**EXHIBIT
      10.3**




**DATED
      19TH NOVEMBER 2005**




**WINTERMAN
      GROUP LIMITED**




**AND**




**TALLY
      HO VENTURES, INC.**




**AGREEMENT**




**FOR**




**SECURED
      LOAN AND SHARE OPTION**




**THIS
      AGREEMENT is made the 19th November 2005**




**BETWEEN**




(1)
      TALLY
      HO VENTURES, INC., a company incorporated under the laws of State of Delaware
      whose administrative office is at 115 Route d'Arlon, L-8311 Capellen, Luxembourg
      (hereinafter called "the Company"); and




(2)
      WINTERMAN GROUP LIMITED a company incorporated under the laws of Republic of
      Seychelles with registration number 020656 with registered office at 306
      Victoria House, Victoria, Mahe, Seychelles and administrative office at Avenda.
      Marques del Duero 76, Tercer Piso, Ofi F, San Pedro de Alcantara, 29760 Malaga,
      Spain ("the Investor").




WHEREAS
      the Investor has been requested to make a loan to the Company which the Investor
      has agreed to do upon the terms and conditions hereinafter
      contained.




THE
      parties agree as follows:




1.
      Nature
      of Loan




The
      Investor shall forthwith loan to the Company the sum of $2,000,000 (two million
      United States Dollars) (the "Loan") upon the terms hereinafter
      mentioned.




2.
      Purpose of the Loan




The
      loan
      shall be for the purpose of purchasing Master Finance Holdings S A and its
      subsidiaries (the Target Company) of 115 Route d'Arlon, L-8311 Capellen,
      Luxembourg.




3.
      Security




The
      Company shall deliver as security for the loan a charge over the entirety of
      the
      shares in Master Finance Holdings S A (the Security). This security shall remain
      in place until the loan has been fully repaid or until such time as the parties
      agree.





Upon
      default of the repayment of the loan or upon any liquidation process applied
      to
      the Company the sum loaned plus any interest accrued shall be repaid by the
      full
      transfer of all rights, interests and ownership of Master Finance Holdings
      S
      A.




4.
      Interest




The
      Company shall pay to the Investor interest on the loan at the rate of 10% per
      annum the first such payment to be made on a pro rata basis on 30th June 2006
      and thereafter (if the Option Period is extended by the Investor) annually
      beginning the 31st January 2007, unless conversion has taken place as per clause
      6.




5.
      Repayment




(A)
      Save
      as otherwise herein or by the Security provided the Company will repay the
      Loan
      by a payment after 3rd January 2006 but before the 30th June 2006 (the "Option
      Period") or on demand as the Investor may choose, this provision is in addition
      to clause 6 which details conversion rights.




(B)
      The
      demand may be exercised by the Investor in whole or in part at any time or
      times
      during the Option Period by serving written notice on the Company stating the
      amount of the loan in respect of which the demand is being sought on that
      occasion.




6.
      Option
      to convert into shares and application of proceeds




(A)
      The
      Company hereby grants to the Investor an option (the "Option") to convert the
      loan for up to 666,667 ordinary shares of the Company at a price of $3.00 (three
      United States Dollars) per ordinary share (the "Option Price") at any time
      after
      the loan is made ("the Option Period"). If the market price is below $3.00
      per
      share at the time of conversion the conversion shall take place at a 25%
      discount to the prevailing market price on that day.




(B)
      The
      Option may be exercised by the Investor in whole or in part at any time or
      times
      during the Option Period by serving written notice on the Company stating the
      number of shares in respect of which the Option is being exercised on that
      occasion.




(C)
      The
      ordinary shares to be issued by the Company pursuant to any exercise of the
      Option will be allotted within 14 days after service of the notice by which
      they
      are exercised and certificates in respect of such shares will be dispatched
      not
      later than twenty eight days after the date of such service to the Investor
      or
      as the Investor may direct.




(D)
      If at
      the date of any exercise of the Option any of the ordinary shares of the Company
      are admitted to OTC Bulletin Board or other exchange, the Company shall make
      application for the admission of the ordinary shares issued upon any exercise
      of
      the Option to the Official List or (as appropriate) for permission for dealings
      to take place on the appropriate market and shall use its best endeavors to
      procure such admission as soon as possible following allotment.




