Tally Ho Ventures 8-K re roTrust Transaction Ex 10-1 Sale and Purchase Agreement


    Exhibit
      10.1

    


    Agreement

    Protrust
      Financial Services Group SA

     

    and

     

    Tally-Ho
      Ventures, Inc.

     

    


     

    for
      the
      sale and purchase of all of the issued shares of Protrust Private Clients
      SA 

     

    August
      4, 
      2006

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CONTENTS

     

    CLAUSEPAGE

     

    
      	
              1.

            	
              INTERPRETATION

            	 


    

    
      	
              2.

            	
              SALE
                AND PURCHASE

            	 


    

    
      	
              3.

            	
              COMPLETION

            	 


    

    
      	
              4.

            	
              POST
                COMPLETION UNDERTAKINGS

            	 


    

    
      	
              5.

            	
              WARRANTIES

            	 


    

    
      	
              6.

            	
              PLACEMENT
                AND REGISTRATION OF SHARES

            	 


    

    
      	
              7.

            	
              CONFIDENTIAL
                INFORMATION

            	 


    

    
      	
              8.

            	
              ANNOUNCEMENTS

            	 


    

    
      	
              9.

            	
              ASSIGNMENT

            	 


    

    
      	
              10.

            	
              COSTS

            	 


    

    
      	
              11.

            	
              EFFECT
                OF COMPLETION

            	 


    

    
      	
              12.

            	
              FURTHER
                ASSURANCES

            	 


    

    
      	
              13.

            	
              ENTIRE
                AGREEMENT

            	 


    

    
      	
              14.

            	
              VARIATIONS

            	 


    

    
      	
              15.

            	
              WAIVER

            	 


    

    
      	
              16.

            	
              INVALIDITY

            	 


    

    
      	
              17.

            	
              NOTICES

            	 


    

    
      	
              18.

            	
              COUNTERPARTS

            	 


    

    
      	
              19.

            	
              GOVERNING
                LAW AND JURISDICTION

            	 


    

    
      	
              20.

            	
              AGENT
                FOR SERVICE

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SCHEDULE
      1

    Particulars
      relating to the Company

    SCHEDULE
      2

    The
      Warranties

    SCHEDULE
      3

    Seller
      Protection Clauses

    SCHEDULE
      4

    Form
      of
      US Legal Opinion to be provided by Buyer's US Counsel

    


    


    Agreed
      form documents:

    


    1. Option
      Deed

    2. Transitional
      Services Agreement

    3. Promissory
      Note

    4. US
      Legal
      Opinion

    5. Disclosure
      Letter

    6. Press
      Release

    7. Management
      Accounts as at and for the period up to 30 June 2006

    8. Bank
      Points Side Letter

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    THIS
      AGREEMENT
      is made
      on August 4, 2006

     

    SCHEDULE
      1  BETWEEN:

     

    	(1)  	
            TALLY-HO
              VENTURES, INC. a
              company 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 and whose shares
              are traded on the Bulletin Board under symbol "TLYH" (the "Buyer");
              and

          


     

    	(2)  	
            PROTRUST
              FINANCIAL SERVICES GROUP SA a
              company incorporated under the laws of the Canton of Ticino, Switzerland
              whose registered is office at Via Frasca 5, PO Box 5237, CH-6901, Lugano,
              Switzerland (the "Seller").

          


     

    SCHEDULE
      2  THE
      PARTIES AGREE AS FOLLOWS:

     

    	1.  	
            INTERPRETATION

          


     

    	1.1  	
            In
              this agreement the following words and expressions and abbreviations
              have
              the following meaning, unless the context otherwise
              requires:

          


     

    "Accounts"
      means
      the unaudited financial statements of the Company corresponding to the rules
      set
      forth in the Swiss Code of Obligations as at and for the financial period ended
      on the Accounts Date;

     

    "Accounts
      Date"
      means 31
      December 2005;

     

    "Bank
      Points" means
      a
      rebate of the margin charged by banks in respect of loans made to the customers
      of the Company which typically amounts to 0.2 to 0.25 per cent. of the value
      of
      loans outstanding payable annually;

     

    "Business
      Day"
      means a
      day (excluding Saturdays) on which banks generally are open in London for the
      transaction of normal banking business;

     

    "Buyer's
      Group"
      means
      the Buyer, its holding companies and any subsidiary undertakings and associated
      companies from time to time of such holding companies, all of them and each
      of
      them as the context admits;

     

    "CHF"
      or
"Swiss
      Francs"
      means
      the means the lawful currency for the time being of Switzerland;

     

    "Claim"
      means
      any claim by the Buyer against or to the Seller arising out of or in connection
      with this agreement, including any claim arising out of or in relation to the
      Warranties;

     

    "Commission"
      means
      the Securities Exchange Commission;

     

    "Company"
      means
      Protrust Private Clients SA (No.
      CH-514.3.008.409-1) to be renamed Master Trust Private Clients SA on or about
      the Completion Date;

     

    "Completion"
      means
      the completion of the sale and purchase of the Shares in accordance with clause
      3;

     

    "Completion
      Date"
      means
      the date on which Completion occurs;

     

    "Confidential
      Information"
      means
      all information relating to the Company's business, or financial or other
      affairs which is not publicly known;

     

    "Consideration
      Shares"
      means
      1,500,000 duly authorised, validly issued and fully paid shares of common stock
      in the capital of the Buyer to be issued by the Buyer pursuant to clause 2.3
      as
      Restricted Securities, and each such share of common stock a "Consideration
      Share";

     

    "Data
      Room Information"
      means
      the materials and information made available for inspection by the Buyer and
      its
      advisers at the offices of the Seller details of which are given in the
      Disclosure Letter;

     

    "Disclosure
      Letter"
      means a
      letter of today's date together with the attachments thereto addressed by the
      Seller to the Buyer disclosing exceptions to the Warranties;

     

    "Encumbrance"
      means
      all security interests, options, equities, claims, or other third party rights
      including rights of pre-emption of any nature whatsoever;

     

    "Exchange
      Act"
      means
      the U.S. Securities Exchange Act of 1934, as amended;

     

    "Intellectual
      Property"
      means
      patents, trade marks, design rights, trade names, copyrights, (whether
      registered or not and any applications to register or rights to apply for
      registration of any of the foregoing), rights in inventions, Know-How, trade
      secrets and other confidential information, and all other intellectual property
      rights of a similar or corresponding character in any part of the
      world;

     

    "International
      Accounting Standards"
      or
"IAS"
      means
      the international accounting standards, within the meaning of EC Regulation
      No.
      1606/2002 of the European Parliament and the Council of 19 July 2002 on the
      application of international accounting standards, adopted from time to time
      by
      the European Commission in accordance with that Regulation;

     

    "Know-How"
      means
      confidential or proprietary industrial, technical or commercial information
      and
      techniques in any form (including paper, electronically stored data, magnetic
      media, files and micro-film) including, drawings, data relating to inventions,
      formulae, test results, reports, research reports, project reports and testing
      procedures, shop practices, instruction and training manuals, market forecasts,
      specifications, quotations, lists and particulars of customers and suppliers,
      marketing methods and procedures, show-how and advertising copy;

     

    "Promissory
      Note"
      means
      the promissory note in the principal aggregate amount of $3,000,000 in the
      agreed terms;

     

    "Put
      Option Deed"
      means a
      deed of today's date in the agreed terms under which the Buyer grants to the
      Seller a put option over not less than 50 per cent. of the Consideration Shares
      exercisable by the Seller at any time from 1 January 2007 to 31 December 2007
      (inclusive);

     

    "Related
      Person"
      means in
      relation to any party its holding companies and any subsidiary undertakings
      and
      any associated companies from time to time of such holding company, all of
      them
      and each of them as the context admits;

     

    "Restricted
      Securities"
      means
      restricted securities as defined in Rule 144 under the Securities
      Act;

     

    "Securities
      Act"
      means
      the U.S. Securities Act of 1933, as amended;

     

    "Seller's
      Group"
      means
      the Seller, its holding companies and any subsidiary undertakings and associated
      companies (excluding the Company) from time to time of such holding companies,
      all of them and each of them as the context admits;

     

    "Seller's
      Solicitors"
      means
      Ashurst of Broadwalk House, 5 Appold Street, London EC2A 2HA;

     

    "Share
      Charge"
      means
      the share charge in the agreed terms between the Buyer, the Seller and Master
      Finance Holdings to secure the obligations of the Buyer under the Promissory
      Note and the Put Option Deed;

     

    "Shares"
      means
      all of the issued shares in the capital of the Company;

     

    "Tax"
      or
"tax"
      means
      any tax, and any duty, contribution, impost, withholding, levy or charge in
      the
      nature of tax, whether domestic or foreign, and any fine, penalty, surcharge
      or
      interest connected therewith imposed, collected or assessed by, or payable
      to a
      Taxation Authority;

     

    "Taxation
      Authority"
      means
      any local, municipal, governmental, state, federal or fiscal, revenue, customs
      or excise authority, body, agency or official anywhere in the world having
      or
      purporting to have power or authority in relation to Tax;

     

    "Taxation
      Statutes"
      means
      all statutes, statutory instruments, orders enactments, laws, by-laws,
      directives and regulations, whether domestic or foreign decrees, providing
      for
      or imposing any Tax;

     

    "Transitional
      Services Agreement"
      means
      the agreement to be entered into by, inter alia, the Buyer and Seller in the
      agreed terms relating to the provision of certain transitional services after
      Completion;

     

    "US
      dollar" or "US$"
      means
      the lawful currency for the time being of the United States of
      America;

     

    "US
      Legal Opinion"
      means
      the legal opinion in the agreed form covering the matters set out in schedule
      4
      addressed to the Seller and to be delivered by the Buyer's US
      counsel;

     

    "VAT"
      means
      value added tax;

     

    "Warranties"
      means
      the warranties set out in schedule 2; and

     

    "Working
      Hours"
      means
      9.30 am to 6.30 pm on a Business Day.

