ex10_4.htm


     

    
      


      

    

    EMPLOYMENT AGREEMENT

     

    This Employment Agreement (this
"Agreement")
dated as of June 30, 2005 (the "Commencement
Date") is by and between NaturalShrimp Corporation, a Texas corporation
("Employer"),
and Bill G. Williams ("Employee")
and, together with Employer, the "Parties"
and each individually, a "Party").

     

    RECITALS:

     

    A.Employer
and Employee wish to enter into this Agreement so as to establish their
understanding
with respect to the employment of Employee by Employer as set forth
herein.

     

    AGREEMENT:

     

    NOW, THEREFORE, in consideration of the premises and the
mutual promises herein made, and in consideration of the representations,
warranties, and covenants contained herein, each Party agrees as
follows:

     

    1. Employment
Term. This Agreement will remain in effect from the Commencement Date
until this Agreement is properly terminated in accordance with its express terms
(the "Employment
Term").

     

    2. Responsibilities
and Authority. Employer hereby employs Employee to serve as its Chairman
of the Board and Chief Executive Officer. In such capacities, Employee will have
such duties and responsibilities as determined by Employer's Board of Directors
consistent with the Employer's Bylaws. If requested by Employer, Employee will
serve as an officer or director of Employer or any affiliate of Employer without
additional compensation.

     

    3. Acceptance
of Employment. Employee accepts employment by Employer on the
terms
and conditions herein provided and agrees, subject to the terms of this
Agreement, to devote all of Employee's full business time to Employer's
affairs.

     

    4. Compensation
and Benefits. As compensation for Employee's services hereunder,
Employee
will be entitled to the following: 

     

    4.1
Base
Salary. From
and after the Commencement Date, Employee will receive a base salary
at the rate of $96,000 per annum ("Base
Salary"). The Base Salary will be paid in substantially equal
installments in accordance with Employer's regular payroll practices, as in
effect from time to time, and subject to all appropriate withholdings.


     

    4.2
Bonus.
One or more bonuses may be paid to Employee at such times and in such
amounts
as may be determined in the sole discretion of Employer's Board of Directors. If
awarded, payment of any such bonus will be subject to all appropriate
withholdings. 

     

    4.3
Benefits.
Employee will be entitled
to receive the benefits specified on Exhibit
A ("Benefits").
In addition, Employer will reimburse Employee for all authorized expenses
reasonably incurred
or paid by Employee in connection with the performance of Employee's services
under this Agreement upon presentation of expense
statements or vouchers and such other supporting information as Employer may from time
to time reasonably require or request ("Reimbursable
Expenses").

     

    5. Termination;
Payments upon Termination. This Agreement may be terminated
upon the following terms:

     

    5.1 Termination Upon
Death. If Employee should die during the Employment Term, this
Agreement will terminate on the date of death. All Base
Salary through such date and any amounts owed for Reimbursable Expenses that
Employee incurs through such date, as well as any previously awarded but unpaid
bonuses, will be paid to Employee's designated beneficiary as promptly as
practicable following the date of death. All Benefits will, unless otherwise
expressly set forth on Exhibit
A, otherwise provided by Employer policy applicable to its employees
generally, or otherwise required by applicable law, terminate on the date of
death.

     

    5.2 Termination Upon
Total Disability. Employer may terminate this Agreement
because of Employee's Total Disability upon at least 30
days' prior notice to Employee, which notice will specify the effective date of
termination. The Base Salary will continue to be paid to Employee through the
date of termination, and any amounts owed for Reimbursable Expenses that
Employee incurs through such date and any previously awarded but unpaid bonuses
will be paid as promptly as practicable following termination. All Benefits
will, unless otherwise expressly set forth on Exhibit A, otherwise provided by
Employer policy applicable to its employees generally, or otherwise required by
applicable law, terminate on the date of termination. "Total
Disability" means an illness or other physical or mental disability of
Employee that makes it impossible or impracticable for Employee to perform any
of Employee's material duties and responsibilities hereunder (with whatever
reasonable accommodation may be required by applicable law) for a period of at
least six (6) months in the aggregate during any 12-month period during the
Employment Term. If a disagreement arises between Employee and Employer as to
whether Employee is suffering from Total Disability, such issue will be
determined by a physician designated by a majority of Employer's Board of
Directors. If Employee disagrees with the conclusion of such physician, then
such physician and Employee's physician will choose a mutually acceptable
physician to make such determination. 

