ex10_48.htm


    
      

    

    EXHIBIT
10.48

    


    Debenture
Purchase Agreement

    


    This
Debenture Purchase Agreement is entered
into on May 27, 2008,  to be effective as of October 31, 2007 (the
“Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a
Delaware limited partnership (“Sentient LP”), AmerAlia, Inc., a Utah corporation
(“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural
Soda Holdings, Inc., a Colorado corporation (“Holdings”).

    


    R
E C I T A L S

    


    WHEREAS, Soda requested funds
from Sentient LP to permit Soda to increase its working capital and Sentient LP
has previously advanced those funds;

    


    WHEREAS, Holdings has issued
Secured Series A 10% Debentures Due September 30, 2005 (“Series A Debentures” or
a “Series A Debenture”) in a total principal amount of approximately
$10,125,000, plus accrued interest thereon, owned by Sentient L.P. ($5,000,000
principal amount), Soda ($750,000 principal amount)(the “Soda Series A
Debenture”), and AmerAlia ($4,375,000 principal amount);

    


    WHEREAS, pursuant to the terms
of the Series A Debentures, as of October 31, 2007Soda was owed Two Hundred
Seventy One Thousand Two Hundred Fifteen and 75/100 Dollars ($271,215.75) of
accrued interest from Holdings pursuant to the Series A Debenture owned by Soda
plus amounts accruing thereon from and after October 31, 2007 (the “Soda Series
A Interest”); and

    


    WHEREAS, Sentient LP and Soda
had agreed that Sentient LP would purchase of the Soda Series A Debenture and
the Soda Series A Interest and they intend to memorialize that purchase on the
terms set forth below.

    


    NOW, THEREFORE, in
consideration of the foregoing premises, the representations, covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

    


    1.            
Reciprocal
Representations and Warranties.  The parties each
covenant, represent, and warrant to the other that:

    


    
      	
               
      

            	
              a.

            	
              Organization and
      Standing.  It has been duly organized and validly
      exists.

            


    

    


    
      	
               
      

            	
              b.

            	
              Power and
      Authority.  It has the full power and authority to carry
      on its business as it is now being conducted and to carry out the
      transactions contemplated by this Agreement; and the execution of and
      performance by it under this Agreement and the other documents to be
      delivered as part of the transactions contemplated hereby have been
      properly authorized.

            


    

    


    
      	
               
      

            	
              c.

            	
              No
      Conflict.  Neither the execution and delivery of this
      Agreement and the other documents executed or required to be executed
      hereunder nor the consummation of the transactions contemplated hereby or
      thereby will violate, breach, be in conflict with, or constitute a default
      under, or permit the termination or acceleration of the maturity of, or
      result in the imposition of any lien, claim, or encum­brance upon any
      of its assets pursuant to the terms of any note, bond, mortgage, deed of
      trust, loan, lease, other arrangement, agreement, or instrument or any
      judgment, order, injunction, or decree to which it is a party or by which
      it or its property or any of is assets is bound or
  subject.

            


    

    


    
      
        
           


        

        
          Page
1

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              d.

            	
              Binding
      Effect.  This Agreement and each of the documents to be
      executed and delivered pursuant to the transactions contemplated hereby
      are, or when executed and delivered against the consideration to be
      received therefor will be, legal, valid, and binding obligations,
      enforceable in accordance with their
terms.

            


    

    


    
      	
               
      

            	
              e.

            	
              Consents. No
      consent of any party (excluding any consent that may be required by
      AmerAlia, Holdings, or Soda and which is provided herewith) is necessary
      for the consummation of the transactions contemplated
    hereby.

            


    

    


    
      	
               
      

            	
              f.

            	
              Expenses.  Each
      party will pay all its expenses and costs, including fees of legal counsel
      and accountants, incurred in connection with the execution and delivery
      of, and performance by it under, this
Agreement.

            


    

    


    2.           
 Purchase and
Sale.   Subject to the terms and conditions contained
herein, effective October 31, 2007 Sentient LP purchases from Soda the Soda
Series A Debenture and the Soda Series A Interest and effective October 31, 2007
Soda sells, assigns, transfers and delivers to Sentient LP the Soda Series A
Debenture and the Soda Series A Interest, free and clear of all liens, pledges,
charges or encumbrances of any nature. Sentient LP has paid or shall pay Soda
the purchase price of One Million Twenty One Thousand Two Hundred Fifteen and
75/100 Dollars ($1,021,215.75) in consideration for the transfer of the Soda
Series A Debenture and the Soda Series A Interest.

    


    3.          
  Additional
Representations, Warranties, and Covenants.

    


    
      	
               
      

            	
              a.

            	
              AmerAlia.  AmerAlia
      represents, warrants and agrees as
follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              Pursuant
      to any limitations on the transfer contained in the Securityholder
      Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and
      Sentient LP’s predecessors in interest, AmerAlia consents to the transfer
      of the Soda Series A Debenture and the Soda Series A Interest to Sentient
      LP.