     

    	1.2  	
            In
              this agreement unless otherwise specified, reference
              to:

          


     

    	(a)  	
            a
              "subsidiary
              undertaking"
              is
              to be construed in accordance with section 258 of the UK Companies
              Act
              1985 and a "subsidiary"
              or
              "holding
              company"
              is
              to be construed in accordance with section 736 of that
              Act;

          


     

    	(b)  	
            a
              document in the "agreed
              terms"
              is
              a reference to that document in the form approved and for the purposes
              of
              identification signed by or on behalf of each
              party;

          


     

    	(c)  	
            "includes"
              and "including"
              shall mean including without limitation;

          


     

    	(d)  	
            a
              "party"
              means a party to this agreement and includes its assignees (if any)
              and/or
              the successors in title to substantially the whole of its
              undertaking;

          


     

    	(e)  	
            a
              "person"
              includes any person, individual, company, firm, corporation, government,
              state or agency of a state or any undertaking (whether or not having
              separate legal personality and irrespective of the jurisdiction in
              or
              under the law of which it was incorporated or
              exists);

          


     

    	(f)  	
            a
              "statute"
              or
              "statutory
              instrument"
              or
              "accounting
              standard"
              or
              any of their provisions is to be construed as a reference to that statute
              or statutory instrument or accounting standard or such provision as
              the
              same may have been amended or re-enacted before the date of this
              agreement;

          


     

    	(g)  	
            "clauses",
              "paragraphs"
              or
              "schedules"
              are to clauses and paragraphs of and schedules to this
              agreement;

          


     

    	(h)  	
            "writing"
              includes any methods of representing words in a legible form (other
              than
              writing on an electronic or visual display screen) or other writing
              in
              non-transitory form;

          


     

    	(i)  	
            words
              denoting the singular shall include the plural and vice versa and words
              denoting any gender shall include all
              genders;

          


     

    	(j)  	
            the
              time of day is reference to time in London,
              England.

          


     

    	1.3  	
            The
              schedules form part of the operative provisions of this agreement and
              references to this agreement shall, unless the context otherwise requires,
              include references to the schedules.

          


     

    	2.  	
            SALE
              AND PURCHASE

          


     

    	2.1  	
            Upon
              the terms and subject to the conditions of this agreement, the Seller
              shall sell and the Buyer shall purchase the Shares with effect from
              Completion free from any Encumbrance together with all accrued benefits
              and rights attached thereto and all dividends declared after the date
              hereof in respect of the Shares.

          


     

    	2.2  	
            The
              Seller waives or agrees to procure the waiver of any rights or
              restrictions conferred upon it in relation to the Shares under the
              certificate or by-laws of the Company or
              otherwise.

          


     

    	2.3  	
            The
              consideration for such sale and purchase shall be satisfied at Completion
              by:

          


     

    	(a)  	
            the
              payment to the Seller of US$2,000,000 in cash;
              and

          


     

    	(b)  	
            the
              delivery by the Buyer to the Seller of the Promissory Note;
              and

          


     

    	(c)  	
            the
              issue to the Seller, or such other person as the Seller may direct,
              of the
              Consideration Shares.

          


     

    	3.  	
            COMPLETION

          


     

    	3.1  	
            Completion
              shall take place at the offices of the Seller's Solicitors immediately
              after the execution of this agreement.

          


     

    	3.2  	
            On
              Completion the Seller shall deliver to or, if the Buyer shall so agree,
              make available to the Buyer:

          


     

    	(a)  	
            bearer
              share certificates relating to the
              Shares;

          


     

    	(b)  	
            the
              books of the Company;

          


     

    	(c)  	
            a
              counterpart copy of the Transitional Services Agreement duly executed
              by
              the Seller; and

          


     

    	(d)  	
            a
              counterpart copy of the Put Option Deed and the Share Charge duly executed
              by the Seller.

          


     

    	3.3  	
            The
              Seller shall procure the passing of board resolutions of the
              Company:

          


     

    	(a)  	
            appointing
              Jose Mathew Meleth to be a director of the Company;
              and

          


     

    	(b)  	
            giving
              authority in favour of the directors appointed under clause 3.3(a)
              above or such other persons as the Buyer may nominate to operate the
              bank
              accounts thereof.

          


     

    	3.4  	
            On
              or before Completion the Buyer shall:

          


     

    	(a)  	
            provide
              for the transfer by electronic transfer in same day funds of US$2,000,000
              to the Seller's Solicitor Account at Natwest Bank, 15 Bishopsgate,
              London
              EC2 Account no. 140/00/02778254, IBAN no. GB50 NWBK 6073 0102 7782
              54,
              Swift NWBK GB2L or such other account as the Seller may designate to
              the
              Buyer in writing at least 2 Business Days prior to the date of due
              payment;

          


     

    	(b)  	
            deliver
              the Promissory Note duly executed and issued by the Buyer to the
              Seller;

          


     

    	(c)  	
            deliver
              to the Seller, or to such person as the Seller may direct, definitive
              share certificates for the Consideration Shares registered in the name
              of
              the Seller; 

          


     

    	(d)  	
            deliver
              to the Seller an executed US Legal
              Opinion;

          


     

    	(e)  	
            deliver
              to the Seller a certified copy of the board authorisation for the
              execution and delivery of this agreement, the Put Option and the
              Promissory Note and the due issue of the Consideration
              Shares;

          


     

    	(f)  	
            deliver
              to the Seller a counterpart of the Share Charge duly executed by the
              Buyer
              and Master Finance Holdings; and

          


     

    	(g)  	
            deliver
              to the Seller a counterpart of the Put Option Deed and the Transitional
              Services Agreement duly executed by the
              Buyer.

          


     

    	3.5  	
            The
              parties shall procure that on completion the Company shall deliver
              an
              executed copy of the Transitional Services Agreement to each of the
              Buyer
              and the Seller.

          


     

    	4.  	
            POST
              COMPLETION UNDERTAKINGS

          


     

    	4.1  	
            Following
              Completion, the Seller undertakes to the Buyer to use all reasonable
              endeavours to ensure that the Company is released from any guarantee,
              indemnity, bond, letter of comfort or Encumbrance or other similar
              obligation given or incurred by it prior to Completion which relates
              in
              whole or in part to debts or other liabilities or obligations, whether
              actual or contingent, of a member of the Seller's
              Group.

          


     

    	4.2  	
            Following
              Completion the Buyer undertakes:

          


     

    	(a)  	
            to
              the Seller to use all reasonable endeavours to ensure that each member
              of
              the Seller's Group is released from any guarantee, indemnity, bond,
              letter
              of comfort or Encumbrance or other similar obligation given or incurred
              by
              it which relates in whole or in part to debts or other liabilities
              or
              obligations, whether actual or contingent, of the Company;
              and

          


     

    	(b)  	
            to
              procure that, as soon as reasonably practicable after Completion and
              in
              any event within 30 days afterwards, the Company
              shall:

          


     

    	(i)  	
            cease
              in any manner whatsoever to use, or display any trade or service marks,
              trade or service names or logos used or held by any member of the Seller's
              Group or any confusingly similar mark, name or logo including any
              incorporating the name "Protrust"; and

          


     

    	(ii)  	
            change
              the name of the Company to a name not including the word "Protrust"
              or any
              confusingly similar word.

          


     

    	5.  	
            WARRANTIES

          


     

    	5.1  	
            The
              Seller warrants to the Buyer in the terms of the Warranties and each
              of
              the Warranties shall be construed as a separate
              warranty.

          


     

    	5.2  	
            Any
              information supplied by or on behalf of the Company to or on behalf
              of the
              Seller in connection with the Warranties, the Disclosure Letter or
              otherwise in relation to the business and affairs of the Company shall
              not
              constitute a representation or warranty or guarantee as to the accuracy
              thereof by the Company and the Seller hereby waives any and all claims
              which it might otherwise have against the Company or any of its directors,
              officers, employees, agents or advisers in respect thereof save in
              respect
              of any rights it may have against any of them in respect of fraud or
              fraudulent concealment.

          


     

    	5.3  	
            Any
              claim under the Warranties is subject to the terms and provisions of
              this
              clause 5 and schedule 3.

          


     

    	5.4  	
            The
              Seller shall be under no liability under the Warranties in relation
              to any
              matter forming the subject matter of a claim thereunder to the extent
              that
              the same or circumstances giving rise thereto are fairly disclosed
              in the
              Disclosure Letter or the Data Room
              Information.

          


     

    	5.5  	
            The
              Buyer warrants to the Seller that (and each such warranty shall be
              construed as a separate warranty):

          


     

    	(a)  	
            the
              Buyer is duly incorporated, validly existing and in good standing under
              the laws of the State of Delaware;

          


     

    	(b)  	
            the
              Buyer has all requisite corporate power to enter into this agreement
              and
              the execution and delivery of this agreement and the Completion of
              the
              transactions contemplated hereby, have, where required, been duly and
              validly authorised by the Buyer and no other proceedings or action
              on the
              part of the Buyer is necessary to authorise the agreement or to complete
              the transactions contemplated;

          


     

    	(c)  	
            the
              Consideration Shares when issued in accordance with this agreement
              will be
              duly authorised, validly issued, fully paid and non-assessable and
              issued
              in compliance with all applicable U.S., state and foreign securities
              laws
              and will not be subject to any pre-emptive or other similar
              rights;

          


     

    	(d)  	
            it
              has disclosed to the Seller all agreements, arrangements and
              understandings (whether verbal or in writing) between any member of
              the
              Buyer's Group and any director, employee, contractor or agent of the
              Company;

          


     

    	(e)  	
            it
              will have the necessary cash resources to meet its obligations at
              Completion under this agreement;

          


     

    	(f)  	
            as
              at the date of this agreement, it is not aware of any fact or circumstance
              that could give rise to any Claim against the
              Seller;

          


     

    	(g)  	
            entry
              into and performance by the Buyer of this agreement and/or the Put
              Option
              Deed will not violate or conflict with the provisions of its certificate
              of incorporation or by-laws in any way that would materially adversely
              affect its ability to enter into or perform its obligations under this
              agreement, the Transitional Services Agreement, the Promissory Note
              and/or
              the Put Option Deed; 

          


     

    	(h)  	
            the
              entry into this agreement by it will not result in violation or breach
              of
              any law or any contract, agreement or other understanding to which
              it is a
              party; and

          


     

    	(i)  	
            the
              Buyer has filed all reports required to be filed with the Commission
              since
              1 January 2003 (collectively, including all exhibits thereto, the
              "SEC
              Reports").
              None of such SEC Reports, as of their respective dates (as amended
              through
              the date hereof), contained any untrue statement of a material fact
              or
              omitted to state a material fact required to be stated therein or
              necessary to make the statements therein, in light of the circumstances
              under which they were made, not misleading. All such SEC Reports, as
              of
              their respective dates (as amended through the date hereof), complied
              in
              all material respects with the requirements of the Exchange
              Act.