     

    5.3 Termination by
Employer With Cause. Employer will be entitled to terminate
Employee's employment at any time for Cause. The Base
Salary will continue to be paid to Employee through the date of termination, and
any amounts owed for Reimbursable Expenses that Employee incurs through such
date and any previously awarded but unpaid bonuses will be paid to Employee
following termination, subject to Employer's right to offset against such sum
the amount of any damages which Employer may suffer as a result of the actions
of Employee constituting Cause. All Benefits will, unless otherwise required by
applicable law, terminate on the date of termination. "Cause"
will constitute any one of the following:

     

    (a) Employee's
continued failure to perform substantially Employee's duties and
responsibilities (other than a failure resulting from a Total
Disability);

     

    (b) Employee
engaging in willful, reckless, or grossly negligent misconduct that is
materially injurious to Employer or any of its affiliates, monetarily or
otherwise;

     

    (c) Employee
is charged with a felony or a crime involving moral
turpitude;

    (d) Employee
commits an act of fraud, misappropriation, or personal dishonesty; and


    (e) Employee
commits a breach of this Agreement and fails to cure such breach within 30 days
from the date that Employer gives notice thereof to Employee identifying the
provision of this Agreement that Employer has determined has been
breached.

     

    5.4 Termination by
Employer Without Cause. Employer may at any time terminate Employee's
employment without Cause. In such event, the Base Salary will continue to be
paid through the date of termination, and any amounts owed for Reimbursable
Expenses that Employee incurs through such date and any previously awarded but
unpaid bonus will be paid to Employee promptly following termination. Employer
will also continue pay Employee, as severance, the Base Salary for a period of
36 months following the date of termination. All Benefits will, unless otherwise
expressly set forth on Exhibit
A, otherwise provided by Employer policy applicable to its employees
generally or otherwise required by applicable law, terminate on the date of
termination.

     

    5.5 Termination by
Employee With Good Reason. Employee will be entitled to terminate
Employee's employment at any time for Good Reason. In such event, the Base
Salary will continue to be paid through the date of termination, and any amounts
owed for Reimbursable Expenses that Employee incurs through such date and any
previously awarded but unpaid bonus will be paid to Employee promptly following
termination. Employer will also continue pay Employee, as severance, the Base
Salary for a period of 36 months following the date of termination. All Benefits
will, unless otherwise expressly set forth on Exhibit
A, otherwise provided by Employer policy applicable to its employees
generally or otherwise required by applicable law, terminate on the date of
termination. For purposes of this Agreement, "Good
Reason" shall exist upon the occurrence of any of the following events or
matters, in each case without Employer first being in receipt of Employee's
written consent thereto, and the period of time within which Employee shall be
required to exercise a Good Reason termination of service shall be 30 days,
measured from the date upon which he is notified by Employer of such occurrence,
or, with respect to the matter identified in clause (b) below, from the date
upon which Employee notifies Employer of his belief that a material breach has
occurred:

     

    (a) A
material adverse change in, or a substantial elimination of the duties and
responsibilities of Employee;

     

    (b) A
material breach by Employer of its obligations hereunder;

     

    (c) a
reduction in Employee's Base Salary; or

     

    (d) any
refusal by Employer to permit Employee to engage in activities which 
do not violate Employee's obligations
under Section
7 of this
Agreement.

     

    5.6 Termination by
Employee Without Good Reason. Employee may at any time terminate
Employee's employment without Good Reason. In such event, the Base Salary will
continue to be paid to Employee through the date of termination, and any amounts
owed for Reimbursable Expenses that Employee incurs through such date and any
previously awarded
but unpaid bonuses will be paid to Employee following termination. All
Benefits will, unless otherwise expressly
set forth on Exhibit
A, otherwise provided by Employer policy applicable to its employees
generally or otherwise required by applicable law, terminate on the date of
termination. 