            


    

    


    
      	
               
      

            	
              b.

            	
              Soda.  Soda
      represents, warrants and agrees as
follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              Soda
      owns the Soda Series A Debenture with all interest thereon free and clear
      of all liens, claims and
encumbrances.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Soda
      will use the proceeds of the purchase solely for additional working
      capital and for no other purpose.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Soda
      will hold any payments it receives from or on behalf of Holdings on the
      Soda Series A Debentures or the Soda Series A Interest in trust for the
      benefit of Sentient LP and such amounts will be promptly paid to Sentient
      LP.

            


    

    


    
      
        
           


        

        
          Page
2

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              iv.

            	
              Pursuant
      to any limitations on the transfer contained in the Securityholder
      Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and
      Sentient LP’s predecessors in interest, Soda consents to the transfer of
      the Soda Series A Debenture and the Soda Series A Interest to Sentient
      LP.

            


    

    


    
      	
               
      

            	
              c.

            	
              Holdings.
      Holdings represents and warrants to Sentient LP as
  follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              The
      obligations purchased by Sentient LP, i.e., the Soda Series A Debenture
      and the Soda Series A Interest have been transferred to Sentient LP and
      are registered on Holdings’ books and records (noted as owned by Sentient
      LP) so that interest accrued and paid thereon (as provided in the Series A
      Debentures) will qualify as “portfolio interest” obligation within the
      meaning of Section 871(h) of the Internal Revenue Code of 1986, as
      amended. Since the Series A Debentures are registered with the Maker as to
      both the principal amount and any interest payable thereunder and may be
      transferred by the Holder to any third person only by surrendering the
      original note to the Maker and the issuance by the Maker of a new
      obligation to the transferee, as required under Section 1.871-14(c) of the
      Treasury Regulations promulgated under the United States Internal Revenue
      Code.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Holdings
      has no defense to the payment of principal of and interest on any of its
      Series A Debentures, and any defenses and counterclaims to the enforcement
      of the Series A Debentures are hereby waived and released by Holdings
      which agrees not to assert such defenses against Sentient LP or any
      affiliate. The consideration for this waiver and release is acknowledged
      to include, but not be limited to, the fact that Soda, which is partially
      owned by Holdings, will receive cash as a result of the transactions
      contemplated by this Agreement.

            


    

     

    
      	
               
      

            	
              iii.

            	
              Pursuant
      to any limitations on the transfer contained in the Securityholder
      Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and
      Sentient LP’s predecessors in interest, Holdings consents to the transfer
      of the Soda Series A Debenture and the Soda Series A Interest to Sentient
      LP.

            


    

    


    
      	
               
      

            	
              d.

            	
              Joint Representations
      and Warranties.  AmerAlia and Holdings represent and
      warrant to Sentient LP (and its affiliates)
  that:

            


    

    


    
      	
               
      

            	
              i.

            	
              Each
      of them has delivered to Sentient LP (A) the unaudited financial
      statements for AmerAlia & Subsidiaries,  consolidated
      Balance Sheets and Income Statements for the years ended June 30, 2006 and
      June 30, 2007 and for the Quarters ended September 30, and December 31,
      2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings,
      Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements
      for the years ended June 30, 2006 and June 30, 2007 and for the Quarters
      ended September 30, and December 31, 2007 (collectively (A) and (B) are
      referred to herein as the “Unaudited Statements”). In all material
      respects, the Unaudited Statements: (i)  are true, accurate and
      complete, (ii) have been prepared in accordance with GAAP applied on a
      consistent basis (except as otherwise stated in such financial
      statements), and (iii) present fairly the financial position and results
      of operations, cash flows and of changes in stockholders’ equity as of the
      dates and for the periods indicated, subject to normal year-end audit
      adjustments, which taken together are not material in amount (with
      materiality defined as $50,000 individually or in the
      aggregate).

            


    

    


    
      
        
           


        

        
          Page
3

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              ii.

            	
              Except
      as disclosed herein, none of the assets of Soda have been paid to or for
      the benefit of AmerAlia, Holdings, Robert van Mourik or Bill H.
      Gunn.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Each
      has disclosed all material facts related to AmerAlia, Holdings, Soda, and
      any of the debentures issued by Holdings, and has not failed to disclose
      to Sentient LP any material fact necessary to prevent what has been
      disclosed to Sentient LP from being
misleading.

            


    

    


    
      	
               
      

            	
              iv.

            	
              There
      are no defenses or counterclaims to the enforcement of the Soda Series A
      Debenture and AmerAlia, Holdings and Soda hereby waive and release any
      such defense or counterclaims that may
exist.

            


    

    


    
      	
               
      

            	
              v.

