ex10_49.htm


    
      

    

    EXHIBIT
10.49

    


    Interest
Purchase Agreement

    


    This
Interest Purchase Agreement is entered
into on May 27, 2008,  to be effective as of March 31, 2008 (the
“Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a
Delaware limited partnership (“Sentient LP”), Sentient Global Resources Fund
III, LP (“Fund III”), 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, 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. ($5,750,000
principal amount) and AmerAlia ($4,375,000 principal amount);

    


    WHEREAS, AmerAlia wishes to
raise funds so that AmerAlia can pay interest to the holders of some of its
interest bearing debt and Sentient LP is entitled to receive interest at the
same time as AmerAlia;

    


    WHEREAS, pursuant to the terms
of the Series A Debentures, as of March 31, 2008, (i) AmerAlia owns the right to
receive  One Million Four Hundred Six Thousand Eight Hundred Seventy
Five and no/100 Dollars ($1,406,875.00) of accrued interest plus interest
accruing thereon from Holdings pursuant to the Series A Debentures owned by
AmerAlia (the “AmerAlia Series A Interest”) and (ii) Sentient LP
owns  the right to Two Million Seventy Six Thousand Three Hundred
Thirty Four and 20/100 Dollars ($2,076,334.20) of accrued interest plus interest
accruing thereon from Holdings pursuant to the Series A Debentures owned by
Sentient LP (the “Sentient LP Series A Interest”); and

    


    WHEREAS, Fund III is willing
to purchase (i) the AmerAlia Series A Interest, and (ii) the Sentient LP Series
A Interest, 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 is validly
      existing.

            


    

    


    
      	
               
      

            	
              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
      Sentient LP, 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 March 31, 2008, Fund III purchases from AmerAlia the AmerAlia
Series A Interest and effective the same date, AmerAlia sells, assigns,
transfers and delivers to Fund III the AmerAlia Series A Interest, free and
clear of all liens, pledges, charges or encumbrances of any
nature.  Subject to the terms and conditions contained herein,
effective March 31, 2008  Fund III purchases from Sentient
LP  the Sentient LP Series A Interest and effective the same date,
Sentient LP sells, assigns, transfers and delivers to Fund III the Sentient LP
Series A Interest, free and clear of all liens, pledges, charges or encumbrances
of any nature. Fund III shall pay: (i) AmerAlia the purchase price of One
Million Four Hundred Six Thousand Eight Hundred Seventy Five and no/100 Dollars
($1,406,875.00)  in consideration for the AmerAlia Series A Interest,
and (ii) Sentient LP the purchase price of Two Million Seventy Six Thousand
Three Hundred Thirty Four and 20/100 Dollars ($2,076,334.20) in consideration
for the Sentient LP Series A Interest.

    


    3.         
   Additional Representations,
Warranties, and Covenants.

    


    
      	
               
      

            	
              a.

            	
              AmerAlia.  AmerAlia
      represents, warrants and agrees as
follows:

            


    

    


    
      
        	
                
                

              	
                i.

              	
                AmerAlia
      owns the AmerAlia Series A Interest free and clear of all liens, claims
      and encumbrances except as provided pursuant to the terms of a Series A
      Debenture Pledge Agreement dated to be effective as of March 19, 2004, by
      and among AmerAlia and the pledgees listed therein (the “Series A
      Debenture Pledge Agreement”) and as a result of this Agreement, Fund III
      will own the AmerAlia Series A Interest free and clear of all liens,
      claims and encumbrances except those in favor of Fund
  III.

              


      

    

    


    
      
        	
                
                

              	
                ii.

              	
                Fund
      III may file one or more financing statements or other documents,
      agreements, instructions, or filings as it deems necessary or appropriate
      to reflect the transactions described in this
  Agreement.

              


      

    

    


    
      
        	
                
                

              	
                iii.

              	
                AmerAlia
      will use the proceeds of the purchase solely to (i) pay interest on the
      certain promissory notes in the principal amount of $4,250,000 dated March
      19, 2004 and March 23, 2005,  and (ii) for no other
      purpose.

              


      

    

    


    
      
        	
                
                

              	
                iv.

              	
                AmerAlia
      will hold any payments it receives from or on behalf of Holdings on the
      Series A Debentures owned by AmerAlia in trust for the benefit of Fund III
      and AmerAlia agrees that such amounts will be paid to Fund III until it
      has been paid the AmerAlia Series A Interest, in
  full.

              


      

    


    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              v.

            	
              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 AmerAlia Series A Interest and the Sentient LP Series A Interest to
      Fund III.