     

    5.7
Effect
of Termination. Except as expressly provided in this Section
5 and except for the
obligations set forth in Sections
6, 7 and 8, all further obligations of the Parties under this Agreement
will terminate upon termination of Employee's employment with Employer.


     

    6.
Restrictive
Covenants. Employee hereby acknowledges that, as a result of Employee's
employment by Employer hereunder, Employee will receive special training and
education with respect to the operations of Employer's and/or Employer's
affiliates' businesses and other related matters, and will obtain access to such
persons' information concerning its business or affairs ("Confidential
Information"), and business and professional contacts. In consideration
of such special and unique opportunities afforded by Employer and its affiliates
to Employee as a result of Employee's employment, the Employee hereby agrees
that Employee will not: 

     

    6.1
For one (1)
year after Employer or any of its affiliates no longer employs Employee
(the date on
which such person no longer employs Employee is hereinafter referred to as the
"Employment
Termination
Date"), directly or indirectly, alone or as a partner, joint venturer,
officer, director, member, employee, consultant, agent, independent contractor,
or equity interest holder of, or lender to, any person or business, engage in
any business that is in competition with any business in which Employer or any
of its affiliates is engaged as of the Employment Termination Date (a "Competitive
Business"),
and that is within a 10-mile radius of any location at which Employer or
any of its affiliates engages in such business at the time Employee commences to
engage in such competitive activity. 

     

    6.2
For one (1) year after the Employment Termination Date, directly or
indirectly (i) induce any person that is a customer of
Employer or any of its affiliates to enter into any Contract with or
otherwise patronize any
business directly or indirectly in competition with the Competitive Business
conducted by Employer or
any of its affiliates; (ii) canvass, solicit, or accept from any person who is a
customer of Employer or
any of its affiliates any such Competitive Business; or (iii) request or advise
any person who is a
customer, vendor, or lessor of Employer or any of its affiliates, to withdraw,
curtail, or cancel any
such customer's, vendor's, or lessor's business with Employer or any of its
affiliates; provided, however,
that a general
solicitation or advertisement originating outside of, and not specifically targeted to or reasonably
expected to target, the territory as to which Employee is restricted
from engaging in such
competitive business as provided above under this Agreement at such time, will
not be deemed in and of
itself to violate the prohibitions of (i) or (ii) of this Section
6.2. 

     

    6.3
For the six (6) months after the Employment Termination Date, directly or
indirectly employ,
or knowingly permit any affiliate of Employee to employ, any person whom
Employer or any of its affiliates employed within the prior six months.


     

    6.4
For one (1) year after the Employment Termination Date, directly or
indirectly (i) solicit for
employment or other similar relationship with Employee, any of Employee's
affiliates or any other person, any employee of Employer or any of its
affiliates, or any person who was an employee of Employer or any of its
affiliates, within the six-month period immediately preceding such solicitation
of employment, other than such person (A) whose employment was terminated by the
applicable person, or (B) who independently responded to a general solicitation
for employment by Employee or Employee's affiliate;
or (ii) induce, or attempt to induce, any employee of Employer or any of its
affiliates, to terminate such employee's employment relationship with such
person. 

     

    6.5 Employee
will not use for Employee's personal benefit, disclose, communicate, divulge
to, or
use for the direct or indirect benefit of any person other than Employer or any
of its affiliates any of such persons' Confidential Information. This Section
6.5 will apply during and after the period when Employee is an employee
of Employer or any of its affiliates and will be in addition to (and not a
limitation of) any legally applicable protections of Employer's interest in
Confidential Information, trade secrets and the like.