            	
              Neither
      of them has any claim, counterclaim, offset, or other right that it could
      possibly assert against Sentient LP, or any investor, partner, agent,
      officer, director, trustee, agent or other representative
      of  Sentient LP, or any entity or person affiliated with
      them.

            


    

    


    4.           
 Mutual
Covenants.  For the benefit of each other, AmerAlia, Holdings,
Soda and Sentient LP, covenant, promise, and agree that:

    


    
      	
               
      

            	
              a.

            	
              Further
      Assurances.  From time to time, at the request of the
      other party, he or it will, without further consideration, execute and
      deliver such further instruments of conveyance, assignment, and transfer,
      assumption, or agreement to perform and discharge, pay, encumber or
      indemnify, as appropriate, in order to more effectively convey and
      transfer the Soda Series A Debenture and the Soda Series A Interest to
      Sentient LP.

            


    

    


    
      	
               
      

            	
              b.

            	
              Expenses.  Each
      party will pay all his or its expenses and costs, including fees of legal
      counsel and accountants, incurred in connection with the execution and
      delivery of, and performance by it under, this
  Agreement.

            


    

    


    
      	
               
      

            	
              c.

            	
              Indemnification.  AmerAlia
      and Holdings jointly and severally, will indemnify and hold harmless
      Sentient LP and its affiliates against any and all liabilities,
      obligations, damages, or deficiencies resulting from any omission,
      misrepresentation, breach of warranty, or non-fulfill­ment of any
      agreement contained in this Agreement or in any instrument, certificate,
      document or agreement to be delivered as the result of the transactions
      contemplated hereby.  Those matters are hereinafter referred to
      as claims.  The party entitled to indemnification is referred to
      herein as the “indemnified party” and the party obligated to provide
      indemnification is referred to herein as the “indemnify­ing
      party.”

            


    

    


    An
indemnified party shall promptly advise an indemnifying party of the existence
of any claim promptly after becoming aware of such claim. Thereafter the
indemnifying party may notify the indemnified party in writing of an intention
and agreement to undertake the defense, settlement or other resolu­tion of
the claim.  If that happens, the indemnified party shall cooperate
with the indemnifying party; provided, however, (i) any expenses reasonably
incurred by the indemnified party shall be paid by the indemnifying party, and
(ii) if reasonably requested by the indemnified party, the indemnifying party
shall provide satisfactory assurances of its ability to resolve the claim
including but not limited to providing evidence of sufficient funds available to
satisfy the claim.

    


    
      
        
           


        

        
          Page
4

          
            

          

        

        
           


        

      

    

    


    If the
indemnifying party fails to provide the written notice and agreement described
above, within ten days after notice of a claim from the indemnified party or if
the indemnifying party fails to pay the expenses of or to provide assurances to
the indemnified party as required above, the indemnified party may defend,
settle, compromise or otherwise resolve the claim and the indemnifying party
shall be responsible for damages, deficiencies, costs, expenses (including legal
fees, costs and other expenses) incurred by the indemnified party in connection
therewith.

    


    5.           
 Ancillary
Documents. AmerAlia, Holdings and Soda have delivered to Sentient LP the
following documents:

     

    
      	
               
      

            	
              a.

            	
              Original
      Series A Debenture issued to Soda registered in the name of Sentient
      LP.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Unaudited Financial Statements.

            


    

    


    
      	
               
      

            	
              c.

            	
              A
      fully executed General Release (in the form attached as Exhibit
      A)  signed by AmerAlia, Soda, Holdings, Bill H. Gunn and Robert
      Van Mourik for the benefit of Sentient LP and their
      affiliates.

            


    

    


    
      	
               
      

            	
              d.

            	
              Copies
      of resolutions of the Boards of Directors of AmerAlia, Holdings and Soda
      approving the execution and delivery of this Agreement, the General
      Release, and any other document, certificate or instruction contemplated
      by this Agreement.

            


    

     

    6.          
  Miscellaneous.

    


    
      	
               
      

            	
              a.

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      and enforced in accordance with the laws of the State of
      Colorado.

            


    

    


    
      	
               
      

            	
              b.

            	
              Entire
      Agreement.  This Agreement contains the entire
      understanding between the parties with respect to the subject matter
      hereof and supersedes all prior understand­ings, oral and
      written.

            


    

    


    
      	
               
      

            	
              c.

            	
              Waiver and
      Modification.  No waiver or modification of any term of
      this Agreement shall be enforceable unless it is in writing, signed by or
      on behalf of the party against whom such waiver or modification is
      asserted.

            


    

    


    
      	
               
      

            	
              d.

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      to be an original but both of which together shall constitute but one
      agreement.  The parties agree that the documents being executed
      and faxed or sent by email to each other, followed by mailing of the
      executed originals by mail within three (3) business
  days.

            


    

    


    
      
        
           


        

        
          Page
5

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              e.