          


     

    	5.6  	
            The
              Buyer undertakes to the Seller that it shall, and shall procure that
              the
              Company shall, preserve for a period of at least eight years (or any
              longer period as may be required by law) from Completion all books,
              records and documents of the Company existing at Completion. The Buyer
              shall permit and allow, and shall procure that the Company shall permit
              and allow, upon reasonable written notice (and in any event within
              two
              days after written notice being given) and during Working Hours, the
              employees, agents and professional advisers of the Seller or any member
              of
              the Seller's Group specified in such notice reasonable access to such
              books, records and documents and the right to inspect the same and
              at the
              Seller's expense, make copies thereof. The Seller hereby agrees (for
              itself and on behalf of any of its employees, agents and professional
              advisers) in favour of the Buyer to keep confidential all confidential
              information disclosed to it or which it learns as a result of being
              given
              access to the books, records and documents under this clause
              5.6.

          


     

    	5.7  	
            The
              only warranties given by the Seller in respect of or relating
              to:

          


     

    	(a)  	
            Intellectual
              Property are contained in paragraph 6 of schedule
              2;

          


     

    	(b)  	
            officers,
              employees and trade unions are contained in paragraph 13 of schedule
              2;
              and

          


     

    	(c)  	
            Tax
              or any Taxation Statutes are contained in paragraph 14 of schedule
              2,

          


     

    and
      no
      claim or proceeding which could be brought within any of the paragraphs
      specified in clause 5.7(a)-(c) above shall be brought except under one of those
      paragraphs and no liability which arises under one of those paragraphs shall
      also arise under any other such paragraph or under any other
      Warranty.

     

    	5.8  	
            Any
              payment due in respect of any claim under this agreement shall for
              all
              purposes be deemed to be and shall take effect as a reduction in the
              consideration paid by the Buyer for the
              Shares.

          


     

    	6.  	
            PLACEMENT
              AND REGISTRATION OF SHARES

          


     

    	6.1  	
            Placement
              / Public Offer

          


     

    Upon
      written request from the Seller at any time and from time to time after 1
      January 2007 until 31 December 2007, the Buyer hereby agrees and undertakes
      to
      use its best efforts to effect a placing of such number of Consideration Shares
      as the Seller may request in writing at a price per Consideration Share not
      less
      than 80 per cent. (or such other discount as may be agreed between the parties)
      of the closing mid-price for each share of common stock in the capital of the
      Buyer on the Business Day immediately prior to the date of written request
      by
      the Seller. Such placing shall be effected by way of either:

     

    	(a)  	
            a
              registered public offer in the United States of the Consideration Shares;
              or

          


     

    	(b)  	
            an
              unregistered private placement, including through a private investment
              in
              public equity (or PIPE) transaction,

          


     

    and
      the
      relevant method shall be agreed by the Buyer and the Seller based on the advice
      of an internationally recognised investment bank in the United
      States.

     

    	6.2  	
            Buyer
              Undertakings

          


     

    The
      Buyer
      undertakes that upon receipt of a written request from the Seller pursuant
      to
      clause 6.1, it will use its best efforts to effect the sale of such
      Consideration Shares in accordance with the intended method of disposition
      thereof as quickly as practicable, and in connection with any such request
      the
      Buyer shall, where necessary or appropriate:

     

    	(a)  	
            retain
              an internationally recognised investment bank in the United States
              to act
              as financial adviser and/or underwriter or placement agent for the
              transaction, at the cost of the Buyer;

          


     

    	(b)  	
            prepare
              and file with the Commission a registration statement in respect of
              the
              Consideration Shares and use best efforts to cause such registration
              statement to become and remain effective until the completion of the
              sale;

          


     

    	(c)  	
            prepare
              and file with the Commission such amendments and supplements to such
              registration statement and the prospectus used in connection therewith
              as
              may be necessary to keep such registration statement effective and
              not
              misleading until completion of the sale;

          


     

    	(d)  	
            immediately
              notify the Seller, at any time when a prospectus relating to Consideration
              Shares is required to be delivered under the Securities Act, of the
              occurrence of an event requiring the preparation of a supplement or
              amendment to such prospectus so that, as thereafter delivered to the
              Seller, such prospectus will not contain an untrue statement of a material
              fact or omit to state any material fact required to be stated therein
              or
              necessary to make the statements therein not misleading and promptly
              make
              available any such supplement or
              amendment;

          


     

    	(e)  	
            enter
              into customary agreements including, if applicable, an underwriting
              agreement in customary form (which shall not require the Seller to
              indemnify the underwriter with respect to misstatements or omissions
              in
              the registration statement); and

          


     

    	(f)  	
            in
              connection with an underwritten offering, participate in customary
              efforts
              to sell the securities under the offering, including, without limitation,
              participating in "road shows".

          


     

    	6.3  	
            Piggy-Back
              Registration

          


     

    	(a)  	
            If
              at any time the Buyer proposes to file a registration statement under
              the
              Securities Act with respect to an offering by the Buyer for its own
              account or for the account of any of its respective security holders
              (other than a registration statement on Form S-4 or S-8 (or any substitute
              form that may be adopted by the Commission), then the Buyer shall give
              prompt written notice of such proposed filing to the Seller as soon
              as
              practicable (but in no event less than 20 days before the anticipated
              filing date), and such notice shall offer the Seller the opportunity
              to
              register such number of Consideration Shares as the Seller may request
              (which request shall specify the Consideration Shares intended to be
              disposed of by the Seller and the intended method of distribution thereof)
              (a "Piggy-Back
              Registration").
              The Buyer shall use its best efforts to cause the managing underwriter
              or
              underwriters of a proposed underwritten offering to permit the
              Consideration Shares requested to be included in a Piggy-Back Registration
              to be included on the same terms and conditions as any similar securities
              of the Buyer or any other security holder included therein and to permit
              the sale or other disposition of such Consideration Shares in accordance
              with the intended method of distribution thereof. Except as set forth
              in
              clause 6.1(c), the Seller shall have the right to withdraw its request
              for
              inclusion of its Consideration Shares in any registration statement
              pursuant to this clause 6.1 by giving written notice to the Buyer of
              its
              request to withdraw, provided, however, that in the event of such
              withdrawal, the Seller shall be responsible for all fees and expenses
              (including fees and expenses of counsel) incurred by the Seller prior
              to
              such withdrawal except as set forth in clause 6.1(c). The Buyer may
              withdraw a Piggy-Back Registration at any time prior to the time it
              becomes effective.

          


     

    No
      registration effected under this clause 6.1, and no failure to effect a
      registration under this clause 6.1, shall relieve the Buyer of its obligation
      to
      effect a registration upon the request of the Seller pursuant to clause 6.1,
      and
      no failure to effect a registration under this clause 6.1 and to complete the
      sale of Consideration Shares in connection therewith shall relieve the Buyer
      of
      any other obligation under this clause 6.

     

    	(b)  	
            Notwithstanding
              anything to the contrary contained herein, if the managing underwriter
              or
              underwriters of any underwritten offering described in clause 6.1 have
              informed, in writing, the Seller that it is their opinion that the
              total
              number of shares which the Buyer, the Seller and any other persons
              desiring to participate in such registration intend to include in such
              offering is such as to materially and adversely affect the success
              of such
              offering, then the number of shares to be offered shall be reduced
              or
              limited in the following order of priority: (x) first, the number of
              shares to be offered by all other holders of securities of the Buyer
              other
              than the Seller or others who have registration rights to the extent
              necessary to reduce the total number of shares as recommended by such
              managing underwriters; and (y) second, if further reduction or limitation
              is required, the number of shares to be offered for the account of
              the
              Seller shall be reduced or limited to the extent necessary to reduce
              the
              total number of shares as recommended by such managing Underwriters;
              provided, however, that the reduction for the account of the Seller
              shall
              not result in the number of shares of the Seller included in the offering
              to be less than 25 per cent. of the total number of shares
              offered.

          


     

    	(c)  	
            If,
              as a result of the proration provisions of clause 6.1(b), the Seller
              shall
              not be entitled to include at least 50 per cent. of the Consideration
              Shares in a Piggy-Back Registration that the Seller has requested to be
              included, the Seller may elect to withdraw its request to include
              Consideration Shares in such registration (a "Withdrawal
              Election")
              without incurring any liability for its fees and expenses; provided,
              however, that a Withdrawal Election shall be irrevocable and, after
              making
              a Withdrawal Election, the Seller shall no longer have any right to
              include Consideration Shares in the Piggy-Back Registration as to which
              such Withdrawal Election was made.