     

           6.6 Any and all
writings, inventions, improvements, processes, procedures advances, discoveries,
works of authorship, and/or techniques ("Developments")
that Employee may make, conceive, discover, or develop, whether or not
patentable, copyrightable, or protectable under mask works legislation or
trademark laws, either solely or jointly with any other person, at any time
during the Employment Term, whether or not during working hours and whether or
not at the request or upon the suggestion of Employer or any of its affiliates,
that relate to or are useful in connection with any business now or hereafter
carried on or contemplated by Employer or such affiliate, including developments
or expansions of its present fields of operations, will be Employer's sole and
exclusive property. Employee hereby assigns to Employer and/or Employer's
nominees all of Employee's right, title, and interest in any Developments, and
hereby irrevocably designates and appoints Employer and each of Employer's duly
authorized officers and agents as Employee's agent and attorney-in-fact to act
for and in Employee's behalf and stead to execute and file any document and to
do all other lawfully permitted acts to further the prosecution, issuance, and
enforcement of Developments. Employee will make full disclosure to Employer of
all such Developments and will do everything necessary or desirable to vest the
absolute title thereto in Employer. Employee will write and prepare all
specifications and procedures regarding such Developments and otherwise aid and
assist Employer or any of its affiliates so that Employer or such affiliate, as
the case may be, can prepare and present applications for copyright, letters
patent therefor and can secure such copyright, letters patent, mask works, or
trademark registrations, wherever possible, as well as reissues, renewals, and
extensions thereof, and can obtain the record title to such copyright, letters
patent, mask works, or trademark registrations so that Employer and/or its
nominees will be the sole and absolute owner(s) thereof in all countries in
which it may desire to have copyright, patent, mask work, or
trademark protection. Employee will not be entitled to any additional or special
compensation or reimbursement regarding any and all such Developments. These
obligations will continue beyond the termination of employment for Developments
that Employee conceives of or makes, in full or in part, during the Employment
Term. 

     

          
6.7 Notwithstanding the foregoing, the beneficial ownership of less than
five percent (5%) of the equity interests of any person
having a class of equity interests actively traded on a national securities
exchange or
over-the-counter market will not be deemed, in and of itself, to breach the
prohibitions of this Section
6. Employee agrees and
acknowledges that the restrictions in this Section
6 are reasonable
in scope and duration and
are necessary to protect Employer and its affiliates. If any provision of this
Section
6, as applied to either
Party or to any circumstance, is adjudged by a governmental body, arbitrator, or mediator not to be
enforceable in accordance with its terms, the same will in no way affect
any other circumstance or
the enforceability of the remainder of this Agreement. If any such provision,
or any part thereof, is
held not to be enforceable in accordance with its terms because of the duration
of such provision, the area covered thereby, or the scope of the
activities covered, the Parties agree that the governmental
body, arbitrator, or mediator making such determination will have the power to
reduce the duration, area, and/or scope of activities of such provision, and/or
to delete specific words or phrases, and in its reduced form such provision will
then be enforceable in accordance with its terms and will be enforced. The
Parties agree and acknowledge that the breach of any provision of this Section
6 will cause irreparable Damage to Employer and its affiliates and upon
breach of any provision of this Section
6, Employer and its affiliates will be entitled to injunctive relief,
specific performance, or other equitable relief without bond or other security;
provided, however, that the foregoing remedies will in no way limit any other
remedies that Employer or its affiliates may have. Employer may, without
notifying Employee, notify any subsequent employer of Employee of Employee's
rights and obligations under this Section 6.


     

    7.Conflicts of Interest.


     

    7.1 Employee represents to Employer
as follows: (a) there are no restrictions, agreements, or understandings, oral or written, to which Employee is a
party or by which Employee is bound that prevent or make unlawful Employee's
execution or performance of this Agreement, and (b)
Employee does not have any business or other relationship that creates a
conflict between the interests of Employee and Employer. 