            	
              Survival.  The
      representations, warranties and covenants contained in this Agreement
      shall survive the closing and payment of the purchase price and shall have
      full force and effect regardless of any investigation by or on behalf of
      any party hereto.

            


    

    


    
      	
               
      

            	
              f.

            	
              Attorney's
      Fees. If either party is required to engage in any proceedings,
      legal or otherwise, to enforce its rights under this Agreement, the
      prevailing party shall be entitled to recover from the other, in addition
      to any other sums due, the attorneys' fees, costs and disbursements
      involved in said proceedings.

            


    

    


    
      	
               
      

            	
              g.

            	
              Dispute
      Resolution.  Any dispute, claim or controversy arising
      out of or relating to this Agreement or the breach, termination,
      enforcement, interpretation or validity thereof, including the
      determination of the scope or applicability of this agreement to
      arbitrate, shall be determined by arbitration in Denver, Colorado, before
      three arbitrators. The arbitration shall be administered by JAMS pursuant
      to its Comprehensive Arbitration Rules and Procedures. Judgment on the
      Award may be entered in any court having jurisdiction. This clause shall
      not preclude parties from seeking provisional remedies in aid of
      arbitration from a court of appropriate jurisdiction.  The
      arbitrator shall, in the Award, allocate all or part of the costs of the
      arbitration, including the fees of the arbitrator and the reasonable
      attorneys’ fees of the prevailing
party.

            


    

    


    The
parties agree that any and all ­disputes, claims or controversies arising
out of or relating to this Agreement shall be submitted to JAMS, or its
successor, for mediation, and if the matter is not resolved through mediation,
then it shall be submitted to JAMS, or its successor, for final and binding
arbitration pursuant to the arbitration clause set forth above. Either party may
commence mediation by providing to JAMS and the other party a written request
for mediation, setting forth the subject of the dispute and the relief
requested. The parties will cooperate with JAMS and with one another in
selecting a mediator from JAMS panel of neutrals, and in scheduling the
mediation proceedings. The parties covenant that they will participate in the
mediation in good faith, and that they will share equally in its costs. All
offers, promises, conduct and statements, whether oral or written, made in the
course of the mediation by any of the parties, their agents, employees, experts
and attorneys, and by the mediator or any JAMS employees, are confidential,
privileged and inadmissible for any purpose, including impeachment, in any
arbitration or other proceeding involving the parties, provided that evidence
that is otherwise admissible or discoverable shall not be rendered inadmissible
or non-discoverable as a result of its use in the mediation. Either party may
initiate arbitration with respect to the matters submitted to mediation by
filing a written demand for arbitration at any time following the initial
mediation session or 45 days after the date of filing the written request for
mediation, whichever occurs first. The mediation may continue after the
commencement of arbitration if the parties so desire. ­Unless otherwise
agreed by the parties, the mediator shall be disqualified from serving as
arbitrator in the case. The provisions of this Clause may be enforced by any
Court of competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including attorneys’ fees,
to be paid by the party against whom enforcement is ordered.

    


    
      
        
           


        

        
          Page
6

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              h.

            	
              No
      Finder.  No agent, broker or similar person is or will be
      entitled to any broker's or finder's fee in connection with the
      transaction contemplated by this
Agree­ment.

            


    

    


    
      	
               
      

            	
              i.

            	
              Assignment.  This
      Agreement shall be binding upon and inure to the benefit of the parties
      named herein and their respective successors and permitted assigns,
      provided that neither this Agreement nor any of the rights, interests or
      obligations hereunder shall be assigned by any party hereto without the
      prior written consent of the other
party.

            


    

    


    
      	
               
      

            	
              j.

            	
              Severability.  If
      any term or other provision of this Agreement is invalid, illegal or
      incapable of being enforced by any rule of law or public policy, all other
      conditions and provisions of this Agreement shall nevertheless remain in
      full force and effect.

            


    

    


    
      	
               
      

            	
              k.

            	
              Notices.   All
      notices, tender, delivery or other communications to be given shall be in
      writing and shall be deemed to be properly given if delivered, mailed or
      sent by wire or other telegraphic communication in the manner provided in
      this section,

            


    

    


    
      	
              If
      to Sentient LP:

            	 
      	
              If
      to AmerAlia, Holdings or Soda:

            
	 
      	 
      	 
      
	
              Sentient
      USA Resources Fund, L.P.

            	 
      	
              c/o
      AmerAlia, Inc.

            
	
              c/o
      Sentient Executive MLP 1, Limited

            	 
      	
              Attn:
      Chairman

            
	
              P.O.
      Box 10795, George Town

            	 
      	
              9233
      Park Meadows Drive

            
	
              Grand
      Cayman KY1-1007

            	 
      	
              Lone
      Tree, CO 80124

            
	
              Cayman
      Islands, BWI

            	 
      	 
      
	 	 	 


    

    
      	
              With
      copies to (which shall not constitute notice):

            	 
      	
              With
      copies to (which shall not constitute notice):

            
	 	 	 


    

    
      	
              Gregory
      A. Smith, Esq.