          


     

    	6.4  	
            Expenses

          


     

    In
      connection with any public offer or placement of Consideration Shares pursuant
      to clause 6.1 or any Piggy-Back Registrations under clause 6.3, the Buyer shall
      pay the following expenses incurred in connection therewith (the "Expenses"):
      (i)
      all registration and filing fees, (ii) fees and expenses of compliance with
      securities or blue sky laws (including reasonable fees and disbursements of
      counsel in connection with blue sky qualifications of the Consideration Shares),
      (iii) processing, duplicating and printing expenses, (iv) the Buyer's internal
      expenses (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), (v) the fees
      and
      expenses incurred in connection with the listing of the Consideration Shares,
      (vi) reasonable fees and disbursements of counsel for the Buyer and customary
      fees and expenses for independent certified public accountants retained by
      the
      Buyer (including the expenses of any comfort letters or costs associated with
      the delivery by independent certified public accountants of a comfort letter
      or
      comfort letters requested), (vii) the reasonable fees and expenses of any
      special experts retained by the Buyer in connection with such registration,
      (viii) reasonable fees and expenses of one firm of counsel for the Seller,
      (ix)
      any fees and disbursements of underwriters, placement agents or financial
      advisers customarily paid by issuers or sellers of securities (save for
      brokerage fees in respect of the sale), and (x) any underwriting fees, discounts
      or commissions attributable to the sale of Consideration Shares. Brokerage
      fees
      in connection with any public offer or placement of Consideration Shares
      pursuant to clause 6.1 shall be borne by the Seller but the Buyer shall use
      its
      best endeavours to ensure that such brokerage fees are as low as
      possible.

     

    	6.5  	
            Indemnity

          


     

    The
      Buyer
      agrees that it shall, to the full extent permitted by law, indemnify and hold
      harmless the Seller, its affiliates, officers, directors, employees and agents,
      and each person, if any, who controls or is under common control with the Seller
      within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act, from and against any loss, claim, damage, liability, cost or
      expense arising out of, or based upon, any untrue statement or alleged untrue
      statement of a material fact contained in any registration statement or
      prospectus relating to the Consideration Shares or any amendment or supplement
      thereto, or arising out of, or based upon, any omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading or any violation by the Buyer of any
      federal or state securities laws or any rule or regulation thereof, except
      insofar as the same are based upon information furnished in writing to the
      Buyer
      by the Seller expressly for use therein. If such indemnification is unavailable,
      in lieu of indemnifying any such person, the Buyer shall contribute to the
      amount paid or payable by such person in such proportion as is appropriate
      to
      reflect the relative fault of the Buyer and the Seller in connection with such
      statements or omissions, as well as any other relevant equitable considerations.
      The relative fault of the Buyer on the one hand and the Seller on the other
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of a material fact or the omission or alleged omission
      to state a material fact relates to information supplied by such party, and
      the
      parties' relative intent, knowledge, access to information and opportunity
      to
      correct or prevent such statement or omission. The Buyer and the Seller agree
      that it would not be just and equitable if the contribution provided for above
      were determined by pro rata allocation or by any other method of allocation
      which does not take account of the equitable considerations referred to in
      the
      immediately preceding paragraph. In no circumstances shall the Seller be
      required to contribute any amount in excess of the amount by which the total
      price at which the Consolidation Shares were offered to the public (less
      underwriting discounts and commissions). No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

     

    	7.  	
            CONFIDENTIAL
              INFORMATION

          


     

    	7.1  	
            The
              Seller shall not and shall procure that no other member of the Seller's
              Group shall use or disclose to any person Confidential
              Information;

          


     

    	7.2  	
            Clause
              7.1 does not apply to:

          


     

    	(a)  	
            disclosure
              of Confidential Information to or at the written request of the
              Buyer;

          


     

    	(b)  	
            use
              or disclosure of Confidential Information required to be disclosed
              by law
              or any regulatory body;

          


     

    	(c)  	
            disclosure
              of Confidential Information to professional advisers for the purpose
              of
              advising the Seller; or

          


     

    	(d)  	
            Confidential
              Information which becomes generally known other than by the Seller's
              breach of clause 7.1.

          


     

    	8.  	
            ANNOUNCEMENTS

          


     

    	8.1  	
            No
              party shall disclose the making of this agreement or its terms or the
              existence or the terms of the Put Option Deed, the Transitional Services
              Agreement or the Promissory Note (except those matters set out in the
              press release in the agreed terms) and each party shall procure that
              each
              of its Related Persons shall not make any such disclosure without the
              prior consent of the other party unless disclosure
              is:

          


     

    	(a)  	
            to
              its professional advisers; or

          


     

    	(b)  	
            required
              by law or the rules or standards of any applicable regulatory body
              and
              disclosure shall then only be made by that
              party:

          


     

    	(i)  	
            after
              it has taken all such steps as may be reasonable in the circumstances
              to
              agree the contents of such announcement with the other party before
              making
              such announcement and provided that any such announcement shall be
              made
              only after notice to the other party; and

          


     

    	(ii)  	
            to
              the person or persons and in the manner required by law or the applicable
              regulatory body or as otherwise agreed between the
              parties.

          


     

    	8.2  	
            The
              restrictions contained in clause 8.1 shall apply without limit of
              time.

          


     

    	9.  	
            ASSIGNMENT

          


     

    This
      agreement is personal to the parties and accordingly no party without the prior
      written consent of the other shall assign, transfer, charge or declare a trust
      of the benefit of all or any of any other party's obligations nor any benefit
      arising under this agreement neither shall any party delegate any of its
      obligations under this agreement or subcontract their provision to any third
      party or agent whatsoever.

     

    	10.  	
            COSTS

          


     

    Unless
      expressly otherwise provided in this agreement each of the parties shall bear
      its own legal, accountancy and other costs, charges and expenses connected
      with
      the sale and purchase of the Shares.

     

    	11.  	
            EFFECT
              OF COMPLETION

          


     

    The
      terms
      of this agreement (insofar as not performed at Completion and subject as
      specifically otherwise provided in this agreement) shall continue in force
      after
      and notwithstanding Completion.

     

    	12.  	
            FURTHER
              ASSURANCES

          


     

    	12.1  	
            Each
              of the parties shall from time to time upon request from the other
              do or
              procure the doing of all acts and/or execute or procure the execution
              of
              all such documents in so far as each is reasonably able and in a form
              reasonably satisfactory to the party concerned for the purpose of
              transferring to the Buyer the Shares and otherwise giving the other
              party
              the full benefit of this agreement.

          


     

    	12.2  	
            After
              Completion the Seller shall, and shall procure that each relevant member
              of the Seller's Group shall, co-operate with the Buyer in arranging
              the
              amendment of payment instructions for the payment of the Bank Points
              to
              any account nominated by the Buyer.

          


     

    	13.  	
            ENTIRE
              AGREEMENT

          


     

    	13.1  	
            Each
              party on behalf of itself and as agent for each of its Related Persons
              acknowledges and agrees with the other party (each such party acting
              on
              behalf of itself and as agent for each of its Related Persons)
              that:

          


     

    	(a)  	
            this
              agreement together with any other documents referred to in this agreement
              (together the "Transaction
              Documents")
              constitute the entire and only agreement between the parties and their
              respective Related Persons relating to the subject matter of the
              Transaction Documents;

          


     

    	(b)  	
            neither
              it nor any of its Related Persons have been induced to enter into any
              Transaction Document in reliance upon, nor have they been given, any
              warranty, representation, statement, assurance, covenant, agreement,
              undertaking, indemnity or commitment of any nature whatsoever other
              than
              as are expressly set out in the Transaction Documents and, to the extent
              that any of them have been, it (acting on behalf of itself and as agent
              on
              behalf of each of its Related Persons) unconditionally and irrevocably
              waives any claims, rights or remedies which any of them might otherwise
              have had in relation thereto; and

          


     

    	(c)  	
            the
              only remedies available to it in respect of the Transaction Documents
              (and, where appropriate, to its Related Persons) are damages for breach
              of
              contract and, for the avoidance of doubt, neither it (nor its Related
              Persons, where appropriate) have any right to rescind or terminate
              any
              Transaction Documents either for breach of contract or for negligent
              or
              innocent misrepresentation or otherwise;

          


     

    PROVIDED
      THAT the provisions of this clause 13 shall not exclude any liability which
      any
      of the parties or, where appropriate, their Related Persons would otherwise
      have
      to any other party or, where appropriate, to any other party's Related Persons
      or any right which any of them may have to rescind this agreement in respect
      of
      any statements made fraudulently by any of them prior to the execution of this
      agreement or any rights which any of them may have in respect of fraudulent
      concealment by any of them.

     

    	14.  	
            VARIATIONS

          


     

    This
      agreement may be varied only by a document signed by or on behalf of each of
      the
      Seller and the Buyer.

     

    	15.  	
            WAIVER

          


     

    	15.1  	
            A
              waiver of any term, provision or condition of, or consent granted under,
              this agreement shall be effective only if given in writing and signed
              by
              the waiving or consenting party and then only in the instance and for
              the
              purpose for which it is given.

          


     

    	15.2  	
            No
              failure or delay on the part of any party in exercising any right,
              power
              or privilege under this agreement shall operate as a waiver thereof,
              nor
              shall any single or partial exercise of any such right, power or privilege
              preclude any other or further exercise thereof or the exercise of any
              other right, power or privilege.

          


     

    	15.3  	
            No
              breach of any provision of this agreement shall be waived or discharged
              except with the express written consent of the Seller and the
              Buyer.

          


     

    	16.  	
            INVALIDITY

          


     

    	16.1  	
            If
              any provision of this agreement is or becomes invalid, illegal or
              unenforceable in any respect under the law of any
              jurisdiction:

          


     

    	(a)  	
            the
              validity, legality and enforceability under the law of that jurisdiction
              of any other provision; and

          


     

    	(b)  	
            the
              validity, legality and enforceability under the law of any other
              jurisdiction of that or any other
              provision,

          


     

    shall
      not
      be affected or impaired in any way.