            


    

    


    
      	
               
      

            	
              b.

            	
              Sentient
      LP.  Sentient LP represents, warrants and agrees as
      follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              Sentient
      LP owns the Sentient LP Series A Interest free and clear of all liens,
      claims and encumbrances and as a result of this Agreement, Fund III will
      own the Sentient LP Series A Interest free and clear of all liens, claims
      and encumbrances except those in favor of Fund
  III.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Fund
      III may file one or more financing statements or other documents,
      agreements, instructions, or filings as it deems necessary or appropriate
      to reflect the transactions described in this
  Agreement.

            


    

    


    
      
        	
                
                

              	
                iii.

              	
                Sentient
      LP will hold any payments it receives from or on behalf of Holdings on the
      Series A Debentures owned by Sentient LP in trust for the benefit of Fund
      III and Sentient LP agrees that such amounts will be paid to Fund III
      until it has been paid the Sentient LP Series A Interest, in
      full.

              


      

    

    


    
      
        	
                
                

              	
                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, Sentient LP consents to the
      transfer of the AmerAlia Series A Interest and the Sentient LP Series A
      Interest to Fund III.

              


      

    

    


    
      	
               
      

            	
              c.

            	
              Soda.  Soda
      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, Soda consents to the transfer of
      the AmerAlia Series A Interest and the Sentient LP Series A Interest to
      Fund III.

              


      

    

    


    
      	
               
      

            	
              d.

            	
              Holdings.
      Holdings represents, warrants and agrees as
  follows:

            


    

    


    
      	
               
      

            	
              i.

            	
              As
      of  as of the dates of purchase, the AmerAlia Series A Interest
      is owed to AmerAlia and the Sentient LP Series A Interest is owed to
      Sentient LP and no other interest is owed on these
      instruments.

            


    

    


    
      	
               
      

            	
              ii.

            	
              The
      obligations purchased by Fund III, i.e., the AmerAlia Series A Interest,
      and the Sentient LP Series A Interest are registered on Holdings’ books
      and records (noted as owned by Fund III) 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. Holdings hereby instructs
      Robert C. Woolard as agent in fact for Holdings to reflect on the face of
      the Series A Debentures owned by AmerAlia, that the AmerAlia Series A
      Interest is owned by and registered in the books of Holdings in the name
      of Fund III.

            


    


    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    


    
      
        	
                
                

              	
                iii.

              	
                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 Fund III or any of its
      affiliate.

              


      

    

    


    
      
        	
                
                

              	
                iv.

              	
                Any
      amounts paid or payable pursuant to the Series A Debentures issued to
      AmerAlia will first be paid to Sentient LP until it receives all of the
      AmerAlia Series A Interest.  Payments required to be made to the
      Pledgee’s Agent pursuant to the Series A Debenture Pledge Agreement will
      be made with a notation as to the amount of AmerAlia Series A Interest
      that has not yet been paid to Sentient LP and which is to be paid to Fund
      III as the registered owner
thereof.

              


      

    

    


    
      	
               
      

            	
              v.

            	
              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 AmerAlia Series A Interest  and the Sentient LP Series A
      Interest to Fund III.

            


    

    


    
      	
               
      

            	
              e.

            	
              Joint Representations
      and Warranties.  AmerAlia and Holdings represent, warrant
      and agree that:

            


    

    


    
      	
               
      

            	
              i.

            	
              Each
      of them has delivered to Fund III: (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).

            


    

    


    
      	
               
      

            	
              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 Fund III any material fact necessary to prevent what has been disclosed
      to Fund III from being
misleading.

              


      

    

    


    
      
        	
                
                

              	
                iv.

              	
                There
      are no defenses or counterclaims to the enforcement of any Series A
      Debentures, including those issued by Holdings and registered in the name
      of Sentient LP, and Holdings and Soda hereby waive and release any such
      defense or counterclaims that may
exist.

              


      

    


    
      
         


      

      
        Page
4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              v.

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

            


    

    


    4.        
    Mutual
Covenants.  For the benefit of each other, the parties
covenant, promise, and agree that:

    


    
      	
               
      

            	
              a.

            	
              Further
      Assurances.  From time to time, at the request of Fund
      III, AmerAlia, Holdings, and or Soda 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 AmerAlia Series A Interest to Fund III. From time to
      time, at the request of Fund III, Sentient LP 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 Sentient LP Series A Interest to Fund
      III.