            	 
      	
              Michael
      Weiner, Esq.

            
	
              Quinn
      & Brooks LLP

            	 
      	
              Holland
      & Hart LLP

            
	
              9800
      Mt. Pyramid Ct., Suite 400

            	 
      	
              8390
      East Crescent Parkway

            
	
              Englewood,
      Colorado 80112

            	 
      	
              Suite
      400

            
	 
      	 
      	
              Greenwood
      Village, CO 80211

            


    

     

    Any party
may change that party's address for these purposes by giving written notice of
the change to the other party in the manner provided in this section. If sent by
mail, any notice, delivery, or other communication shall be effective or deemed
to have been given two (2) days after it has been deposited in the United States
mail, duly registered or certified, with postage prepaid, and addressed as set
forth above.  If sent by wire or other form of telegraphic
communica­tion, including facsimile transmission, or if delivered by courier
or personal service, any notice, delivery or other communication shall be
effective or deemed to have been given upon receipt.

    


    [Signature
Page Follows]

    


    
      
        
           


        

        
          Page
7

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date and
year described above, notwithstanding the actual date of execution.

    


    
      	
              AMERALIA,
      INC

            	 
      	
              NATURAL
      SODA HOLDINGS, INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Bill H. Gunn

            	 
      	
              By:

            	
              /s/
      Bill H. Gunn

            
	
              Name:

            	
              Bill
      H. Gunn

            	 
      	
              Name:

            	
              Bill
      H. Gunn

            
	
              Title:

            	
              President

            	 
      	
              Title:

            	
              President

            
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
              NATURAL
      SODA, INC.

            	 
      	
              SENTIENT
      USA  RESOURCES FUND, L.P.

            
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	
              By:

            	
              Sentient
      Executive MLP 1, Limited, General Partner

            
	 	 	 	 	 
	
              By:

            	
              /s/
      Bill H. Gunn

            	 
      	
              By:

            	
              /s/  Peter
      J. Cassidy

            
	
              Name:

            	
              Bill
      H. Gunn

            	 
      	
              Name:

            	
              Peter
      J. Cassidy

            
	
              Title:

            	
              President

            	 
      	
              Title:

            	
              Director

            
	 
      	 
      	 
      	 
      	 
      


    

    


    
      
        
           


        

        
          Page
8

          
            

          

        

        
           


        

      

    

    


     Exhibit A

    


    GENERAL
RELEASE

    


    This General Release (“General
Release”) is being executed and delivered on May 27, 2008 to be effective as of
December  31, 2007, by and among AmerAlia, Inc., a Utah corporation
(“AmerAlia”), Natural Soda Holdings, Inc., a Colorado corporation (“NSHI”),
Natural Soda, Inc., a Colorado corporation (“NSI”), Robert van Mourik (“van
Mourik”), and Bill H. Gunn (“Gunn”)(AmerAlia, NSHI, NSI, van Mourik and Gunn are
referred to herein as the “AmerAlia Parties”) and is for the benefit of Sentient
Global Resources Fund I, LP (“Fund I”), Sentient Global Resource Trust No. I
(“Trust I”), Sentient USA Resources Fund, L.P. (“Sentient LP ”), Sentient USA
Resources Fund II, L.P. (“Sentient II LP”) (Sentient LP, Trust I, Fund I, and
Sentient II LP are referred to herein as the “Sentient Parties”).

    


    Recitals

    


    WHEREAS, Sentient LP’s
predecessors in interest (Fund I and Trust I) purchased several million dollars
worth of secured debentures from NSHI, the payment of which was guaranteed by
NSI;

    


    WHEREAS, Sentient LP has
converted some of the secured debentures into 53.5% of the capital stock of
NSI;

     

    WHEREAS, Sentient II LP has
acquired from the Jacqueline Badgers Mars Trust, shares of AmerAlia and several
unsecured promissory notes or debentures issued by AmerAlia and/or
NSHI;

     

    WHEREAS, Sentient LP and
Sentient II LP have had discussions with AmerAlia, NSHI and NSI concerning a
restructuring of all the secured and unsecured debt owed by AmerAlia and NSHI
and the equity of NSI owned by Sentient LP and Sentient II LP, but the inability
of AmerAlia to complete the audits of its books for the prior two fiscal year
and to make filings required by the United States Securities and Exchange
Commission have prevented those discussions from proceeding;

     

    WHEREAS, AmerAlia and NSI have
asked Sentient LP to provide NSI with additional funds so that it can increase
its working capital and Sentient LP is willing to purchase the Secured Series A
10% Debentures Due September 30, 2005 together with interest thereon owned by
NSI, pursuant to the terms of a Debenture Purchase Agreement (the “Purchase
Agreement”);

