Exhibit 10.5

                            REORGANISATION AGREEMENT

THIS  REORGANISATION  AGREEMENT  IS DATED THE SIXTH DAY OF SEPTEMBER IN THE YEAR
TWO THOUSAND AND SIX


BETWEEN


         MR. EMMANUEL WOLF,  Belgian National,  having his place of residence at
         boulevard  Royal,  25A,  L2449  Luxembourg,  Grand Duchy of  Luxembourg
         (hereinafter referred to as EW);


         FINANCIERE  WOLF  SARL a company  incorporated  under the laws of Grand
         Duchy of  Luxembourg  with  register  number  B-1085.80  and having its
         registered office at 43 route d'Arlon, L-8009 Strassen,  Grand Duchy of
         Luxembourg  (hereinafter referred to as FW); (EW and FW are hereinafter
         collectively referred to as the Seller)


AND


         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 (hereinafter
         referred to as the Buyer).


         MASTER FINANCE  HOLDINGS SA, a company  incorporated  under the laws of
         Grand Duchy of Luxembourg with register number B-110.898 and having its
         registered office at 115 route d'Arlon, L-8311 Capellen, Grand Duchy of
         Luxembourg (hereinafter referred to as the Company)



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WHEREAS

A.       THE PARTIES  hereinabove  have entered into a Share Purchase  Agreement
         dated September 28, 2005 (hereinafter referred to as SPA)

B.       THE PARTIES  hereinabove  have amended the SPA by subsequent  amendment
         agreements dated October 21, 2005,  November 4, 2005, December 1, 2005,
         January  11,  2006 and April 6, 2006.  (hereinafter  referred to as the
         First Amendment,  Second Amendment,  Third Amendment,  Fourth Amendment
         and Fifth Amendment  respectively and  collectively  refereed to as the
         Amendments);

C.       THE PARTIES hereinabove have agreed on July 6th, 2006 to reorganise the
         SPA and the  Amendments  thereto  based on the events and  developments
         after the  execution  of the SPA,  but  before  the  execution  of this
         Agreement;

D.       THE PARTIES have therefore  decided to put in writing the amended terms
         to the SPA under the form of the present Reorganisation Agreement.

THE PARTIES AGREE AS FOLLOWS:

1.       INTERPRETATION

1.1      "ACCOUNTS"  means  the  audited  financial  statements  of the  Company
         corresponding  to the rules set forth in the Luxembourg or Belgium laws
         as the  case  may be as at and for the  financial  period  ended on the
         Accounts Date;

1.2      "COMPANY"  means MASTER  FINANCE  HOLDINGS  SA, a company  owning 12285
         shares out of the total 14250  shares of MASTER  FINANCE  EUROPE SA and
         400 shares of MASTER FINANCE  BELGIUM SA, being 100% of the total share
         capital;

1.3      "SUBSIDIARIES"   means   MASTER   FINANCE   BELGIUM   S.A.,  a  company
         incorporated  with  register  number  0862.336.928  under  the  laws of
         Belgium  and  having its  registered  office at Avenue  Eugene  Plasky,
         140b/11,  1030  Brussels,  Belgium and MASTER  FINANCE  EUROPE  S.A., a
         company  incorporated  with register  number B109.101 under the laws of
         Grand Duchy of Luxembourg and having its registered office at 115 route
         d'Arlon, L-8311 Capellen, Grand Duchy of Luxembourg.

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2.       RECTIFICATION OF ERRORS APPARENT ON THE FACE OF THE RECORDS

2.1      The Buyer  states that the name of the buyer  appearing  on the SPA was
         stated so by the Buyer  therein  based on the then  existing  plans the
         Buyer had,  to change its name to  BELGRAVIA  TRUST,  INC.,  and due to
         matters  beyond the control of the Buyer,  the Buyer had to revoke such
         process of change of name to BELGRAVIA TRUST, INC., and therefore,  the
         name of the Buyer as per the SPA and the Amendments  need to be amended
         and read as TALLY-HO VENTURES, INC. henceforth.

2.2      Based on the  statement  of the Buyer at clause  2.1  hereinabove,  the
         Sellers  hereby  express  their  consent to alter the name of the Buyer
         appearing on the Shareholders  Register and other related  documents to
         TALLY-HO VENTURES, INC.

2.3      Irrespective  of any statements  contained in the SPA or the Amendments
         thereto or any other documents that define the relationship between the
         parties herein or correspondence  between the parties,  all the parties
         herein  irrevocably  agree and consent that the name and address of the
         Buyer shall be as per this  Agreement  and any other name or address or
         registration  details  attributed to the Buyer stated  elsewhere  shall
         become amended accordingly with immediate effect.

