ex10_2.htm


     

    
      

      

    

    
      MEMBERS
AGREEMENT

      BETWEEN

      THE
MEMBERS

      OF

      NATURALSHRIMP
EUROPE LTD.

      1. INTRODUCTION

       

      This
Agreement is made and entered into on December 2, 2005, by and between BE INVEST
LTD. ("BET), a
company incorporated under the laws of Switzerland, with registered address at
18, rue de St.-Pierre, 1701 Fribourg, Switzerland, and with register number
CH-217-3531377-8, and NATURALSHRIMP INTERNATIONAL, INC. ("NST'), a
company incorporated under the laws of the State of Delaware, USA, with
registered address at 2068 N. Valley Mills Dr., Waco, Texas 76710 and with file
number 155900300 (BEI and NSI are the members of the Company and shall be
collectively referred to herein as the "Members").

       

      WHEREAS,
the Members intend to terminate any prior agreements between each other;
and

       

      WHEREAS,
BEI and NSI shall enter into a joint venture, NaturalShrimp Europe Ltd. (the
"Company");
and

       

      WHEREAS,
the Company is intended to serve as a holding company registered under the laws
of Switzerland and, through wholly-owned subsidiaries organized under the laws
of the country in which such subsidiary will be situated, shall be responsible
for the construction and operation of shrimp production facilities in Europe
using NSI's proprietary technology and know-how with respect to rowing shrimp,
as more fully defined in Schedule 1 attached hereto (the "Shrimp
Technology"); and

       

      WHEREAS,
BEI and NSI will each obtain 50% of the outstanding equity interest in the
Company; and WHEREAS,
this Agreement intends to govern the relationship between the
Members.

       

      NOW,
THEREFORE, for and in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

       

      2. PURPOSE

       

      2.1The
purpose of this Agreement is to govern and address the business
relationship

      between
the Members in regards to the ownership, construction, operation, and management
of shrimp production facilities throughout Europe and initially in
Spain.

       

      2.2The
Company shall be a holding company formed under the laws of the country of
Switzerland
and shall have a wholly-owned subsidiary, organized under the laws of the
country of Spain, which shall be solely responsible for the construction and
operation of shrimp production facilities in Spain using the Shrimp Technology.
The Company will establish other subsidiaries as appropriate in order to cover
the countries listed on Schedule 2 attached hereto (the "Territory").

       

      2.3The
Members have agreed that BEI will do or provide the following with regards to
the
initial shrimp growing facility located in Spain (the "Facility")
utilizing the Shrimp Technology:

       

      
        	
                 
      

              	
                2.3.1
      With the advice and consent of NSI, such consent to be granted within a
      reasonable period, and not to be unreasonably withheld, locate and secure
      a satisfactory location suitable for the construction and operation of the
      Facility;

              


      

       

      
        	
                 
      

              	
                2.3.2
      Contribute to the Company's capital such funds as are necessary for the
      construction of the Facility and the operation of the Facility for the
      period beginning on the execution of this Agreement and ending six (6)
      months following the Initial Operation (hereinafter defined) of the
      Facility;

              


      

       

      
        	
                 
      

              	
                2.3.3
      Use its best efforts to obtain, at BEI's sole cost and expense, all
      necessary local, state and federal governmental permits and licenses
      necessary to construct and operate the Facility and to market and sell
      shrimp in Spain; and

              


      

       

      
        	
                 
      

              	
                2.3.4
      Ensure that management and other staff of the Facility comply with all
      rules, regulations, statutes and laws applicable to the business of the
      Facility, subject to any decisions made by the Board of Directors of the
      Company (the "Board")
      or the managing director of the Company (the "Managing
      Director")
      pursuant to their respective competencies described in Article 4
      below.

              


      

       

      2.3.5 For
the purposes of this Agreement, "Initial
Operation(s)" shall mean the initial
stocking of the Facility with shrimp intended for commercial sale.

