CONTENTS

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

 

 

 

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:

 

 

 

SCHEDULE 2  THE PARTIES AGREE AS FOLLOWS:

 

 

 

"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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

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:

 

 

 

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.

 

 

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:

 

 

 

 

 

 

 

 

 

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.

 

 

 

 

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.

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

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.

 

 

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.

 

 

 

 

 

 

 

 

 

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.

 

 

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

 

 

 

 

 

 

 

 

 

shall not be affected or impaired in any way.

 

 

 

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 ###-###-####
In the case of the Seller to:
Protrust Financial Services Group SA Via Frasca 5 PO Box 5237 CH-C901 Lugano Switzerland
Fax:	+41 ###-###-####
Attention:	Alex Bell

 

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

 

 

 

 

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.

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

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

 

 

SCHEDULE 3  

 

 

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  

 

 

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.

 

 

 

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.

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

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.

 

 

Since the Accounts Date:

 

 

 

 

 

 

 

 

 

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):

 

 

 

 

 

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

 

 

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.

 

 

 

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:

 

 

 

 

 

 

 

 

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

 

 

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.

 

 

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.

 

 

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.

 

 

 

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.

 

 

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

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

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.

 

 

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

 

 

 

to each officer and employee of the Company.

 

 

 

 

 

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).

 

 

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.

 

 

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).

 

 

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

 

 

 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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

 

 

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  

 

 

 

 

 

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);

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  

 

 

 

 

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 :

) ) )