2.4      The  amendment of name,  address and  registration  particulars  as per
         clause  2.3  shall  not  affect  the  validity  of such  documents  for
         whatsoever reasons.

3.       CONFIRMATION OF PARTIAL EXECUTION

3.1      The  Sellers  acknowledge  the receipt of  consideration  stated as per
         clause 1.1 and 1.2 of  Article 1 of the SPA and the Buyer  acknowledges
         the receipt of the  consideration  shares as defined in Article 1 and 2
         of the SPA and both the parties confirm that Article 1 and Article 2 of
         the SPA are complete.

3.2      The Sellers and Buyer agree and consent that pursuant to the completion
         of Article 1 and 2 and consent of the related parties thereto,  Article
         2BIS of the SPA has become inoperative and obsolete.

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3.3      Article 3 of the SPA shall  stand  amended  as per this  Agreement  and
         shall not have any effect after execution of this Agreement.

3.4      Any election and  appointment  of directors  contrary to Article 5.2 of
         the SPA shall be valid if such  election or  appointment  was made with
         prior  written  consent  of  EW or EW  on  behalf  of FW in  whatsoever
         capacity  or EW has  voted  in  favour  of any  such  appointment  as a
         director of the Company or as a director of any of its subsidiaries and
         the  Sellers  hereby  agree  not to  challenge  any  such  appointments
         contrary to Article 5.2.

4.       APPOINTMENT, SALARIES AND PERQUISITES TO EW

4.1      EW  shall  remain   appointed  as  Chief   Executive   Officer  of  the
         Subsidiaries  as an  employee  until  December  31, 2010 with an annual
         gross  salary  of EUR  300,000  to be paid out  from  the  consolidated
         revenue of the Subsidiaries.  All business expenses incurred by EW that
         are  deductible as per Belgium and Luxembourg  corporate  taxation laws
         shall be reimbursed to EW.

4.2      The  appointment of EW as per clause 4.1 may be terminated by the Buyer
         without  compensation  as per clause 4.1 upon material  breach  ("faute
         grave") of contract or incapacity to perform duties by EW.

4.3      Any  termination of appointment of EW as per clause 4.1,  except as per
         clause 4.2,  shall enable EW to recover  indemnity  equal to his salary
         until December 31, 2010.

4.4      The appointment of EW as per clause 4.1 may be terminated by EW subject
         to a three month's notice period.

4.5      It  is  confirmed  by  all  the  parties  to  this  Agreement  that  no
         consultancy agreement as per Articles 5.4 has been entered into between
         the parties and therefore, Article 5.4 is hereby declared obsolete.



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5.       OPTIONS

5.1      The Company has purchased 175 shares of MASTER FINANCE EUROPE S.A., one
         of the subsidiaries, for the sum of EUR 750,000 on April 6, 2006.



FIRST OPTION

5.2      The Buyer and the Company hereby  collectively grant a first Put Option
         to FW in respect of 540 shares of the share  capital of MASTER  FINANCE
         EUROPE SA owned by FW for a fixed  consideration  of EUR 800,000.  This
         option shall be exercised by FW on the Buyer or the Company at its sole
         discretion  between July 1 and 15, 2007 by sending a registered  letter
         to the  Buyer  and  the  Company,  specifying  on  which  entity  it is
         exercising  the  Option.  The  Buyer  or  the  Company  shall  pay  the
         consideration price to FW within 10 days of the date of exercise of the
         Option and no later than July 31, 2007.



SECOND OPTION

5.3      The Buyer and the Company hereby collectively grant a second Put Option
         to FW in respect of the  remaining  1425 shares of the share capital of
         MASTER FINANCE EUROPE owned by FW for a fixed  consideration  that will
         be calculated as follows:

         If the consolidated net profit for the 15 months period between October
         1, 2006 and December 31, 2007 after adjusting such profit as per clause
         5.4 is:

(i)               EUR 1,600,000 or above, the Company, or the Buyer upon failure
                  on  the  part  of  the  Company,   will  pay  to  FW  a  fixed
                  consideration of EUR 992,500.

(ii)              less than EUR 1,600,000 but not less than EUR  1,100,000,  the
                  Company, or the Buyer upon failure on the part of the Company,
                  will pay to FW a fixed  consideration  that will be calculated
                  as follows:

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                  EUR 992,500 x [NET PROFIT]/ EUR 1.600.000

(iii)             less  than EUR  1,100,000,  the  Company,  or the  Buyer  upon
                  failure  on the  part of the  Company,  will pay to FW a fixed
                  consideration of EUR 225,000.