       

      2.4The
Members have agreed that NSI will do or provide the following:

       

      
        	
                 
      

              	
                2.4.1
      NSI will provide certain services to the Company for a management fee of
      $10,000/month (the "Management
      Fee"). The obligation to pay the Management Fee shall commence
      sixty (60) days following the completion of the delivery of all Know-How
      (as defined in Schedule 1 attached hereto) and documentation concerning
      the Shrimp Technology necessary to construct the Facility (the "Technology
      Transfer"), such completion to be evidenced by written notice
      thereof from the Company to NSI. The services covered by the Management
      Fee will include: staff expenses and consulting services regarding
      strategic planning, marketing, production and distribution of shrimp;
      provided, however, that in no case shall such services include any
      services related to the Technology Transfer or the services to be provided
      by NSI at the Facility as provided in Section 2.4.2;
  and

              


      

       

      
        	
                 
      

              	
                2.4.2
      Following the completion of the Technology Transfer and during the
      development of any shrimp growing facility by the Company, NSI will
      furnish certain of its employees at such facility's location to provide
      consulting services. The Company shall pay (i) all reasonable travel and
      living expenses for NSI's employees when engaged in such on-site
      consultations, and (ii) a minimum consulting fee of $1,500 (US) per
      employee per on-site visit, plus an additional $75.00 (US) per hour per
      employee for each hour worked by such employee in excess of twenty (20)
      hours during such facility's normal working hours;
  and

              


      

       

      
        	
                 
      

              	
                2.4.3
      Secure that agreements made by NSI with partners other than BEI in the
      countries listed on Schedule 2 attached hereto shall contain a provision
      which prohibits the production and sale of shrimp, or the export of shrimp
      to such countries by an entity not beneficially owned in part by the
      Company.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.LICENSE

       

      3.1 Subject to the provisions set
forth in Sections 3.6 and 3.7 hereof, during the term of this
Agreement, NSI hereby grants to the Company an exclusive license to use the
Shrimp Technology in each of the countries within the Territory and undertakes
not to exploit the Shrimp Technology in the Territory or to purport to grant
others the right to do so.

       

      3.2 Subject to the provisions set
forth in Sections 3.6 and 3.7 hereof, NSI hereby grants to the
Company an exclusive license within the Territory to use the rights NSI has or
may acquire, but is not obligated to acquire, in any trade or service mark for
use on the Licensed Products (as defined in Schedule 1 attached hereto) and in
conjunction with the advertising, marketing, promotion, or the rendering of
services by or with the Shrimp Technology.

       

      3.3During the term of this Agreement,
the Company undertakes to pay for all government fees
associated with the procurement and maintenance of the whole or any part of the
Shrimp Technology in the Territory. The Company shall not make any
representation or perform any act which may be taken to indicate that it has any
title or interest in or to the ownership or use of the Shrimp Technology, except
under the terms of this Agreement, and acknowledges that nothing contained in
this Agreement shall give the Company any right, title or interest in or to the
Shrimp Technology except as hereby granted.

       

      3.4 If,
during the term of this Agreement, Company either alone or jointly with others,
makes any
Improvement (as defined in Schedule 1 attached hereto) relating to or touching
upon the Shrimp Technology, such Improvement shall be and remain the property of
NSI (whether registered or not) and accordingly the Company hereby assigns to
NSI any rights the Company may have in such Improvements. Upon making or
creation of any Improvement, if so requested and at NSI' s expense, the Company
will assist NSI in obtaining patent, trademark or copyright registrations, or
any other protection desired by NSI with respect to any such Improvement and
will execute all documents and do all things necessary to give effect to this
provision. This Section 3.4 shall apply only to Improvements relating to the
Shrimp Technology.

       

      3.5 The
Company shall at all times indemnify and keep indemnified NSI against all or any
costs,
claims, damages or expenses incurred by NSI or for which NSI may become liable
with respect to any claim relating to the use of the Shrimp Technology or the
Licensed Products and supplied or put into use by the Company.