     

    	17.  	
            NOTICES

          


     

    	17.1  	
            Any
              notice, demand or other communication given or made under or in connection
              with the matters contemplated by this agreement shall be in writing
              and
              shall be delivered personally or sent by fax or air
              mail:

          


     

    
      	
              In
                the case of the Buyer to:

            	 
	
              Tally-Ho
                Ventures, Inc.

              115
                Route D'Arlon

              L-8311
                Capellen

              Luxembourg

            	 
	
              Fax:

            	
              +352
                2630 1540

            
	
              Attention:

            	
              Jose
                Meleth

            
	 	 
	
              With
                copy to:

            	 
	
              Philip
                J. Englund

            	 
	
              3460
                Corte Clarita

            	 
	
              Carlsbad,
                CA 9209

            	 
	
              USA

            	 
	
              Fax:

            	
              +1
                760 753 7410

            
	 	 
	
              In
                the case of the Seller to:

            	 
	
              Protrust
                Financial Services Group SA

              Via
                Frasca 5

              PO
                Box 5237

              CH-C901

              Lugano

              Switzerland

            	 
	
              Fax:

            	
              +41
                91 973 6060

            
	
              Attention:

            	
              Alex
                Bell

            
	 	 


    

    


     

    and
      shall
      be deemed to have been duly given or made as follows:

     

    	(a)  	
            if
              personally delivered, upon delivery at the address of the relevant
              party;

          


     

    	(b)  	
            if
              sent by air mail, two Business Days after the date of posting;
              and

          


     

    	(c)  	
            if
              sent by fax, when despatched;

          


     

    and
      in
      proving service of the same it will be sufficient to prove, in the case of
      a
      letter, that such letter was properly stamped or franked for air mail, addressed
      and placed in the post and, in the case of a fax transmission, that such fax
      was
      duly transmitted to the fax number referred to above.

     

    	17.2  	
            A
              party may notify the other party to this agreement of a change to its
              name, relevant addressee, address or fax number for the purposes of
              clause
              17.1 provided that such notification shall only be
              effective:

          


     

    	(a)  	
            on
              the date specified in the notification as the date on which the change
              is
              to take place; or

          


     

    	(b)  	
            if
              no date is specified or the date specified is less than five Business
              Days
              after the date on which notice is given, the date falling five Business
              Days after notice of any such change has been
              given.

          


     

    	18.  	
            COUNTERPARTS

          


     

    This
      agreement may be executed in any number of counterparts which together shall
      constitute one agreement. Any party may enter into this agreement by executing
      a
      counterpart and this agreement shall not take effect until it has been executed
      by all parties.

     

    	19.  	
            GOVERNING
              LAW AND JURISDICTION

          


     

    	19.1  	
            Subject
              to clause 19.4, this agreement (and any dispute, controversy, proceedings
              or claim of whatever nature arising out of or in any way relating to
              this
              agreement or its formation) shall be governed by and construed in
              accordance with English law.

          


     

    	19.2  	
            Subject
              to clause 19.4, each of the parties to this agreement 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 agreement or its
              formation (respectively, "Proceedings"
              and "Disputes")
              and, for these purposes, each party irrevocably submits to the
              jurisdiction of the courts of England.

          


     

    	19.3  	
            Subject
              to clause 19.4, each party irrevocably waives any objection which it
              might
              at any time have to the courts of England being nominated as the forum
              to
              hear and decide any Proceedings and to settle any Disputes and agrees
              not
              to claim that the courts of England are not a convenient or appropriate
              forum for any such Proceedings or Disputes and further irrevocably
              agrees
              that a judgment in any Proceedings or Dispute brought in any court
              referred to in this clause shall be conclusive and binding upon the
              parties and may be enforced in the courts of any other
              jurisdiction.

          


     

    	19.4  	
            The
              provisions of clause 6 shall be governed by the laws of the State of
              Delaware and each of the parties to this agreement irrevocably agrees
              that
              the courts of the State of Delaware shall have non-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 clause
              6.

          


     

    	20.  	
            AGENT
              FOR SERVICE

          


     

    	20.1  	
            Without
              prejudice to any other permitted mode of service the parties agree
              that
              service of any claim forms, notice or other document ("Documents")
              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
              Transferor to Ashurst, Broadwalk House, 5 Appold Street London EC2A
              2HA
              (marked for the attention of Mark Sperotto);
              and

          


     

    	(b)  	
            the
              Buyer to Lane & Partners LLP, 15 Bloomsbury Square, London WC1A 2LS,
              United Kingdom (marked for the attention of Nick
              Sayers),

          


     

    or
      such
      other person and address in England and/or Wales as the Seller shall notify
      the
      Buyer in writing or vice versa from time to time.

     

    	20.2  	
            The
              Buyer hereby irrevocably designates and appoints Cozen O'Connor (the
              "Authorised
              Agent"),
              as its authorised agent upon whom process may be served in any suit
              or
              proceeding in the United States by delivery or by registered mail with
              return receipt requested to its registered office (which, as of the
              date
              hereof, is Suite 1400, Chase Manhattan Centre, 1201 North Market Street,
              Wilmington, DE 19801) to the attention of Jill Deeney (which service
              of
              process by registered mail shall be effective with respect to the Buyer
              so
              long as such return receipt is obtained, or in the refusal to sign
              such
              receipt the Seller is able to produce evidence of attempted delivery
              by
              such means). The Buyer hereby irrevocably authorizes and directs its
              Authorized Agent to accept such service. The Buyer further agrees that
              service of process upon its Authorized Agent and written notice of
              said
              service to Cozen O'Connor, as the case may be, as set forth above shall
              be
              deemed in every respect effective service of process upon the Buyer
              in any
              suit or proceeding in the Untied States. Nothing herein shall affect
              the
              right of any person to serve process in any other manner permitted
              by law.
              The Buyer agrees that a final action in any such suit or proceeding
              shall
              be conclusive and may be enforced in other jurisdictions by suit on
              the
              judgment or in any other lawful manner.

          


     

    


     

    IN
      WITNESS
      whereof
      this agreement has been executed on the date first above written.

     

     


    SCHEDULE
      3  

     

    Particulars
      relating to the Company

     

    


    
      	
               

              Authorised
                share capital:

               

            	
               

              CHF100,000

               

            
	 	 
	 	 
	
               

              Issued
                share capital:

               

            	
               

              CHF100,000

               

            
	 	 
	 	 
	
               

              Directors:

               

            	
               

              Christopher
                Matthew

               

            
	 	
               

              Luigi
                Pifferetti

               

            
	 	 
	 	 
	
               

              Auditors:

               

            	
               

              KPMG

               

            
	 	 
	 	 
	
               

              Accounting
                reference date:

               

            	
               

              31
                December

               

            
	 	 
	 	 
	
               

              Registered
                Office:

               

            	
              Via
                Frasca 5

              6901

              Lugano

              Switzerland

            


    

    


     


    SCHEDULE
      4  

     

    The
      Warranties

     

    Any
      Warranty expressed to be given "to the best of the Seller's knowledge and
      belief" or "so far as the Seller is aware" or otherwise qualified by reference
      to the knowledge of the Seller means so far as is within the actual knowledge
      of
      Mr. Alex Bell.

     

    	1.  	
            SELLER'S
              CAPACITY

          


     

    	1.1  	
            Authorisations

          


     

    The
      Seller has obtained all corporate authorisations and all other applicable
      governmental, statutory, regulatory or other consents, licences, waivers or
      exemptions required to empower it to enter into and to perform its obligations
      under this agreement.

     

    	2.  	
            THE
              COMPANY AND THE SHARES 

          


     

    	2.1  	
            Incorporation
              and existence

          


     

    The
      Seller and the Company are both Société Anonyme incorporated under the laws of
      Switzerland and have been in continuous existence since
      incorporation.

     

    	2.2  	
            The
              Shares

          


     

    	(a)  	
            The
              Seller is the only legal and beneficial owner of the
              Shares.

          


     

    	(b)  	
            The
              Company has not allotted any shares other than the Shares and the Shares
              are paid up in cash or in kind.

          


     

    	(c)  	
            There
              is no Encumbrance in relation to any of the
              Shares.

          


     

    	(d)  	
            Other
              than this agreement, there is no agreement, arrangement or obligation
              requiring the sale, transfer, redemption or repayment of, or the grant
              to
              a person of the right (conditional or not) to require the sale, transfer,
              redemption or repayment of, a share in the capital of the Company
              (including an option or right of pre-emption or
              conversion).

          


     

    	3.  	
            ACCOUNTS

          


     

    	3.1  	
            General

          


     

    	(a)  	
            The
              Accounts show a true and fair view of
              the:

          


     

    	(i)  	
            assets,
              liabilities, financial position and state of affairs of the Company
              at the
              Accounts date;

          


     

    	(ii)  	
            the
              profits and losses of the Company for the financial period ended on
              the
              Accounts Date;

          


     

    	(b)  	
            The
              Accounts have been prepared in accordance with the Swiss Law of
              Obligations and any other law, applicable standards, principles and
              practices generally accepted in Switzerland including, where relevant,
              International Accounting Standards.

          


     

    	(c)  	
            Except
              as stated in the Accounts, the Accounts have been prepared on a basis
              consistent with the basis upon which all audited accounts of the Company
              have been prepared in respect of the three years before the Accounts
              Date.

          


     

    	3.2  	
            Accounting
              and other records

          


     

    The
      books
      of account and other records of the Company are up-to-date and have been
      maintained in all respects in accordance with the Swiss Law of Obligations
      and
      any other law, applicable standards, principles and practices generally accepted
      in Switzerland including, where relevant, International Accounting
      Standards.

     

    	4.  	
            CHANGES
              SINCE THE ACCOUNTS DATE

          


     

    	4.1  	
            General

          


     

    Since
      the
      Accounts Date the Company has carried on its business in the ordinary and usual
      course and so as to maintain the business as a going concern.