     

    7.2
Employee recognizes and agrees that Employee owes Employer and its
affiliates a fiduciary duty of loyalty, fidelity, and allegiance to act
at all times in the best interests of Employer and its affiliates and to do no
act which might injure the business, interests, or reputation of Employer or any
of its affiliates. Employee's duty of loyalty will extend throughout the
Employment Term and will continue following termination of this Agreement to the
extent set forth in this Agreement and as recognized by applicable law. In
keeping with Employee's fiduciary duty to Employer and its affiliates, Employee
agrees that, during the Employment Term, Employee will not knowingly become
involved in a conflict between his personal interests and those of Employer or
any of its affiliates, and, upon discovery thereof, will not willfully allow
such conflict of interest to continue. Employee agrees to disclose in writing to
Employer any facts that could reasonably be expected to involve a material
conflict of interest upon Employee's conscious awareness that such a material
conflict could exist. Employee recognizes that it is impossible to provide an
exhaustive list of actions or activities that constitute or might constitute a
conflict of interest, but recognizes that these actions or activities may
include the following:

     

    (a) ownership
of more than a 5% interest in any supplier, contractor, customer, or other
person that does business with Employer or any of its
affiliates;

     

    (b) acting
in any capacity, including as a director, officer, employee, partner,
consultant, or agent, for any supplier, contractor, customer, or other person
that does business with Employer or any of its affiliates;

     

    (c) acceptance,
directly or indirectly, of payments, services, or loans (other than
entertainment, gifts, or other sales incentives that may be furnished in the
Ordinary Course of Business) from a supplier, contractor, customer, or other
person that does business with Employer or any of its
affiliates;

     

    (d) misuse or
disclosure of information of any kind obtained through Employee's relationship
with Employer; and

     

                                                   
(e) appropriation
by Employee or diversion to any other person, directly or indirectly, of any
business opportunity in which it is known or could reasonably be anticipated
that Employer or its affiliates would be interested.

     

    In further recognition of the fiduciary duties Employee
owes to Employer and its affiliates, Employee agrees that all documentation that
Employee provides to Employer will be accurate in all material respects, when
taken as a whole and in light of the circumstances in which it was
made.

     

    8. Payments In Certain Circumstances Following a "Change in
Control" of Employer.

     

    8.1
"Change
in Control" means (a) the acquisition, other than from Employer, by any
individual,
entity, or group of beneficial ownership of 50% or more of either the then
outstanding shares of common stock of Employer or the combined voting power of
the then outstanding voting securities of Employer entitled to vote generally in
the election of directors; or (b) approval by the stockholders of Employer of
(i) a reorganization, merger, consolidation, share exchange, or similar form of
reorganization of Employer with respect to which the individuals and persons who
were the respective beneficial owners of the common stock and voting securities
of Employer immediately prior to such reorganization, merger, or consolidation
do not, following such reorganization, merger, or consolidation, beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding equity interests and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the person resulting from such reorganization, merger or
consolidation, (ii) a complete liquidation or dissolution of Employer, or (iii)
sale or other disposition of all or substantially all of Employer's
assets.

     

    8.2
Subject to Section
8.3, upon the occurrence of a Change in Control, Employee may
elect, within 30 days of such Change in
Control, to terminate this Agreement by written notice to Employer and, in such event, will
receive from Employer, within 30 days following the Employment Termination Date, a lump sum payment
equal to 300% of the Base Salary then in effect. All payments made pursuant to this Section
8.2 will be in lieu of,
and not in addition to, payments would otherwise be made as a result of a
termination without Cause pursuant to Section
5.4. 

     

    8.3
To the extent that any payment or distribution of any type to or for the
benefit of Employee
by Employer, any affiliate of Employer, any person who acquires ownership or
effective control of Employer or ownership of a substantial portion of
Employer's assets (within the meaning of Section 280G of the Code and the
regulations thereunder), or any affiliate of such person, whether paid or
payable or distributed or distributable under this Agreement or otherwise ("Payments"),
is or will be subject to the excise tax imposed under Section 4999 of the
Code (the "Excise
Tax"), then Employee will be entitled to receive an additional payment (a
"Gross-Up
Payment") from Employer in an amount such that after payment by Employee
of all taxes (including any interest or penalties imposed with respect to such
taxes), including any income tax, employment tax, or Excise Tax, imposed upon
the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. The determination of whether the
Payments are subject to the Excise Tax and, if so, the amount of the Gross-Up
Payment, will be made by an accounting firm selected by Employer (the "Accounting
Firm"). The Accounting Firm will provide its determination (the
"Determination"),
together with detailed supporting calculations and documentation, to the
Parties within 20 days of the Employment Termination Date. If the Accounting
Firm determines that no Excise Tax is payable by Employee with respect to the
Payments, it will furnish the Employee with an opinion reasonably acceptable to
Employee that no Excise Tax will be imposed with respect to any such Payments
and, absent manifest error, such Determination will be binding, final and
conclusive upon the Parties. To avoid misunderstanding, the intent of this Section
8.3 is for Employee to retain, after payment of all taxes associated with
the Payments and the Gross-Up Payment, an aggregate amount that will equal the
amount that Employee would have retained if Section 4999 had not applied to the
Payments.