       

      3.6
Following the execution of this Agreement, the Company shall have a license to
use the
Shrimp Technology within the territorial limits of the country of Spain. The
Company shall have the right to expand its shrimp production operations into
additional countries in the Territory listed on Schedule 2, including the right
to export the Licensed Products (as defined in Schedule 1 attached hereto) to
countries other than Spain, subject to NSI's prior written consent, which shall
not be unreasonably withheld or delayed.

       

      3.7 At
any time after two (2) years from Initial Operation, NSI may propose to the
Company
the expansion of its shrimp production operations into additional countries in
the Territory.

       

      
        	
                 
      

              	
                3.7.1
      Such proposal must be reasonable in scope and shall at a minimum be in
      writing, include the name of the country or countries in which NSI
      proposes that the Company expand its operations, and describe the means by
      which NSI proposes to expand such
operations.

              


      

       

      
        	
                 
      

              	
                3.7.2
      Upon receipt of such proposal, the Company shall have twenty-one (21) days
      to demand further information from NSI regarding the means proposed for
      expanding the operations, including, but not limited to, general marketing
      information obtained by NSI, name and contact information of any potential
      distributors or manufacturors, and any proposed business plans. Upon
      receipt of such information from NSI, the Company shall have sixty (60)
      days to accept or reject such proposal, such acceptance or rejection to be
      in writing. Notwithstanding anything contained herein to the contrary, the
      directors appointed to the Board by NSI shall have no right to vote on the
      acceptance or rejection of such
proposal.

              


      

       

      
        	
                 
      

              	
                3.7.3
      If such proposal is rejected by the Company, then the Company's right to
      the license for the country or countries listed in such proposal shall
      terminate and revert to NSI and such country or countries shall be
      stricken from Schedule 2 hereto and no longer considered part of the
      "Territory" for the purposes of this Agreement. If the Company fails to
      respond to such proposal in writing within such sixty (60) day period,
      then Company shall be deemed to have rejected such offer and the Company's
      right to the license for the country or countries contained in such
      proposal shall terminate and revert to NSI and such country shall be
      stricken from Schedule 1 hereto and no longer considered part of the
      "Territory" for the purposes of this
Agreement.

              


      

       

      
        	
                 
      

              	
                3.7.4
      If such proposal is accepted by the Company, the Company shall have two
      (2) years to begin Initial Operations in the proposed country or
      countries. If the Company fails to reach Initial Operations within two (2)
      years from the date of the acceptance of the proposal, then the Company's
      right to the license for the country or countries listed in such proposal
      shall terminate and revert to the NSI and such country or countries shall
      be stricken from Schedule 2 hereto and no longer considered part of the
      "Territory" for the purposes of this Agreement. In no case may NSI propose
      more than two (2) countries for development in accordance with this
      Section 3.7 within the same calendar
year.

              


      

                           

      3.8
Company shall have the right to sublicense the rights granted to it in the
ShrimpTechnology
under this Section 3 to its wholly-owned subsidiaries as contemplated by Section
2.2. Subject to Board approval, Company may also subcontract to third parties
some or all of the aspects of production of the Licensed Products; provided,
however, that in all such cases, no Know-How or any other confidential
information of NSI shall be disclosed to such third party unless it is subject
to a written confidentiality agreement with Company and NSI and in form
acceptable to NSI.

       

      3.9 No further right or license is
granted by NSI to the Company by this Agreement, except as
expressly set out in this Section 3.

       

      4.
MANAGEMENT OF THE COMPANY

       

      4.1Day-to-day management will be the
responsibility of the Managing Director, who shall be
responsible to the Board and follow the Board's policies. The Managing Director
shall be appointed by the Board.