         This second Option is  exercisable by FW on the Buyer or the Company at
         its  sole  discretion  between  March  1 and  15,  2008  by  sending  a
         registered  letter to the Buyer and the  Company,  specifying  on which
         entity it is exercising the Option.  The Buyer or the Company shall pay
         the consideration price to FW within 10 days of the date of exercise of
         the Option and no later than March 31, 2008.

5.4      The Net Profit for the  computation of adjusted  profit for the purpose
         of clause 5.3 shall be calculated as follows:

         Net profit after taxes                                        x,xxx,xxx
         Add: Depreciation and amortisation of assets                  x,xxx,xxx
         Add: Salary paid to EW and expenses reimbursed to EW
         As per clause 4.1                                             x,xxx,xxx
         Add: All expenses incurred by the Subsidiaries to
         comply with the legal and accounting formalities
         as per the direction of the Buyer                             x,xxx,xxx
         Add: All expenses related to consultancy fees,
         executive salaries, directors' fees or perquisites
         disbursed by the Subsidiaries as per direction of the
         Buyer as per clause 8.1                                       x,xxx,xxx
         Adjusted Net Profit for the purpose of clause 5.3             X,XXX,XXX
                                                                       ---------

5.5      Upon  exercise of the  respective  put options  and  completion  of the
         transaction by effecting full payment thereof as per clause 5.2 and/ or
         5.3 the Company shall own 100% of the share capital of the Subsidiaries
         and the relevant share transfer shall be recorded in the share register
         of MASTER FINANCE EUROPE S.A.

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6.       CONTINUATION OF MANAGEMENT - EARN OUT

6.1      If the Put Option  provided  under  clause 5.3 above is exercised by FW
         and as long as EW remains Chief Executive  Officer of the Subsidiaries,
         the Buyer or the Company  shall pay to FW an  additional  price  ("earn
         out") to the Options  provided under clauses 5.2 and 5.3 under the form
         of an entitlement to 50% of the Subsidiaries' combined net profits from
         October 1, 2008 to December 31, 2010.

         This price  shall be paid for each  fiscal year not later than May 31st
         of the following year. If EW's contract as Chief  Executive  Officer of
         the Subsidiaries is terminated during that period,  the "earn out" will
         be paid proportionately.

6.2      In the  event of  failure  on the part of the  Company  or the Buyer to
         enforce the obligation provided under clause 6.1, the Seller's remedies
         will be limited to damage  claims  under due  process of law.  However,
         such  failure  shall not grant any rights to the Seller to rescind  the
         SPA or the Reorganisation Agreement for default or non performance.

6.3      Without  prejudice to the requirements of any applicable  Luxembourg or
         foreign legislations,  article 5 of the SPA shall cease its effect upon
         full  execution  of the  obligations  provided  under  article 5 of the
         Reorganisation Agreement.

7.       PROHIBITION OF OTHER EMPLOYMENT AND COMPETITIVE ACTIVITIES

7.1      From the date of this Agreement  until two years after the  termination
         of EW's contract as Chief Executive Officer of the Subsidiaries, except
         in case of termination by the Buyer for whatsoever reasons, the Sellers
         are  expressly  prohibited  from doing or  entering  into any  business
         transactions   competitive   in   nature  to  the   operation   of  the
         Subsidiaries.

7.2      In the event of any loss  caused to the Buyer or to the  Company  or to
         the  Subsidiaries  due to the direct  effect of the violation of clause
         7.1 the Sellers  jointly and severally shall indemnify the Buyer or the
         Company or the Subsidiaries as the case may be.

8.       PAYMENTS OF FUNDS

8.1      The Sellers hereby  consent to pay on behalf of the Buyer,  consultancy
         fees,  salaries and expenses related to the employees,  directors' fees
         and  any  other  expenses  out  of  the  consolidated  revenue  of  the
         Subsidiaries  as per the  instruction of the Buyer subject to a maximum
         of total payments received by EW as per clause 4.1.

8.2      EW shall  ensure that by the end of every three months with effect from
         July 1, 2006 a statement showing all payments made as per clause 8.1 is
         given to the Buyer.

8.3      The Buyer  hereby  agrees that no  distribution  of  dividends  will be
         claimed until the  completion of its  obligations  as per clauses 5 and
         6.1, except such amounts as per clause 8.1.