     

    WHEREAS, Sentient LP does not
want to close the Purchase Agreement and then find out that one or more of the
AmerAlia parties has claims he or it believes can be asserted against Sentient
LP or any of its affiliates and has agreed to close the Purchase Agreement only
if this General Release is executed and delivered;

     

    WHEREAS, van Mourik and Gunn
have a substantial financial interest in having AmerAlia survive as each claims
he is owed substantial amounts by AmerAlia, each owns stock of AmerAlia, and
each claims to have options to acquire additional shares of stock of AmerAlia
and each will indirectly benefit from the closing of the Purchase
Agreement;

     

    WHEREAS, the AmerAlia Parties
intend to waive and release all claims they or any of them has against
the  Sentient Parties and the AmerAlia Parties; and

     

    WHEREAS, notwithstanding the
provisions of the preceding Recital, the parties to this General Release do not
intend to release any of the Retained Rights (defined below).

    


    
      
        
           


        

        
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    Agreement

    


    In
consideration of the recitals, the covenants contained herein and in the
Purchase Agreement, and for other valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties), the parties hereby
covenant and agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Releases; Retained
      Rights.

            


    

     

    (a)           Except
for the Retained Rights, the AmerAlia Parties for themselves and each person
under AmerAlia Parties’ direct or indirect control, hereby generally,
irrevocably, unconditionally and completely release and forever discharge each
of the Sentient Parties and each of their Associated Parties (specifically
including, but not limited to, Peter Cassidy, Mark Jackson, Sentient Resources
USA, Inc., and Sentient Asset Management USA, Inc.) from, and the AmerAlia
Parties hereby irrevocably, unconditionally and completely waives and
relinquishes, each of the Released Claims.

     

    (b)           Except
for the Retained Rights, van Mourik and Gunn for themselves and each person
under the each of their direct or indirect control, hereby generally,
irrevocably, unconditionally and completely release and forever discharge each
of AmerAlia, NSHI and NSI and each of their Associated Parties from, and van
Mourik and Gunn hereby irrevocably, unconditionally and completely waives and
relinquishes, each of the Released Claims.

     

    (c)           AmerAlia,
NSHI, NSI, van Mourik and Gunn each generally, irrevocably, unconditionally and
completely release, waive, and relinquish any and all rights of contribution,
exoneration or any other similar right or claim to cause AmerAlia, NSHI, or NSI
to pay or reimburse any amounts owed by AmerAlia, NSHI, NSI, van Mourik or Gunn
to any of the Sentient Parties or any of their Associated Parties as a result of
this Release.

     

    (d)           Nothing
in this General Release, including the releases set forth in Sections 1(a), 1(b)
and 1(c) above, is intended to or shall be construed as a release, acquittal,
discharge, covenant not to sue or indemnity of any and all claims related to or
arising from the Retained Rights.

     

    
      	
               
      

            	
              2.

            	
              Definitions.

            


    

     

    (a)           The
term “Associated Parties” when used herein shall mean and
include:  (i) the named party’s predecessors, successors, executors,
administrators, heirs and estate; (ii) the named party’s past, present and
future assigns, shareholders, direct and indirect parents, subsidiaries and
affiliates, and all of their officers, directors, attorneys or legal
representatives, agents and representatives; (iii) each entity that the named
party has the power to bind (by the named party’s acts or signature) or over
which the named party directly or indirectly exercises control; and (iv) each
entity of which the named party owns, directly or indirectly, at least 50% of the outstanding
equity, beneficial, proprietary, ownership or voting interests.

     

    (b)           The
term “Claims” shall mean and include all past, present and future disputes,
claims, controversies, demands, rights, rights to appeal, liens, allegations,
obligations, liabilities, actions and causes of action of every kind and nature
(whether in law or equity), including: (i) any unknown, unsuspected or
undisclosed claim; (ii) any claim or right that may be asserted or exercised by
a Releasor in Releasor’s capacity as a stockholder, director, officer or
employee or in any other capacity; and (iii) any claim, counterclaim, right or
cause of action based upon any breach of any express, implied, oral or written
contract or agreement.

     

    
      
        
           


        

        
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    (c)           The
term “Releasee” means each party named in Section 1 as being generally,
irrevocably, unconditionally and completely released and forever
discharged.

     

    (d)           The
term “Released Claims” shall mean and include each and every Claim that (i)
Releasor or any person under the direct or indirect control of the Releasor may
have had in the past, may now have or may have in the future against any of the
Releasees or any Associated Party of the Releasee, and (ii) has arisen or arises
directly or indirectly out of, or relates directly or indirectly to, any
circumstance, agreement, activity, action, omission, event or matter occurring
or existing on or prior to the date of this General Release. Notwithstanding the
breadth of the definition of Claims and Released Claims, the parties do not
intend to include any of the Retained Rights as part of the Released
Claims.

