT**




I
      acknowledge having received a copy of the Company's Code of Business Conduct
      and
      Ethics. I have read it completely and I understand that the Code applies to
      me.
      I understand the Code does not constitute an employment contract and I agree
      to
      comply fully with each of the provisions of the Code, including such changes
      to
      the Code as the Company may announce from time to time. I have reviewed with
      my
      department head or the Compliance Officer any matters concerning ownership
      or
      other activities which are required to be disclosed to the Company by the
      Code.




**Employee
      Name _________________________________________________**




**Employee
      Signature ____________________________________________**




**Date
      __________________________________________________________**




**EXHIBIT
      A**




**DEFINED
      TERMS -- WHISTLEBLOWING POLICY**




1.
      "Adverse Personnel Action": an employment-related act or decision or a failure
      to take appropriate action by a supervisor or higher level authority which
      affects an employee negatively as follows:




(a)
      Termination of employment;




(b)
      Demotion;




(c)
      Suspension;




(d)
      Written reprimand;




(e)
      Retaliatory investigation;




(f)
      Decision not to promote;




(g)
      Receipt of an unwarranted performance rating;




(h)
      Withholding of appropriate salary adjustments;





(i)
      Elimination of the employees' position, absent an overall reduction in work
      force, reorganization, or a decrease in or lack of sufficient funding, monies,
      or work load; or





(j)
      Denial of awards, grants, leaves or benefits for which the employee is then
      eligible.




2.
      "Disclosure": oral or written report by an employee to a Designated Company
      Officer or Director or to the Company's Audit Committee of Alleged Wrongful
      Conduct.




3.
      "Knowing Retaliation": An Adverse Personnel Action taken by a supervisor or
      other authority against an employee where such employee's prior disclosure
      of
      Alleged Wrongful Conduct is a direct or indirect reason or basis for the Adverse
      Personnel Action.




4.
      "Designated Company Officer or Director": The Company's Compliance Officer,
      any
      executive officer of the Company of the level of Senior Vice President or above
      and any member of the Company's Board of Directors.