exh1051.htm


  

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.51

    


    PROMISSORY
NOTE

    


    $300,000.00

    Issuance
Date: June 24, 2008

                                                                                                                                              Maturity
Date: July 31, 2008

    


    FOR VALUE RECEIVED, AmerAlia, Inc., a Utah
corporation (hereinafter “Maker”) promises to pay to the order of Sentient Global Resources Fund III,
L.P. , a Cayman
Islands limited partnership (hereinafter designated “Holder”) at c/o The Sentient Group, 1000 de La Gauchetiere St.
West, Suite 2400 Montreal, Quebec H3B
4W5 Canada (or at the option of
Holder, at such other place or places Holder shall designate in writing) in
lawful money of the United States, the principal sum of Three Hundred Thousand
and no/100 Dollars ($300,000.00) with interest thereon as described herein.
Although this Promissory Note permits advances by the Holder to the Maker,
Holder is not under any obligation to make any advance at any time. Maker agrees
that any written or verbal commitment to make an advance may be terminated by
Holder at any time prior to actually delivering the funds, unless the written
commitment clearly states that the obligation to make a specified advance may
not be terminated by the Holder and must be funded.  Notwithstanding the face amount of
this note, only so much hereof as has been advanced to the Maker shall be due
and payable and shall bear interest. Absent manifest error, the books and
records of Holder shall be conclusive and binding on Maker as to the principal
amounts advanced and the dates of such advances.

    


    1.           Interest.  The
unpaid principal balance remaining unpaid from time to time shall bear interest
at the rate of six per cent (6.0 %) per annum.  Interest shall be
compounded monthly.

    


    2.           Use of
Proceeds.  Maker agrees that this loan will be used solely as
working capital for Maker on items approved by the Maker in
advance.

    


    3.           Balloon
Payment.  This Note requires a balloon payment and Holder shall
have no obligation to refinance all or any part of the obligations owed at the
maturity date. Maker agrees that it assumes the risk of refinancing the
obligation at maturity.

    


    4.           Maturity
Date.  The entire balance of the unpaid principal together with
interest thereon, shall be due and payable on July 31, 2008 unless the maturity
date is accelerated as provided below.

    


    5.           Prepayment
Permitted.  Prepayments may be made in part or in full of
principal or interest due under this Note without penalty. Any prepayments shall
be credited against the final installment due under this Note and shall not
affect the next installment of principal and interest.

    


    6.           Nonmonetary
Default.  If (i) this Note, any guarantee hereof, the security
agreement related hereto, or any other agreement, undertaking or arrangement
referred to therein shall become unenforceable in accordance with its terms, or
(ii) Maker or any endorser, surety or guarantor of this Note:

    


    a.           Fails,
after demand, to furnish financial information or to permit inspection of any of
their respective books and records;

    


    b.           Suspends
business, dissolves or terminates its existence;

    


    c.           Becomes
insolvent (unable to pay his, her, or its debts as they become due) or offers
settlement to its creditors in lieu of such proceedings;

    


    d.           Files
a voluntary petition in bankruptcy, or an involuntary petition in bankruptcy is
filed against him, her, or it that is not discharged within thirty (30)
days;

    


    e.           Makes
an assignment for the benefit of creditors;

    


    f.           Mortgages,
pledges, assigns, or transfers any assets, accounts receivable or other
property, in trust or otherwise without the prior written consent of
Holder;

    


    g.           Makes
any representation or warranty or has made any representation or warranty which
proves to be false, incorrect or misleading in any material respect regarding
its business, operations, assets or financial condition, or if any report,
certificate, or financial statement given to Holder shall be false or misleading
in any material respect;

    


    h.           Fails
to pay any of its obligations when due, whether at scheduled maturity, required
prepayment, demand, acceleration, or otherwise, or fails to perform any
agreement or other material obligation owed to any other party; or

    


    i.           If
it is dissolved,

    


    such
occurrence shall be deemed to be a “non-monetary event of default”
hereunder.

    


    7.           Acceleration.  Upon
(i) any failure of Maker to make any payment within 5 days of when due
hereunder, or (ii) the occurrence of a non-monetary event of default
if said non-monetary
event of default is not cured within ten (10) days of notice from Holder
to the Maker, then, in the case of any such occurrence, the unpaid principal,
accrued interest, and all other amounts represented by this Note, at the option
of the Holder hereof, to be exercised at any time thereafter, shall be due and
payable at once, without further notice or demand.