     

    9.
Miscellaneous.

     

    9.1
Entire
Agreement. This Agreement and the certificates, documents, instruments
and writings that are delivered pursuant hereto constitutes the
entire agreement and understanding of the Parties in respect of its subject
matters and supersedes all prior understandings, agreements, or representations
by or among the Parties, written or oral, to the extent they relate in any way
to the subject matter hereof or the Transactions. Except as expressly
contemplated hereby and except for Employer's affiliates, each of which will be
deemed a third party beneficiary of all obligations of Employee under this
Agreement, there are no third party beneficiaries having rights under or with
respect to this Agreement.

     

    9.2
Successors.
All of the terms, agreements, covenants, representations, warranties, and
conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the Parties and their respective
successors.

     

    9.3
Assignment.
No Party may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of
Employer and Employee; provided, however, that Employer may (a) assign any or
all of its rights and interests hereunder to one or more of its affiliates and
(b) designate one or more of its affiliates to perform its obligations hereunder
(in any or all of which cases Employer nonetheless will remain responsible for
the performance of all of its obligations hereunder). 

     

    9.4
Notices.
All notices, requests, demands, claims and other communications hereunder
will be in writing. Any notice, request, demand, claim or other
communication hereunder will be deemed duly given if (and then three business
days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

     

    If
to Employer:

     

    Natural Shrimp Corporation

     

    Attn: President

    2068 North Valley Mills Drive Waco, Texas
76710

    Tel: (254)
776-7290

    Fax: (254)
741-0595

     

                                 
Copy to (which will not constitute notice): Akin,
Gump, Strauss, Hauer & Feld, L.L.P.

     

                                 
Attn: Alan Schoenbaum

     

    300 Convent Street, Suite 1500 San Antonio, Texas
78205

    Tel:(210) 281-7234

    Fax: (210) 224-2035

     

    If to Employee:

     

    Attn: Bill G. Williams

    2068 North Valley Mills Drive

    Waco, Texas 76710 

    Tel: (254)
776-7290 

    Fax: (254)
741-0595

     

    Either Party may send any notice, request, demand, claim,
or other communication hereunder to the intended recipient at the address set
forth above using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail, or electronic mail),
but no such notice, request, demand, claim, or other communication will be
deemed to have been duly given unless and until it actually is received by the
intended recipient. Either Party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set
forth.

     

    9.5
Specific
Performance. Each Party acknowledges and agrees that the other Parties
would be
damaged irreparably if any provision of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. Accordingly, each
Party agrees that the other Party will be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and its terms and provisions in any Action
instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter, in addition to any other remedy to
which they may be entitled at law or in equity.

     

    9.6
Arbitration.
Any controversy or claim by either Party arising out of or relating to
this Agreement,
or the breach thereof, shall be settled by binding arbitration in accordance
with the Commercial Rules of the American Arbitration Association by a single
arbitrator to be located in Waco, McLennan County, Texas, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof, and shall not be appealable by either Party. Each Party shall be
responsible for paying its respective costs relating to any arbitration pursuant
to this Agreement, including any related attorneys fees. 

     

    9.7
Time.
Time is of the essence in the performance of this Agreement


     

    9.8
Counterparts.
This Agreement may be executed in two or more counterparts, each of
which
will be deemed an original but all of which together will constitute one and the
same instrument.

