**EXHIBIT
      10.2**




**PRIVATE
      AND CONFIDENTIAL**




To:
      The
      Directors




Protrust
      Financial Services Group SA (the "Vendor") Via Frasca 5




PO
      Box
      5237




CH-6901
      Lugano




Switzerland




**HEADS
      OF AGREEMENT**




November
      29 2005




**Subject
      to Contract**




Dear
      Sirs,




RE:
      Proposed acquisition of the entire issued share capital of Protrust Private
      Clients SA (the "Target")




We
      set
      out below the basis upon which Tally Ho Ventures Inc (the "Purchaser"), would
      be
      prepared (subject to contract) to purchase the whole of the issued share capital
      of the Target (the "Acquisition").




For
      the
      avoidance of doubt this letter is not intended to create legal relations between
      the parties save that paragraphs 3 and 4 shall be legally binding on the parties
      and enforceable in the courts of England in accordance with paragraph
      5.2.




1.
      CONSIDERATION




The
      price
      payable for the issued share capital of the Target is US$ 8 million (eight
      million US dollars) (the "Consideration"). Completion will be subject only
      to
      satisfactory due diligence, agreement of legal documentation and approval by
      the
      board of the Purchaser.




The
      Consideration will be satisfied as follows:




1.1
      US$ 4
      million (four million US dollars) in cash payable in the following
      manner:




(a)
      US$ 2
      million (two million US dollars) to be paid on completion; and





(b)
      US$ 2
      million (two million US dollars) to be paid within 3 calendar months of
      completion; and




1.2
      the
      issue to the Vendor of 800,000 duly authorized and fully paid shares of common
      stock in the capital of Tally Ho Ventures Inc. (the "Consideration Stock").
      The
      Consideration Stock will be duly and validly issued on completion, registered
      for sale under the Securities Act 1933 and will be eligible for immediate public
      resale in the United States and will not constitute restricted securities.
      All
      necessary NASDAQ approvals for the listing of the Consideration Stock to be
      obtained prior to completion.




The
      Purchaser will either:




(a)
      enter
      into an agreement on completion under which it will be obliged, on request
      by
      the Vendor at any time after the first anniversary of completion, to purchase
      all of the Consideration Stock from the Vendor at a fixed price of US$5 (five
      US
      dollars) per share of common stock or the market value of the Consideration
      Stock if higher. Such repurchase obligation to be guaranteed by a reputable
      United States bank; or




(b)
      arrange for a put option in favour of the Vendor with a reputable United States
      financial institution to be placed over the Consideration Stock on completion
      at
      a fixed price of US$5 (five US dollars) per share of common stock, such option
      to be exercisable at any time after the first anniversary of
      completion.




2.
      DUE
      DILIGENCE




The
      parties will exchange information and provide any and all due diligence and/or
      any other documentary information requested by the Purchaser or the
      Vendor.




3.
      CONFIDENTIALITY




The
      matters contemplated by this letter are to be treated in the strictest
      confidence and should not be disclosed to any person whatsoever (save to the
      extent required by law or by the rules and requirements of any applicable
      regulatory body) without the prior written consent of the other party hereto.
      In
      the event that the Acquisition is not completed, the Purchaser undertakes that
      it will not disclose or make use of, for its own benefit, any of the information
      of a confidential nature relating to the Target or the Vendor which has been
      disclosed to the Purchaser. The provisions of this paragraph 3 do not apply
      to
      any information which is publicly available at the time of disclosure unless
      disclosed through breach of this undertaking nor does it apply to any
      information disclosed by the parties to the extent that disclosure is required
      by law or any regulation.





4.
      COSTS




Save
      as
      expressly set out in this letter, both the Vendor and the Purchaser agree to
      bear their own legal, accountancy and other costs and expenses incurred in
      connection with the negotiation, preparation and implementation of this letter
      and the Acquisition.




5.
      GOVERNING LAW AND JURISDICTION




5.1
      This
      letter (and any dispute, controversy, proceedings or claim of whatever nature
      arising out of or in any way relating to this letter or its formation) shall
      be
      governed by and construed in accordance with English law.




5.2
      Each
      of the parties to this letter irrevocably agrees that the courts of England
      shall have exclusive jurisdiction to hear and decide any suit, action or
      proceedings, and/or to settle any disputes, which may arise out of or in
      connection with this letter (respectively, "Proceedings" and "Disputes") and,
      for these purposes, each party irrevocably submits to the jurisdiction of the
      courts of England.




5.3
      Without prejudice to any other permitted mode of service the parties agree
      that
      service of any claim form, notice or other document for the purpose of any
      Proceedings begun in England shall be duly served upon it if delivered
      personally or sent by registered post, in the case of:




(a)
      the
      Vendor to Protrust Financial Services Group SA, Via Frasca 5, PO Box 5237,
      CH-6901, Lugano, Switzerland (marked for the attention of Alex Bell);
      and




(b)
      the
      Purchaser to Tally Ho Ventures Inc, 410 Park Avenue, 15th Floor, New York,
      NY
      10022, USA




or
      such
      other person and address in as the parties shall notify to the other from time
      to time.




Yours
      faithfully,




Peter
      James Smith




an
      authorised representative on behalf of




**TALLY
      HO VENTURES INC**




We
      confirm our acceptance to the terms of this letter by signing a copy of this
      letter.




Alex
      Bell




Authorised
      representative on behalf of




**PROTRUST
      FINANCIAL SERVICES GROUP SA**