     

    	4.2  	
            Specific

          


     

    Since
      the
      Accounts Date:

     

    	(a)  	
            the
              Company has not made, or agreed to make, capital expenditure exceeding
              in
              total CHF50,000 or incurred, or agreed to incur, a commitment or connected
              commitments involving capital expenditure exceeding in total
              CHF50,000;

          


     

    	(b)  	
            no
              substantial supplier has ceased or substantially reduced its trade
              with
              the Company or has materially altered the terms of trade to the Company's
              disadvantage;

          


     

    	(c)  	
            the
              Company has not declared, paid or made a dividend or other distribution
              except to the extent provided in the
              Accounts;

          


     

    	(d)  	
            no
              resolution of the shareholders of the Company has been passed outside
              of
              the usual course of business;

          


     

    	(e)  	
            the
              Company has not repaid or redeemed share or loan capital, or made (whether
              or not subject to conditions) an agreement or arrangement or undertaken
              an
              obligation to do any of those things;

          


     

    	(f)  	
            the
              Company has not paid nor is under an obligation to pay any management
              charges.

          


     

    	5.  	
            ASSETS

          


     

    	5.1  	
            Title

          


     

    So
      far as
      the Seller is aware there are no Encumbrances, nor so far as the Seller is
      aware
      has the Company agreed to create any Encumbrances, over any part of its assets
      and each asset included in the Accounts or acquired by it so far as the Seller
      is aware since the Accounts Date (other than assets sold in the ordinary course
      of business):

     

    	(a)  	
            is
              legally and beneficially owned by the Company;
              and

          


     

    	(b)  	
            where
              capable of possession, in the possession of the
              Company.

          


     

    	6.  	
            INTELLECTUAL
              PROPERTY

          


     

    	6.1  	
            General

          


     

    The
      Company is legally entitled to use all Intellectual Property used in connection
      with its business free from Encumbrances.

     

    	6.2  	
            Confidential
              agreements

          


     

    So
      far as
      the Seller is aware none of the operations of the Company involve the
      unauthorised use of confidential information disclosed to any Company in
      circumstances which might entitle a third party to make a claim against the
      Company.

     

    	7.  	
            EFFECT
              OF SALE

          


     

    	7.1  	
            General
              

          


     

    Neither
      the execution nor performance of this agreement or any document to be executed
      at or before Completion will so far as the Seller is aware:

     

    	(a)  	
            conflict
              with, or result in a material breach of an agreement, arrangement or
              obligation to which the Company is a party;
              or

          


     

    	(b)  	
            result
              in any substantial customer cease dealing with the Company;
              or

          


     

    	(c)  	
            result
              in any substantial supplier cease supplying to the
              Company;

          


     

    	(d)  	
            result
              in any officer or senior employee leaving the Company;
              or

          


     

    	(e)  	
            make
              the Company liable to transfer or purchase any assets, including shares
              held by it in other bodies corporate under their articles of association
              or any agreement or arrangement.

          


     

    	8.  	
            CONSTITUTION

          


     

    	8.1  	
            Intra
              vires

          


     

    The
      Company has the power to carry on its business as now conducted.

     

    	8.2  	
            Powers
              of attorney

          


     

    The
      Company has not executed any power of attorney or conferred on any person other
      than its directors, officers and employees any authority to enter into any
      transaction on behalf of or to bind the Company in any way and which power
      of
      attorney remains in force or was granted or conferred within one year of the
      Completion Date.

     

    	8.3  	
            Statutory
              documents

          


     

    The
      statutory documents of the Company are up to date and where permitted by law
      are
      in its possession and are true and complete in accordance with the
      law.

     

    	9.  	
            INSURANCE

          


     

    The
      Disclosure Letter contains a list of current insurance and indemnity policies
      in
      respect of which the Company has an interest (together the "Policies").
      So far
      as the Seller is aware each of the Policies is valid and enforceable and is
      not
      void or voidable.

     

    	10.  	
            CONTRACTUAL
              MATTERS

          


     

    	10.1  	
            Validity
              of agreements

          


     

    So
      far as
      the Seller is aware no party with whom the Company has entered into an agreement
      or arrangement which is material to the operation of the business of the Company
      is in material breach of such agreement or arrangement. So far as the Seller
      is
      aware no matter exists which might give rise to such breach.

     

    	10.2  	
            Standard
              terms and conditions

          


     

    A
      copy of
      the standard terms and conditions of business of the Company are annexed to
      the
      Disclosure Letter.

     

    	10.3  	
            Material
              agreements

          


     

    	(a)  	
            The
              Company is not a party to and is not liable under any contract,
              transaction, arrangement or liability which was entered into other
              than by
              way of a bargain at arm's length.

          


     

    	(b)  	
            The
              Company is not a party to and is not liable
              under:

          


     

    	(i)  	
            an
              agreement, arrangement or obligation by which the Company is a member
              of a
              joint venture, consortium, partnership or association (other than a
              bona
              fide trade association); or

          


     

    	(ii)  	
            a
              distributorship, agency, marketing, licensing or management agreement
              or
              arrangement.

          


     

    	11.  	
            LIABILITIES

          


     

    	11.1  	
            Debts
              owed to the Group

          


     

    There
      are
      no debts owing to the Company other than trade debts incurred in the ordinary
      and usual course of business.

     

    	11.2  	
            Debts
              owed by the Company

          


     

    	(a)  	
            The
              Company does not have any outstanding borrowing or indebtedness in
              the
              nature of borrowing (including, any indebtedness for moneys borrowed
              or
              raised under any acceptance credit, bond, note, bill of exchange or
              commercial paper, finance lease, hire purchase agreement, trade bills
              (other than those on terms normally obtained), forward sale or purchase
              agreement or conditional sale agreement or other transaction having
              the
              commercial effect of a borrowing) other
              than:

          


     

    	(i)  	
            moneys
              borrowed from third parties (which do not exceed CHF50,000 in aggregate
              and details of which as at the Completion Date are set out in the
              Disclosure Letter; and

          


     

    	(ii)  	
            trade
              debts incurred in the ordinary and usual course of
              business.

          


     

    	(b)  	
            The
              Company has not received any notice to repay under any agreement relating
              to any borrowing or indebtedness in the nature of borrowing which is
              repayable on demand.

          


     

    	(c)  	
            There
              has not occurred any event of default or any other event or circumstance
              which would entitle any person to call for early repayment under any
              agreement relating to any borrowing or indebtedness of the Company
              or to
              enforce any security given by the
              Company.

          


     

    	11.3  	
            Guarantees
              and indemnities

          


     

    	(a)  	
            The
              Company is not a party to any guarantee, indemnity, or suretyship with
              respect to another person's obligations.

          


     

    	(b)  	
            No
              part of the loan capital, borrowing or indebtedness in the nature of
              borrowing of the Company is dependent on the guarantee or indemnity
              of, or
              security provided by, another person.

          


     

    	12.  	
            BROKERAGE
              OR COMMISSIONS

          


     

    No
      person
      is entitled to receive from the Company a finder's fee, brokerage or commission
      in connection with this agreement or anything in it and the Company is not
      liable to pay to any of its directors, employees, agents and advisers any sum
      whatsoever in connection with the sale of the Shares.

     

    	13.  	
            OFFICERS
              AND EMPLOYEES

          


     

    	13.1  	
            Particulars
              of officers and employees

          


     

    The
      particulars of all officers and employees annexed to the Disclosure Letter
      show
      the job title, date of commencement of employment, and date of birth of every
      officer and employee of the Company.

     

    	13.2  	
            Remuneration
              and benefits

          


     

    The
      particulars annexed to the Disclosure Letter show all remuneration and other
      benefits:

     

    	(a)  	
            actually
              provided; and

          


     

    	(b)  	
            which
              the Company is bound to provide (whether now or in the
              future)

          


     

    to
      each
      officer and employee of the Company.

     

    	13.3  	
            Terms
              and conditions

          


     

    	(a)  	
            The
              Disclosure Letter contains examples of all the standard terms and
              conditions, staff handbooks and policies which apply to officers and
              employees of the Company and identifies which terms and conditions
              apply
              to which employees.

          


     

    	(b)  	
            There
              are no terms and conditions in any contract with any officer or employee
              of the Company pursuant to which such person will be entitled to receive
              any payment or benefit or such person's rights will change as a direct
              consequence of the transaction contemplated by this
              agreement.

          


     

    	13.4  	
            Notice
              periods

          


     

    The
      terms
      of employment of all officers and employees of the Company are such that their
      employment may be terminated by not more than 12 weeks' notice given at any
      time
      without liability for any payment including by way of compensation or damages
      (except for unfair dismissal or a statutory redundancy payment).

     

    	13.5  	
            Changes
              since the Accounts Date

          


     

    Since
      the
      Accounts Date the Company has not made any changes to the emoluments or benefits
      of or any bonus to any of its officers or employees and the Company is under
      no
      obligation to make any such changes with or without retrospective
      operation.

     

    	13.6  	
            Loans

          


     

    There
      are
      no amounts owing or agreed to be loaned or advanced by the Company to any
      directors, officers and employees of the Company (other than amounts
      representing remuneration accrued due for the current pay period, accrued
      holiday pay for the current holiday year or for reimbursement of
      expenses).

     

    	13.7  	
            Payment
              up to Completion

          


     

    All
      salaries and wages and other benefits of all employees of the Company have,
      to
      the extent due, been paid or discharged in full.

     

    	13.8  	
            Industrial
              relations

          


     

    	(a)  	
            No
              trade union, staff association or any other body representing workers
              is
              recognised by the Company for the purposes of collective
              bargaining.

          


     

    	(b)  	
            The
              Disclosure Letter contains copies of any collective agreements between
              the
              Company and any trade union, staff association or any other body
              representing workers.

          


     

    	(c)  	
            The
              Company is not engaged or involved in any trade dispute with any employee,
              trade union, staff association or any other body representing
              workers.