     

    (e)           The
term “Releasor” means each party named in Section 1 as generally, irrevocably,
unconditionally and completely releasing and forever discharging one or more
Releasees.

     

    (f)           
The term “Retained Rights” shall mean and include: (i) any rights or obligations
arising under this General Release, (ii) any rights or obligations arising under
the Purchase Agreement, (iii) rights under the Collateral Holding and
Liquidation Agreement, (iv) rights under the Securityholders Agreement (v)
rights of indemnification under AmerAlia’s, NSHI’s and NSI’s charter documents
and (vi) rights under the stock options and written obligations reflected on the
financial statements of AmerAlia, NSHI and NSI which have been delivered to the
Sentient Parties prior to the execution and delivery of this Release (e.g.,
rights as holders of debentures, notes, stock options and accrued but unpaid
compensation).  The parties have agreed that if Sentient or any of its
affiliates pursues any claim against one or more of the AmerAlia Parties then
this release shall not be enforceable against the person against which the claim
is filed; excluding any claim to protect, foreclose, acquire possession of, or
otherwise realize the benefits of any collateral for any obligations owed to any
Sentient Party or its predecessor in interest and any party for whom a Sentient
Party acts as a collateral or disbursing agent.

     

    3.            
Representations and
Warranties.  Each Releasor represents and warrants
that:

     

    (a)           No
promise, representation, inducement, or agreement that is not expressed in this
General Release has been made to any of the Releasors; none of the Releasors is
relying on any promise, representation, inducement, or agreement in entering
into this General Release except as expressly set forth in this General Release;
and each of the Releasors has consulted with counsel of its own choosing prior
to entering into this General Release and knowingly and freely enters this
General Release without duress;

     

    (b)           Releasor
has not assigned, transferred, conveyed or otherwise disposed of any of its
Released Claims against any of the Releasees, or any direct or indirect interest
in any such Released Claims, in whole or in part;

     

    (c)           to
the best of the Releasor’s knowledge, no other person or entity has any interest
in any of its Released Claims;

     

    
      
        
           


        

        
          Page
11

          
            

          

        

        
           


        

      

    

    


    (d)           no
person under the direct or indirect control of Releasor has or had any Claim
against any of its Releasees or their Associated Parties;

     

    (e)           no
person under the direct or indirect control of Releasor will in the future have
any Claim against its Releasees or their Associated Parties that arises directly
or indirectly from or relates directly or indirectly to any circumstance,
agreement, activity, action, omission, event or matter occurring or existing on
or before the date of this General Release;

     

    (f)          
 this General Release has been duly and validly executed and delivered by
Releasor;

     

    (g)           this
General Release is a valid and binding obligation of the Releasor and persons
under its direct or indirect control, and is enforceable against Releasor and
each person under the Releasor’s control in accordance with its
terms;

     

    (h)           there
is no action, suit, proceeding, dispute, litigation, claim, complaint or
investigation by or before any court, tribunal, governmental body, governmental
agency or arbitrator pending or, to the best of the knowledge of Releasor,
threatened against Releasor or any person under Releasor’s direct or indirect
control that challenges or would challenge the execution and delivery of this
General Release or the taking of any of the actions required to be taken by
Releasor under this General Release;

     

    (i)         
  neither the execution and delivery of this General Release nor the
performance hereof will (i) result in any violation or breach of any agreement
or other instrument to which Releasor or any person under Releasor’s direct or
indirect control is a party or by which Releasor or any person under Releasor’s
direct or indirect control is bound, or (ii) result in a violation or any law,
rule, regulation, treaty, ruling, directive, order, arbitration award, judgment
or decree to which Releasor or any person under Releasor’s direct or indirect
control is subject; and

     

    (j)         
  the persons executing this General Release on behalf of the
Releasors have full and complete authority to do so, and to make and give the
promises, releases and covenants set forth in this General Release and no
authorization, instruction, consent or approval of any person or entity is
required to be obtained by Releasor or any person under Releasor’s direct or
indirect control in connection with the execution and delivery of this General
Release or the performance hereof.

     

    4.        
    Indemnification.  Without in any
way limiting any of the rights or remedies otherwise available to any Releasee,
each Releasor, severally, shall indemnify and hold harmless each Releasee
against and from any loss, damage, injury, harm, detriment, lost opportunity,
liability, exposure, claim, demand, settlement, judgment, award, fine, penalty,
tax, fee, charge or expense (including attorneys’ fees) that is directly or
indirectly suffered or incurred at any time by such Releasee, or to which such
Releasee otherwise becomes subject at any time, and that arises directly or
indirectly out of or by virtue of, or relates directly or indirectly to, (a) any
failure on the part of Releasor to observe, perform or abide by, or any other
breach of, any restriction, covenant, obligation, representation, warranty or
other provision contained herein, or (b) the assertion or purported assertion of
any of the Released Claims by Releasor or any of Releasor’s Associated
Parties.