(E)
      After
      any allotment of fully paid ordinary shares in the Company by way of
      capitalization of profits or reserves to holders of ordinary shares on the
      register on a date (or by reference to a record date) on or before the expiry
      of
      the Option Period or upon any sub-division or consolidation of the ordinary
      shares on such a date, the number and/or nominal value of ordinary shares to
      be
      subscribed on any subsequent exercise of the Option will be increased or, as
      the
      case may be, reduced in due proportion and the Option Price will be adjusted
      accordingly, with effect from the record date for such capitalization,
      sub-division or consolidation. On any such capitalization, sub-division or
      consolidation the auditors for the time being of the Company shall certify
      the
      appropriate adjustments and, within twenty-eight days thereafter, a copy of
      such
      certificate will be sent to the Investor.




7.
      Protection of share option




(A)
      The
      Company agrees with the Investor that until the expiry of the Option Period
      the
      Company shall procure that:




(i)
      there
      shall be at all times a sufficient number of un-issued shares in the capital
      of
      the Company to enable the Company to discharge its obligations under the Option
      without increasing its authorised share capital and the Company shall procure
      that it has the relevant authorisations of the shareholders of the Company
      to
      issue ordinary shares to the Investor to discharge its obligations under the
      Option;




(B)
      The
      Company warrants that authorized share capital of the Company immediately prior
      to the Company's execution of this agreement is $100000 divided into 100 million
      ordinary shares of $0.001 each of which 8 million ordinary shares have been
      issued and are fully paid.




(C)
      The
      Company warrants that there are no options or agreements outstanding which
      call
      for the issue of or accord to any person or company the right to call for the
      issue of any shares in the capital of the Company or any of its
      subsidiaries.




8.
      Subsidiaries




The
      Company agrees with the Investor that the Company will procure that all of
      its
      subsidiaries both present and future shall observe and perform the provisions
      and conditions contained in this agreement to be observed and performed by
      subsidiaries of the Company.





9.
      Liaison and information




The
      Company agrees with the Investor that the Company will keep the Investor
      informed of the progress of its business and that of each of its subsidiaries
      and furnish the Investor to such extent and in such form and detail as the
      Investor may from time to time reasonably require with particulars of any
      matters concerned with and arising out of the activities of the Company and
      those of each of its subsidiaries and in particular but without limiting the
      generality of the foregoing shall furnish the Investor with:




(a)
      copies of the trading and profit and loss account and audited balance sheet
      in
      respect of each financial year of the Company and every subsidiary thereof
      forthwith upon the same becoming available and not in any event later than
      four
      months after the end of each such financial year.




10.
      Application of terms and conditions




The
      parties hereto agree that save as hereby or by writing between the parties
      varied all the provisions contained in the Security shall so far as applicable
      apply to the payment of the loan together with all interest thereon and shall
      remain in full force and effect so long as the loan remains outstanding. If
      there is any conflict between the terms of this agreement and the Security
      then
      the terms of this agreement shall prevail.




11.
      Duration of agreement




The
      terms
      of this agreement come into affect on receipt of the loan and will last until
      the loan has been repaid or the conversion as per clause 6 is
      affected.




12.
      Notices




Where
      a
      notice is to be given to any party hereto it may be served by leaving it at
      the
      registered office or last known address of that party or by sending it
      first-class letter post to the registered office or the last known address
      of
      that party when it shall be deemed to have been served at the expiration of
      forty-eight hours after it has been posted.




13.
      Definitions




Where
      words and expressions used in this agreement are also used in the Companies
      Act
      1985 such words and expressions shall have the meanings attached to them
      respectively by that Act and the following expression used in this agreement
      shall have the meaning as set out below:




"The
      Investors' Group" means the Investor, any parent company of the Investor and any
      subsidiary of the Investor or any such parent company.





14.
      Interpretation




IN
      this
      agreement unless the context otherwise requires:




(A)
      The
      masculine gender includes the feminine and words denoting the singular number
      only shall include the plural and vice versa;





(B)
      Covenants, warranties, undertakings and guarantees by more than one
      party
      hereto shall be deemed to be made jointly and


severally;




(C)
      Covenants warranties and undertakings given by an individual shall be binding
      on
      his personal representatives and executors.




15.
      Counterparts




This
      agreement may be executed in any number of counterparts and by the Parties
      to it
      on separate counterparts, each of which, when executed and delivered, shall
      be
      an original but all the counterparts shall together constitute one and the
      same
      instrument.




16.
      Law
      and Jurisdiction




THIS
      agreement shall be governed by and construed in accordance with United States
      law and under the Laws of the State of Delaware and each party to this agreement
      submits to the non-exclusive jurisdiction of these courts.




THIS
      agreement has been executed and delivered as at the date first above
      mentioned.





Executed
                by )
              Peter
                Smith )
              )
                .............................................
              
              President
              Tally
                Ho Ventures Inc
              
              Executed
                by )
              Nic
                Day ) .............................................
              )
                Director Winterman Group Ltd