          


     

    	13.9  	
            Claims
              by officers and employees

          


     

    No
      past
      or present officer or employee of the Company or any predecessor in business
      has
      instigated any claim or right of action against the Company:

     

    	(a)  	
            in
              respect of any accident or injury which is not fully covered by insurance;
              or

          


     

    	(b)  	
            for
              breach of any contract of services or for services;
              or

          


     

    	(c)  	
            for
              loss of office or arising out of or connected with the termination
              of his
              office or employment.

          


     

    	14.  	
            TAXATION

          


     

    	14.1  	
            Payment
              and Returns

          


     

    	(a)  	
            The
              Company has duly and punctually paid all Tax which it has become liable
              to
              pay and is not under any liability to pay any penalty, interest, surcharge
              or fine in connection with any Tax.

          


     

    	(b)  	
            The
              Company has made all returns, maintained all records and provided all
              information in
              relation to Tax as it is required to make, maintain or provide and
              has
              complied on a timely basis with all notices served on it and any other
              requirements lawfully made of it by any Taxation Authority.

          


     

    	(c)  	
            The
              Company is not involved in any dispute in relation to Tax and no Taxation
              Authority has investigated or, so far as the Seller is aware, indicated
              that it intends to investigate the Tax affairs of the Company other
              than
              under the normal tax audit procedures of the relevant Taxation
              Authority.

          


     

    	14.2  	
            Stamp
              Duty and Documentary Taxes

          


     

    	(a)  	
            All
              documents in the enforcement of which the Company is interested have
              been
              duly stamped and all such duty, interest and penalties have been duly
              paid.

          


     

    	(b)  	
            The
              Company is not liable for any tax or duty on any contributions of capital
              whether formal or informal.

          


     

    	14.3  	
            Value
              Added Tax

          


     

    	(a)  	
            Each
              Group Company:

          


     

    	(i)  	
            is
              registered
              for the purposes of any VAT legislation in Switzerland (the "VAT
              legislation");

          


     

    	(ii)  	
            has
              made, given, obtained and kept, in all material respects, up to date,
              full
              and accurate records, invoices and documents appropriate or required
              for
              the purposes of the VAT legislation;
              and

          


     

    	(iii)  	
            has
              complied in all material respects with all other applicable VAT
              legislation and in particular has filed all returns and made all payments
              of VAT on a timely basis.

          


     

    	14.4  	
            Deductions

          


     


      The
        Company has deducted or withheld all Tax which it has been obliged by law
        to
        deduct or withhold from amounts paid by it, has properly accounted to the
        relevant Taxation Authority for all amounts of Tax so deducted or withheld
        and
        has otherwise complied in all material respects with its legal obligations
        in
        respect of such deductions or withholdings.


     

    	14.5  	
            Indemnities

          


     

    The
      Company has no liability to make any payment pursuant to an indemnity, guarantee
      or covenant entered into before completion under which the Company has agreed
      to
      meet or pay a sum equivalent to or by reference to another person's liability
      to
      Tax.

     

    	14.6  	
            Transfer
              Pricing

          


     

    So
      far as
      the Seller is aware, all transactions entered into by the Company have been
      entered into on an arm's length basis and the consideration (if any) charged
      or
      received or paid by the Company on all transactions entered into by it has
      been
      equal to the consideration which might have been expected to be charged,
      received or paid (as appropriate) between independent persons dealing at arm's
      length and no notice or enquiry by any Taxation Authority has been made in
      connection with any such transaction.

     

    	14.7  	
            Residence

          


     


      The
        Company has at all times since incorporation been resident only in its
        jurisdiction of incorporation for all Tax purposes. The Company is not liable
        to
        Tax in any jurisdiction other than the jurisdiction in which it is incorporated
        nor does the Company have or has ever had a permanent establishment in a
        jurisdiction other than the jurisdiction of incorporation.


     

    	14.8  	
            Tax Avoidance

          


     

    The
      Company has not entered into nor been a party to any scheme or arrangement
      designed wholly or mainly for the purposes of avoiding or deferring a liability
      to Tax.

     

    	14.9  	
            Groups

          


     

    The
      Company is not and has never been a member of a group of companies or a fiscal
      consolidation or a fiscal unity for the purposes of any corporate income
      Tax.

     

    	15.  	
            INFORMATION

          


     

    The
      information set out in schedule 1 of this agreement is true and not
      misleading.

     

    	16.  	
            MANAGEMENT
              ACCOUNTS

          


     

    The
      management accounts of the Company in the agreed terms have been prepared by
      the
      Company adopting the same accounting policies and principals as those adopted
      in
      the preparation of the Accounts and give a fair view of the state of affairs
      and
      financial position of the Company as at and for the period in respect of which
      they have been prepared, but it is hereby acknowledged that they have not been
      independently reviewed or audited.

     

    


     

    


     

    


     

     


     

    SCHEDULE
      5  

     

    Seller
      Protection Clauses

    


     

    	1.  	
            Save
              in the case of fraud or fraudulent concealment by the Seller, the Seller
              shall be under no liability in respect of any claim under the Warranties
              and any such claim shall be wholly barred and unenforceable unless
              written
              notice of such claim setting out full details of the relevant claim
              (including the grounds on which such claim is based and the amount
              claimed
              to be payable in respect thereof) shall have been served upon the Seller
              by the Buyer:

          


     

    	1.1  	
            in
              the case of a claim under the Warranties (other than the Warranties
              relating to Tax) by not later than 5.00 p.m. on the first anniversary
              of
              the date hereof; and

          


     

    	1.2  	
            in
              the case of a claim under the Warranties relating to Tax by not later
              than
              5.00 p.m. on the seventh anniversary of the date hereof,

          


     

    and
      the
      liability of the Seller for any claim specified in such notice shall absolutely
      determine and cease if either (unless the amount payable in respect of the
      relevant claim has been agreed by the Seller within six months of the date
      of
      such written notice);

     

    	(a)  	
            legal
              proceedings have not been instituted in respect of such claim by the
              due
              service of process on the Seller within six months of the date of such
              written notice; or

          


     

    	(b)  	
            in
              the event that the Seller shall make in respect thereof a request pursuant
              to paragraph 8.2(a), if legal proceedings have not been instituted
              by the
              Buyer in respect of such claim by the due service of process on the
              Seller
              within three months of the date on which pursuant to paragraph 8.2(a)
              judgment is given by a court of competent jurisdiction in respect of
              such
              proceedings as shall have been instituted by the Buyer pursuant to
              such
              request or the date settlement is reached in such third party proceedings
              with the consent of the Seller or on which the Seller and the Buyer
              agree
              that proceedings or other action against the third party shall be
              abandoned.

          


     

    For
      the
      purpose of this paragraph 1 legal proceedings shall not be deemed to have been
      commenced unless they shall have been properly issued and validly served upon
      the Seller.

     

    	2.  	
            Save
              in the case of fraud or fraudulent concealment by the Seller, the Seller
              shall be under no liability in respect of any claim under the
              Warranties:

          


     

    	2.1  	
            where
              the liability of the Seller in respect of that claim would (but for
              this
              paragraph) have been less than US$50,000;
              or

          


     

    	2.2  	
            unless
              and until and only to the extent that the liability in respect of that
              claim (not being a claim for which liability is excluded under, paragraph
              2.1 above) when aggregated with the liability of the Seller in respect
              of
              all other such claims shall exceed
              US$500,000.

          


     

    	3.  	
            Save
              in the case of fraud or fraudulent concealment by the Seller, the
              aggregate liability of the Seller (before any netting off or set off
              of
              any liability of the Buyer) in respect of all claims whatsoever under
              this
              agreement shall not in any circumstances exceed
              US$2,000,000.

          


     

    	4.  	
            In
              the event that an amount becomes due to the Buyer from the Seller arising
              from a Claim which has been settled between the Buyer and Seller or
              finally judicially decided (with no right of appeal), such amount shall
              be
              set-off against any amount outstanding or which will become due and
              payable by the Buyer to the Seller under the Put Option
              Deed.

          


     

    	5.  	
            The
              Seller shall be under no liability in respect of any claim under the
              Warranties to the
              extent that the facts or circumstances giving rise thereto are fairly
              disclosed or referred to in the Disclosure
              Letter or provided for or stated to be exceptions under the terms of
              this
              agreement or are otherwise known or knowledge of which is to be imputed
              to
              or ought to be known by any member of the Buyer's Group or their
              respective agents or advisers at the date hereof.
              Nothing in the Disclosure Letter shall constitute a representation
              or
              warranty as to the accuracy of the information forming part of the
              Disclosure Letter.

          


     

    	6.  	
            No
              liability (whether in contract, tort or otherwise) shall attach to
              the
              Seller in respect of any claim under the Warranties to the extent
              that:

          


     

    	6.1  	
            the
              claim or the events giving rise to the claim would not have arisen
              but for
              an act, omission or transaction of the Buyer's Group otherwise than
              in the
              ordinary course of trading of the Group as at present carried on or
              which
              would not have arisen but for any claim, election or surrender or
              disclaimer made or omitted to be made or notice or consent given or
              omitted to be given by the Buyer's Group under the provisions of any
              statutes relating to Tax;

          


     

    	6.2  	
            the
              claim is based upon a liability which is contingent only, unless and
              until
              such contingent liability becomes an actual
              liability;

          


     

    	6.3  	
            allowance,
              provision or reserve in respect of the matter giving rise to the claim
              shall have been made in the Accounts or to the extent that the matter
              giving rise to the claim shall have been noted or taken into account
              in
              the Accounts;

          


     

    	6.4  	
            the
              claim occurs wholly or partly out of or the amount thereof is increased
              as
              a result of:

          


     

    	(a)  	
            any
              change in the accounting principles or practices of the Buyer's Group
              introduced or having effect after the date of this agreement unless
              the
              same is introduced to bring the accounting principles and practices
              into
              line with generally accepted accounting principles and practices in
              Switzerland including, where relevant, International Accounting Standards
              in relation to a business of the type carried on by the Company;
              or

          


     

    	(b)  	
            any
              increase in the rates of taxation made after the date hereof;
              or

          


     

    	(c)  	
            any
              change in law or regulation or in its interpretation or administration
              by
              the English courts or by any other fiscal, monetary or regulatory
              authority (whether or not having the force of
              law);

          


     

    	6.5  	
            the
              loss or damage giving rise to the claim is recoverable by the Buyer's
              Group under any policy of insurance or would have been so recoverable
              but
              for any change in the terms of insurance since the date of this
              agreement;

          


     

    	6.6  	
            the
              claim is for taxation which arises in respect of the ordinary course
              of
              business of the Company or any Subsidiary after the Accounts
              Date;

          


     

    	6.7  	
            the
              claim relates to a claim or liability for taxation and would not have
              arisen but for any winding-up or cessation after Completion of any
              business or trade carried on by the Buyer's
              Group.