     

    5.          
  Miscellaneous.

     

    
      
        
           


        

        
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12

          
            

          

        

        
           


        

      

    

    


    (a)           This
General Release sets forth the entire understanding of the parties relating to
the subject matter hereof and supersedes all prior agreements and understandings
among or between the Releasor and any of the Releasees relating to the subject
matter hereof.  No modification of this General Release shall be
binding, unless evidenced in writing and signed by an authorized representative
of the person against which such modification is being asserted.  No
breach of any provision of this General Release can be waived except in
writing.  Waiver of any one breach shall not be deemed to be a waiver
of any other breach of the same or any other provisions hereof.

    


    (b)           If
any provision of this General Release or any part of any such provision is held
under any circumstances to be invalid or unenforceable in any jurisdiction, then
(i) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (ii) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (iii) such invalidity or enforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
General Release.  Each provision of this General Release is separable
from every other provision of this General Release, and each part of each
provision of this General Release is separable from every other part of such
provision.

    


    (c)           This
General Release shall be construed in accordance with, and governed in all
respects by, the laws of the State of Colorado (without giving effect to
principles of conflicts of laws).

    


    (d)           Any
dispute, controversy, or claim arising under this General Release, including
alleged breaches hereof and defaults hereunder, shall be resolved by arbitration
in accordance with the comprehensive arbitration rules and procedures of JAMS
then in effect.  Arbitration proceedings shall be held in Denver,
Colorado, or some other mutually acceptable location, and arbitration awards may
be enforced in any court of competent jurisdiction.  Arbitration shall
be conducted by a single arbitrator selected by the parties who shall be
qualified by training and experience to pass upon the matter of the dispute and
shall not have to power to add to, ignore or modify any term or condition of
this Agreement.  In the event the parties are unable to agree upon a
single arbitrator within a thirty (30) day period, the arbitrator shall be
selected by JAMS. The arbitration decision shall not go beyond what is necessary
for the interpretation and application of this Agreement and shall be in writing
and shall set forth findings of fact and conclusions of law, as appropriate,
supported by a reasoned opinion.  The cost of such arbitration shall
be borne as determined by the arbitrator; provided however, each party shall
bear the costs of preparing and presenting its own case.

    


    (e)           This
General Release may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.

    


    (f)        
   Releasor shall execute and/or cause to be delivered to each
Releasee such instruments and other documents, and shall take such other
actions, as such Releasee may reasonably request for the purpose of carrying out
or evidencing any of the actions contemplated by this General
Release.

    


    
      
        
           


        

        
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    (g)           If
any legal action or other legal proceeding relating to this General Release or
the enforcement of any provision hereof is brought by Releasor or any Releasee,
the prevailing party shall be entitled to recover reasonable attorneys’ fees,
costs and disbursements to the extent actually incurred (in addition to any
other relief to which the prevailing party may be entitled).

    


    (h)           This
General Release shall inure to the benefit of the Releasees and their Associated
Parties, their successors, representatives, agents, officers, directors,
employees and assigns and shall be effective with respect to, and binding upon
and enforceable against the Releasors and their Associated Parties.

    


    (i)           
Whenever required by the context, the singular number shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter
genders; and the neuter gender shall include the masculine and feminine
genders.

    


    (j)          
 Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be applied in the construction or
interpretation of this General Release.

    


    (k)           As
used in this General Release, the words “include” and “including” and variations
thereof, shall not be deemed to be terms of limitation, and shall be deemed to
be followed by the words “without limitation.”

    


    [SIGNATURE
PAGE FOLLOWS]

    


    
      
        
           


        

        
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14

          
            

          

        

        
           


        

      

    

    


    In Witness Whereof, the
parties have caused this General Release to be executed as of the date first
above written.

    


    


    
      	
              AMERALIA,
      INC

            	 
      	
              NATURAL
      SODA HOLDINGS, INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      
	
              Name:

            	 
      	 
      	
              Name:

            	 
      
	
              Title:

            	 
      	 
      	
              Title:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
              NATURAL
      SODA, INC.

            	 
      	
              SENTIENT
      USA  RESOURCES FUND II, L.P.

            
	 	 	 	 	 
	 
      	 
      	 
      	
              By:

            	
              Sentient
      Executive MLP 1, Limited, General Partner

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      
	
              Name:

            	 
      	 
      	
              Name:

            	 
      
	
              Title:

            	 
      	 
      	
              Title:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
              SENTIENT
      USA  RESOURCES FUND, L.P.

            	 
      	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              Sentient
      Executive MLP 1, Limited, General Partner

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	
              By:

            	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Robert
      van Mourik, individually

            	 
      	 
      	
              Bill
      H. Gunn, individually

            


    

    


     

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