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9.       AMENDMENTS,  REPLACEMENTS, DELETIONS AND OMISSION OF CERTAIN PROVISIONS
         IN PREVIOUS AGREEMENTS BETWEEN PARTIES


9.1      Any provisions  contained in this  Agreement  contrary to provisions in
         the SPA or  Amendments  thereto shall have  superseding  effect on such
         provisions in the previous agreements.

9.2      Article 6, Article 7, Article 8, Article 9, Article 10,  Article 11 and
         Article  12 of the SPA  shall  stand  deleted  upon  execution  of this
         Agreement based on the alternative provisions contained herein.

9.3      All Amendments shall stand deleted upon execution of this Agreement.

9.4      Any provision  contained in SPA which is not expressly  replaced or not
         amended  by  express  provisions  or not  obsolete  based on any of the
         clauses of this Agreement shall remain operative as unaffected.

9.5      All exhibits to SPA and provisions in the SPA directly and  exclusively
         related  to such  exhibits  shall be  declared  as either  obsolete  or
         deleted or removed upon execution of this Agreement.

9.6      The following  sentence  contained in the Preamble of the SPA is hereby
         removed:  "THE BUYER  HOLDS  100% OF THE SHARES OF  BELGRAVIA-INTERVEST
         GROUP, A PRIVATE WEALTH MANAGEMENT  ORGANISATION FOCUSED ON SERVING THE
         NEEDS OF FAMILIES AND HIGH NET WORTH INDIVIDUALS  THROUGHOUT THE WORLD,
         BY  PROVIDING  A  BROAD  RANGE  OF  SOPHISTICATED  SERVICES,  INCLUDING
         FINANCIAL COUNSELLING,  ESTATE PLANNING,  ASSET ALLOCATION,  INVESTMENT
         MANAGEMENT, CORPORATE SERVICES."

9.7      The  sentence  contained  in the  Preamble of the SPA which  states the
         number of ownership of FW shall stand  amended and replaces as follows:
         "THE 1965  REMAINING  SHARES OF THE SHARE CAPITAL OF THE MASTER FINANCE
         EUROPE S.A. IS OWNED BY FW."



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10.      CONSTRUCTION AND SEVERABILITY


10.1     This  agreement  will be  construed  as a  whole  for  the  purpose  of
         interpretation  and in  case  of  illegality  of any  clauses  in  this
         agreement due to the existence of any contrary  legislation  in a place
         where  this  agreement  is to be  operative,  such  provision  in  this
         agreement contrary to the legislation will be treated as inoperative in
         such  place or  territory  and  legality  of the  remaining  clauses or
         already  acquired  status or rights and liabilities of the parties will
         not be affected.

10.2     In the event of any clauses in this  Agreement  becoming  invalid or in
         the  event of a vacuum in the  enforceability  of this  Agreement,  the
         Parties  undertake to replace any invalid  provisions,  or to fill such
         vacuum,  immediately upon coming to the notice of the parties about any
         such  invalidity  or vacuum,  with such  provisions  that shall come as
         close as possible to their  commercial  intentions  in a legally  valid
         manner.

10.3     All  negotiations  and  agreements  between the  parties  prior to this
         Agreement  shall be  superseded  by the  provisions  of this  Agreement
         except such  surviving  provisions  in the SPA that are not affected by
         this Agreement.

11.      GOVERNING LAW AND JURISDICTION

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of Grand Duchy of Luxembourg.


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12.      ARBITRATION

         Any dispute  arising out of or in connection with this Agreement or the
         breach,   termination  or  invalidity   thereof  shall  be  settled  by
         arbitration  in accordance  with the  arbitration  rules set out in the
         Luxembourg New Code of Civil Procedure in effect on the date of hereof.
         The appointing authority shall be the Chairman of the District Court of
         the city of Luxembourg. A sole arbitrator shall be appointed. The place
         of  arbitration  shall be the city of Luxembourg and the language to be
         used in the arbitration proceedings shall be English.

IN WITNESS  WHEREOF the parties have executed this Agreement in  Luxembourg,  on
September 6, 2006, by  initialling  on pages 1 to 9 and signing on page 10 being
the last page, in  quadruplicate  with one signed  original to be handed over to
each party.



EMMANUEL WOLF                                   TALLY HO VENTURES, INC.
                                                Represented by M Nigel Gregg,
                                                As per proxy dated July 5th,
                                                2006



FINANCIERE WOLF SARL                            MASTER FINANCE HOLDINGS S.A.


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