     

    9.9
Headings.
The article and section headings contained in this Agreement are inserted
for convenience only and will not affect in any way the meaning
or interpretation of this Agreement. 

     

    9.10
Governing Law. This Agreement and the performance of the Parties'
obligations hereunder will be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to any choice of law
principles. 

     

    9.11
Amendments and Waivers. No amendment, modification, replacement,
termination, or cancellation of any provision of this Agreement will be valid,
unless the same will be in writing and signed by the Parties. No waiver by any
Party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, may be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or
subsequent such occurrence. 

     

    9.12
Severability. The provisions of this Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided that if any
provision of this Agreement, as applied to any Party or to any circumstance, is
adjudged by a governmental body, arbitrator, or mediator not to be enforceable
in accordance with its terms, the Parties agree that the governmental body,
arbitrator, or mediator making such determination will have the power to modify
the provision in a manner consistent with its objectives such that it is
enforceable, and/or to delete specific words or phrases, and in its reduced
form, such provision will then be enforceable and will be enforced.


     

    9.13
Expenses. Except as otherwise expressly provided in this Agreement, each
Party will bear its own costs and expenses incurred in connection with the
preparation, execution and performance of this Agreement and the Transactions
including all fees and expenses of agents, representatives, financial advisors,
legal counsel and accountants. 

     

    9.14
Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by
the Parties and no presumption or burden of proof will arise favoring or
disfavoring any Party because of the authorship of any provision of this
Agreement. Any reference to any federal, state, local, or foreign law will be
deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words "include,"
"includes," and "including" will be deemed to be followed by "without
limitation." Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be
construed to include the plural and vice versa, unless the context otherwise
requires. The words "this Agreement," "herein," "hereof," "hereby," "hereunder,"
and words of similar import refer to this Agreement as a whole and not to any
particular subdivision unless expressly so limited. The Parties intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any Party has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the Party has not
breached will
not detract from or mitigate the fact that the Party is in breach of the first
representation, warranty, or covenant.  

     

    9.15 Incorporation
of Exhibits, Annexes, and Schedules. The
Exhibits, Annexes, Schedules and other attachments identified in this
Agreement are incorporated herein by reference and made a part
hereof.

     

    9.16
Remedies.Except as expressly provided herein, the rights, obligations and
remedies created
by this Agreement are cumulative and in addition to any other rights,
obligations, or remedies otherwise available at law or in equity. Except as
expressly provided herein, nothing herein will be considered an election of
remedies.

     

    9.17 Electronic Signatures.

     

    (a) Notwithstanding
the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.
7001 et.m.), the Uniform Electronic Transactions Act, or any other law relating
to or enabling the creation, execution, delivery, or recordation of any Contract
or signature by electronic means, and notwithstanding any course of conduct
engaged in by the Parties, no Party will be deemed to have executed this
Agreement or other document contemplated thereby (including any amendment or
other change thereto) unless and until such Party shall have executed this
Agreement or other document on paper by a handwritten original signature or any
other symbol executed or adopted by a Party with current intention to
authenticate this Agreement or such other document
contemplated.

     

    (b) Delivery
of a copy of this Agreement or such other document bearing an original signature
by facsimile transmission (whether directly from one facsimile device to another
by means of a dial-up connection or whether mediated by the worldwide web), by
electronic mail in "portable document format" (".pdf') form, or by any other
electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the
paper document bearing the original signature. "Originally signed" or "original
signature" means or refers to a signature that has not been mechanically or
electronically reproduced.

     

    IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.

     

    EMPLOYER:

     

    Natural Shrimp Corporation

     

    By: /s/Gerald Easterling

       Name: Gerald Easterling

    Title:
President

     

     

    
      	  	
              EMPLOYEE:

              /s/Bill Williams

            
	
              681767.0001 WEST 5736753
      vl 12

            	
              Name: Bill G. Williams,
  individually

            


    

     

    EXHIBIT A

    Description of Benefits

    Car Allowance ($600)

    Health Insurance