            


    

    


    
      	
               
      

            	
              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 as to their and Soda’s
      representations, warranties and agreements, and Sentient LP, severally as
      to its representations, warranties and agreements, will indemnify and hold
      harmless Fund III and its affiliates against any and all liabilities,
      obligations, damages, or deficiencies resulting from any omission,
      misrepresentation, breach of warranty, or non-fulfill­ment by them or
      it 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.

    


    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 and Soda have delivered to Fund III the following
documents:

    


    
      	
               
      

            	
              a.

            	
              Agreement
      of Robert C. Woolard as Pledgee’s Agent set forth
  below.

            


    


    
      
         


      

      
        Page
5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              b.

            	
              The
      Unaudited Financial Statements.

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


    6.         
   Security
Interest.  The parties intend that the transfer of the AmerAlia
Series A Interest and the Sentient LP Series A Interest shall be a sale of those
rights for all purposes. To the extent that it is ultimately determined that the
transaction is not a sale, the AmerAlia hereby grants Fund III a security
interest in the Series A Debentures owned by AmerAlia and the AmerAlia Series A
Interest as collateral security for the rights of Fund III to receive the
AmerAlia Series A Interest. Fund III may file financing statements to perfect
this security interest and Robert Woolard agrees that he will hold the Series A
Debentures registered in AmerAlia’s name to perfect the security interest
contemplated by this Section. To the extent that it is ultimately determined
that the transaction is not a sale, Sentient LP hereby grants Fund III a
security interest in the Sentient LP Series A Interest as collateral security
for the rights of Fund III to receive the Sentient LP Series A Interest. The
secured party is authorized to file any financing statements it deems necessary
to prefect this security interest.

    


    7.        
    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.

            


    

    


    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        Page
6

        
          

        

      

      
         


      

    


    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.

    


    
      	
               
      

            	
              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,

            


    


    
      
         


      

      
        Page
7

        
          

        

      

      
         


      

    

     

    
      	
              If
      to Sentient LP or Fund III:

            	
              If
      to AmerAlia, Holdings or Soda:

            
	 
      	 
      	 
      	 
      
	 
      	
              Sentient
      USA Resources Fund, L.P.

            	 
      	
              c/o
      AmerAlia, Inc.

            
	 
      	
              Sentient
      Global Resources Fund III, L.P.

            	 
      	
              Attn:
      Chairman

            
	 
      	
              c/o
      Sentient Executive MLP 1, Limited

            	 
      	
              9233
      Park Meadows Drive

            
	 
      	
              P.O.
      Box 10795, George Town

            	 
      	
              Lone
      Tree, CO 80124

            
	 
      	
              Grand
      Cayman KY1-1007

            	 
      	 
      
	 
      	
              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
8

        
          

        

      

      
         


      

    


    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

            
	 
      	 
      	 
      	 
      	 
      
	
              SENTIENT
      USA  RESOURCES FUND III, L.P.

            	 
      	 
      	 
      
	
              By:

            	
              Sentient
      Executive GP III, Limited, General Partner

            	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Peter J. Cassidy

            	 
      	 
      	 
      
	
              Name:

            	
              Peter
      J. Cassidy

            	 
      	 
      	 
      
	
              Title:

            	
              Director

            	 
      	 
      	 
      


    

    


    By
signing below, I represent and warrant that I am the Pledgee’s Agent pursuant to
a Series A Debenture Pledge Agreement concerning Secured Series A 10% Debentures
Due September 30, 2005 issued by Natural Soda Holdings, Inc., and registered in
the name of AmerAlia, Inc. and I agree that: (i) the AmerAlia Series A Interest
is owned beneficially and of record by Fund III, (ii) that as Pledgee’s Agent, I
agree to hold all amounts received by me with respect to any Series A debentures
owned by AmerAlia in trust for Fund III until the AmerAlia Series A Interest has
been paid in full to Fund III, (iii) the AmerAlia Series A Interest will be paid
in full before any principal or interest received with respect to the Series A
Debentures issued to AmerAlia is paid to the pledgees, (iv) I have noted on the
original AmerAlia Series A Debenture(s) that Fund III is the owner of the
AmerAlia Series A Interest pursuant to this Agreement, and (v) I am holding the
Series A Debenture(s)  that is (are) the subject of the pledge also
for the benefit of Fund III (thereby perfecting the security interest granted
hereunder by AmerAlia to Fund III) and that I will not release or otherwise
transfer possession of any Series A Debentures owned by AmerAlia and pledged to
me as Pledgee’s Agent without the prior written consent of Fund III until the
AmerAlia Series A Interest has been paid in full to Fund III.

    


    


          /s/
Robert
Woolard                 


    Robert
Woolard, individually and as Pledgee’s Agent

     

     

    Page 9