          


     

    	7.  	
            In
              assessing any liabilities damages or other amounts recoverable by the
              Buyer as a result of any claim under the Warranties there shall be
              taken
              into account any benefit accruing to the Buyer's Group including, without
              prejudice to the generality of the foregoing, any amount of any tax
              relief
              obtained or obtainable by the Buyer's Group and any amount by which
              any
              taxation for which the Buyer's Group is or may be liable to be assessed
              or
              accountable is reduced or extinguished, arising directly or indirectly
              in
              consequence of the matter which gives rise to such
              claim.

          


     

    	8.  	
            No
              liability will arise and no claim may be made under any of the Warranties
              to the extent that the matter giving rise to such claim is remediable
              unless within the period of 30 days following the Buyer becoming aware
              of
              such matter the Buyer shall have given written notice thereof to the
              Seller and such matter shall not have been remedied to the reasonable
              satisfaction of the Buyer within the period of 30 days following the
              date
              of service of such notice.

          


     

    	8.1  	
            This
              clause shall apply in circumstances
              where:

          


     

    	(a)  	
            any
              claim is made against the Buyer's Group which may give rise to a claim
              by
              the Buyer against the Seller under the Warranties other than the
              Warranties applying to Taxation (the "General
              Warranties");
              or

          


     

    	(b)  	
            the
              Buyer's Group is or may be entitled to make recovery from some other
              person any sum in respect of any facts or circumstances by reference
              to
              which the Buyer has or may have a claim against the Seller under the
              General Warranties; or

          


     

    	(c)  	
            the
              Seller shall have paid to the Buyer an amount in respect of a claim
              under
              the General Warranties and subsequent to the making of such payment
              the
              Buyer's Group becomes or shall become entitled to recover from some
              other
              person a sum which is referable to that
              payment.

          


     

    	8.2  	
            The
              Buyer shall and shall procure that the Company
              shall:

          


     

    	(a)  	
            (prior
              to taking any action against the Seller under the General Warranties
              in
              the case of paragraph 8.1(a) and paragraph 8.1(b)) promptly and diligently
              take all such action as the Seller may request including the institution
              of proceedings and the instruction of professional advisers approved
              by
              the Seller to act on behalf of the Buyer or the Company or any Subsidiary
              to avoid, dispute, resist, compromise, defend or appeal against any
              such
              claim against the Buyer's Group as is referred to in paragraph 8.1(a)
              or
              to make such recovery by the Buyer's Group as is referred to in paragraph
              8.1(b) or paragraph 8.1(c), as the case may be, in accordance with
              the
              instructions of the Seller to the intent that such action shall be
              delegated entirely to the Seller; and

          


     

    	(b)  	
            not
              settle or compromise any liability or claim to which such action is
              referable without the prior written consent of the Seller;
              and

          


     

    	(c)  	
            in
              the case of paragraph 8.1(c) only, promptly repay to the Seller an
              amount
              equal to the amount so recovered or, if lower, the amount paid by the
              Seller to the Buyer.

          


     

    	9.  	
            The
              Buyer shall:

          


     

    	9.1  	
            Within
              20 Business Days inform the Seller in writing of any fact, matter,
              event
              or circumstance which comes to its notice or to the notice of the Buyer's
              Group whereby it appears that the Seller is or may be liable to make
              any
              payment in respect of any claim under the General Warranties or whereby
              it
              appears the Buyer's Group shall become or may become entitled to recover
              from some other person a sum which is referable to a payment already
              made
              by the Seller in respect of such a claim;
              and

          


     

    	9.2  	
            thereafter
              keep the Seller fully informed of all developments in relation thereto;
              and

          


     

    	9.3  	
            provide
              access to its personnel, premises and chattels and give all such
              information and documentation (no matter how it is recorded or stored)
              as
              the Seller shall reasonably request in connection therewith and also
              in
              connection with any proceedings instituted by or against the Buyer's
              Group
              under paragraph 8.1.

          


     

    	10.  	
            No
              liability to make any payment in respect of any claim for Tax under
              the
              Warranties shall arise before:

          


     

    	(a)  	
            in
              the case of a claim for Tax involving an actual payment of Tax, the
              last
              day on which a payment of that Tax becomes finally due and
              payable;

          


     

    	(b)  	
            in
              the case of a claim for Tax involving the loss of a relief against
              Tax,
              the last day on which a payment of Tax becomes finally due and payable
              which would not, but for such loss, have been
              payable;

          


     

    	(c)  	
            in
              the case of a claim for Tax involving the set off of a relief against
              Tax,
              the last day on which a payment of Tax would have become finally due
              and
              payable but for the set off of such
              relief.

          


     

    	(d)  	
            in
              the case of a claim for Tax involving the loss of or reduction of a
              right
              to repayment of Tax, the day on which any repayment or increased repayment
              of Tax would, but for the loss of or reduction of such right to repayment,
              have been due. 

          


     

    	11.  	
            In
              the event that the Seller at any time after the date hereof shall wish
              to
              take out insurance against its liability hereunder the Buyer undertakes
              to
              provide such information as the prospective insurer may require before
              effecting such insurance.

          


     

    	12.  	
            The
              Buyer's Group will take or procure the taking of all such steps and
              action
              as are necessary or as the Seller may require in order to mitigate
              any
              claim under the Warranties and the Buyer's Group shall act in accordance
              with such request. Nothing in this agreement shall or shall be deemed
              to
              relieve the Buyer of any common law or other duty to mitigate any loss
              or
              damage incurred by it.

          


     

    	13.  	
            Any
              liability of the Seller in respect of any claim under the Warranties
              which
              is based upon or referable to:

          


     

    	(a)  	
            a
              shortfall, insufficiency or reduction of earnings, revenues or profits
              (whether or not consolidated, or before or after tax or extraordinary,
              exceptional or non-recurring items) of any member of the Group;
              or

          


     

    	(b)  	
            an
              adverse effect on any such earnings, revenues or
              profits

          


     

    arising
      in each case by virtue of the subject matters of the claim shall not exceed
      the
      amount of such shortfall, insufficiency, reduction or adverse effect which
      has
      occurred at the date of such claim.

     

    


     

    


     

    


     

     


     

    SCHEDULE
      6  

     

    Form
      of US Legal Opinion to be provided by Buyer's US Counsel

    


     

    	1.  	
            Tally-Ho
              Ventures, Inc. (the "Buyer")
              is a corporation duly incorporated, validly existing and in good standing
              under the laws of the State of Delaware.

          


    


    	2.  	
            The
              Buyer has the corporate power and authority to execute and deliver
              the
              sale and purchase agreement relating to the sale of all the issued
              shares
              of Protrust Private Client SA between the Buyer and Protrust Financial
              Services Group SA (the "Sale and Purchase Agreement"), the Promissory
              Note, the Transitional Services Agreement and the Option Deed (as each
              is
              defined in the Sale and Purchase Agreement) and perform its obligations
              thereunder.

          


    


    	3.  	
            The
              Buyer has taken all corporate action necessary to authorise the execution
              and delivery of the Sale and Purchase Agreement, the Promissory Note,
              the
              Transitional Services Agreement and the Option Deed and the performance
              of
              its obligations thereunder.

          


    


    	4.  	
            The
              Buyer has duly executed and delivered the Sale and Purchase Agreement,
              the
              Promissory Note, the Transitional Services Agreement and the Option
              Deed.

          


    


    	5.  	
            Each
              of the Sale and Purchase Agreement, the Promissory Note, the Transitional
              Services Agreement and the Option Deed is a legal, valid and binding
              obligation of the Buyer, enforceable against the Buyer in accordance
              with
              its terms, subject to the effect of bankruptcy, insolvency, reorganisation
              or other similar laws affecting the rights and remedies of creditors
              generally, and general principles of
              equity.

          


    


    	6.  	
            The
              Consideration Shares (as defined in the Sale and Purchase Agreement)
              have
              been duly authorised and validly issued and are fully paid and
              non-assessable, and no holder thereof will be subject to personal
              liability be reason of being such a holder and the Consideration Shares
              are not subject to the pre-emptive rights of any shareholder of the
              Buyer.

          


    


    	7.  	
            No
              authorisation, approval or other action by, and no notice to or filing
              with, any United States federal or state governmental authority or
              regulatory body is required for the execution and delivery by the Buyer
              of
              the Sale and Purchase Agreement, the Promissory Note, the Transitional
              Services Agreement and the Option Deed and the performance by the Buyer
              of
              its obligations thereunder.

          


    


     

    


     

    



    


    


    
      	
              Signed
                by Alex Bell

              for
                and on behalf of PROTRUST
                FINANCIAL SERVICES GROUP SA

              in
                the presence of:

            	
              )

              )

              )

            	 


    

    


    


    


    


    
      	
              Signed
                by Nigel Gregg

              for
                and on behalf of TALLY-HO
                VENTURES, INC.

              in
                the presence of :

            	
              )

              )

              )