    


    8.           Default
Interest.  After any default, interest shall accrue on all
unpaid principal and interest at the rate of eighteen percent (18 %) per annum,
compounded monthly, until such default is cured or until this Note is paid in
full (the “default rate”).

    


    9.           Waiver.  Each
person or entity now or at any time liable, whether primarily or secondarily,
for the payment of the indebted­ness hereby evidenced, for himself, herself,
or itself, and its heirs, legal representa­tives, successors and assigns,
expressly waives presentment for payment, notice of dishonor, protest, notice of
protest, and diligence in collection, and consents that the time of said
payments or any part thereof may be extended by the Holder hereof, without
modifying, altering, releasing, affecting or limiting its respective
liability.

    


    10.           Cumulative
Rights.  No failure to exercise and no delay in exercising on
the part of the Holder, his, her, or its successors or assigns, of any right
hereunder shall operate as a waiver of such right, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right. The rights of the Holder, or his, her, or its
successors or assigns, shall be cumulative and in addition to all other rights
provided by law.

    


    11.           Costs and Attorney’s
Fees.  The Maker of this Note agrees to reimburse the Holder
hereof for all reasonable costs, including attorneys' fees incurred to collect
this Note (whether a formal action is commenced or not), or any installments or
principal and/or interest if not paid when due, or to enforce any of the rights
of a secured party with respect to the collateral for this Note (including but
not limited to the costs of retaking possession of any collateral for this
Note), or to collect on any of the guarantees hereof. All amounts awarded to the
Holder as part of any judgment shall bear interest at the default rate until
paid in full.

    


    12.           Consent.  No
extension of time for payment of all or any part of the amount owing on this
Note will affect the liability of the Maker or any surety, guarantor, or
endorser of this Note. The Maker and all sureties, guarantors, endorsers,
severally consent to any and all extensions of time, renewals, releases of
liens, waivers, and modifications that may be made by the Holder to any other
party. No delay by the Holder in exercising any right under this Note will
operate as a waiver of that right; nor will any single or partial exercise of
any right preclude other or further exercise of the right, or the exercise of
any other right under this Note or otherwise as permitted by law.  Any
waiver or modification will be valid only to the extent set forth in writing
signed by the parties hereto.

    


    13.           Waiver of Jury
Trial.  Maker and each endorser, surety or guarantor of this
Note waives the right to trial by jury in any action in connection with this
Note.

    


    14.           Addresses for Notices and
Payments.  Except as otherwise provided, all payments, 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:

    


    
      	
              If to Holder:

               

            	
              If to Maker:

               

            
	
              Sentient
      Global Resources Fund III, L.P.

            	
              AmerAlia,
      Inc.

            
	
              c/o
      The Sentient Group

            	
              9233
      Park Meadows Drive

            
	
              1000
      de La Gauchetiere St. West, Suite 2400

            	
              Lone
      Tree, CO 80124

            
	
              Montreal,
      Quebec H3B 4W5 Canada

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Either
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.

    


    15.           Applicable
Law.  This Note shall be governed by and construed and enforced
in accordance with the provisions of the laws of the State of
Colorado.  The federal and state courts in the State of Colorado shall
have exclusive jurisdiction to adjudicate any dispute arising out of this
Note.  Maker hereby expressly consents to personal jurisdiction of
said courts.

    


    16.           Business
Purposes.  The obligation represented by this Note is for
commercial purposes only and is not for personal, family or household
purposes.

    


    17.           Interest
Limitation.  Interest payable under this Note and other amounts
which would be considered to be interest or other charge for the use or loan of
money shall never exceed the highest rate allowed by law.  If the
interest or other charges collected or to be collected in connection with the
loan evidenced hereby exceed the permitted limits, then any such interest or
loan charge shall be reduced by the amount necessary to reduce the amount
charged to the permitted limit, and any sums already collected from Maker which
exceed the permitted limits will be refunded or used to reduce other amounts
payable hereunder.

    


    18.           Registered Obligation.
This note is registered with the Maker as to both the principal amount
and any interest payable hereunder 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.

    


    MAKER:

    AmerAlia, Inc.

    


    


    By:      /s/
Bill H Gunn

    Bill H. Gunn, President