<p>Hi Steve,</p>

<p>See the attached docs,</p>

<p>I don&rsquo;t have the signed versions to hand but I am fairly sure these are the same.</p>

<p>The investment management agreement is between Harcourt Investments (was Ducalian and was novated at the split) and The Harcourt Pub Ltd, and the Sansar operations agreement is between Sansar and The Harcourt Pub Ltd. &nbsp;</p>

<p>If you look at the investment management agreement, in the schedule of services, I think you could serve notice on two points. 1, the development and operational performance monitoring and 2, the annual and bi-annual reporting. As mentioned on the phone, this has to be served in the right formal process but he will have 30 days to remedy the breach. You requested quite a lot of information some time ago so this might have eaten into the 30 days &ndash; advice will be needed on this point &ndash; and the majority of the information hasn&rsquo;t been forthcoming, you could up the request for management accounts for the last three years, filed accounts etc &ndash; I don&rsquo;t think these have ever been sent &ndash; and all the information you previously asked for.</p>

<p>Moving on from that there will be three other points as I see it:</p>

<ol>
	<li>Terminating the Sansar contract</li>
	<li>Terminating the Harcourt Inns operations contract</li>
	<li>Removing James as a director</li>
</ol>

<p>&nbsp;</p>

<ol>
	<li>Looking through the contract attached, I think 8.4 could be relevant:</li>
</ol>

<p>&nbsp;</p>

<ol>
	<li>
	<ol>
		<li>Notwithstanding any other provision in this agreement, Harcourt may terminate this agreement on giving to Sansar not less than one month&#39;s notice in circumstances where Sansar:</li>
	</ol>
	</li>
</ol>

<h3>8.4.1ceases to provide the whole or a material part of the Services;</h3>

<p>I believe they have breached this as there has been very little operational involvement from Sansar. Even with the opportunity to remedy this, I don&rsquo;t believe they would do it. There may also be an angle to attack other points in the contract to reach an agreement to terminate the contract.</p>

<ol>
	<li>I believe there may be a new contract put in place after the split (the &lsquo;head office costs&rsquo; you see in the forecast P&amp;Ls). As mentioned on the phone this may be able to be nullified due to a possible conflict of interest - legal advice is needed on this. At any rate, once control of the management is in place it is easier to manage an operations agreement and hold people/entities accountable.</li>
</ol>

<ol>
	<li>There could be a general meeting held to propose a resolution to remove James from office &ndash; but there are special rules about how that would need to take place which would need to be followed, but it could be done.&nbsp; I&rsquo;m not sure if it would be better to have James in office when attacking point 2, again legal advice would be needed to get the timings right.</li>
</ol>

<p>&nbsp;</p>

<p>Best regards,</p>

<p>Robert Cherry</p>

<p>Ducalian Capital</p>