       

      4.2 The Board will consist of four (4)
Directors; two (2) who will be appointed by NSI and two
(2) who will be appointed by BEI. The Directors shall perform their duties in
good faith and with due skill and care. If a person is made a "Member" in
accordance with Section 8.5 and Section 11.1 hereof, BEI will be permitted to
transfer its right to appoint one (1) member of the Board to such person. The
position of Chairman of the Board will rotate among the four directorships on an
annual basis. The Chairman of the Board will be permitted to vote on matters
properly coming before the Board. The Members agree, and will instruct the
Chairman of the Board accordingly, that any casting vote granted to the Chairman
of the Board under any applicable law shall not be used. Any tie vote that the
Board is not otherwise able to resolve between themselves, will be resolved in
accordance with Article 10. For as long as Swiss law requires that a member of
the Board be a citizen of Switzerland or of a European Union country and a legal
resident of the country of Switzerland, at least one (1) of the members of the
Board appointed by BEI must be both a citizen of Switzerland or of a European
Union country and a legal resident of the country of Switzerland.

       

      4.3 The Managing Director shall act
within the powers and duties limited by the Board.

       

      4.4 Meetings of the Board shall be
held at least quarterly, or else as called by a Director on
reasonable notice. The quorum for the transaction of business by the Board shall
be two (2) directors, consisting of at least one (1) director appointed by NSI
and one (1) director appointed by BEI.

       

      4.5 Compensation of any Director shall
be determined by the Members and the compensation
of the Managing Director and any other officers of the Company shall be
determined by the Board.

       

      4.6 No Managing Director or other
officer of the Company will take any action which is (a)
reserved to the Board or Members, (b) contrary to this Agreement, the Articles
of Association of the Company, or any other agreement governing the relationship
among the Members, or (c) which would contravene law.

       

      5. CAPITAL
CONTRIBUTIONS

       

      5.1NSI
has licensed the Company to use the Shrimp Technology pursuant to Section 3
and will
provide, free of charge, all things necessary to complete the Technology
Transfer.

       

      5.2BEI
will provide the capital necessary to secure land, construct the Facility and to
provide
for adequate working capital as set forth in Section 2.3.2, such capital to be
structured as a loan in accordance with a definitive loan agreement to be
negotiated at a later date (the "Loan
Agreement"), the terms of which with will comport substantially with the
indicative term sheet attached hereto as Schedule 3.

       

      5.3The
form and amount of any additional capital contributions by the Members shall be
determined
by a Majority in Interest.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      6. GENERAL
MEMBERS MEETINGS

       

      6.1The
Company's Articles of Association shall seek to incorporate the terms of this
Article 6
insofar as these terms are allowed under Swiss law. The Articles of Association
shall adopt the provisions of the Swiss Code of Obligations as far as possible.
If the Articles of Association of the Company do not comply with the terms set
forth in this Article 6 below due to the use of the standard terms of the Swiss
Code of Obligations, in defining the Articles, then the said Articles of
Association shall take precedent.

       

      6.2All meetings of the Members
shall be held at the principal office of the Company or at such
other place as may be determined by the Members and set forth in the respective
notice or waivers of notice of such meeting.

       

      6.3The
annual meeting of the Members of the Company for the transaction of such
business
for which such meeting is called or as may properly come before the meeting,
shall be held at such time and date as shall be designated by the Members from
time to time and stated in the notice of the meeting. Such annual meeting shall
be called in the same manner as provided in this Agreement for special meetings
of the Members, except that the purposes of such meeting need be enumerated in
the notice of such meeting only to the extent required by law in the case of
annual meetings.

       

      6.4Special
meetings of the Members may be called by the Board or by the holders of not
less than
ten percent (10%) of all the outstanding equity interests of the Company.
Business transacted at all special meetings shall be confined to the purposes
stated in the notice.

       

      6.5Written
or printed notice stating the place, day and hour of the meeting and the
purpose
or purposes for which the meeting is called, shall be delivered not less than
fourteen (14), or in the case of an annual general meeting, no less than
twenty-one (21) clear days before the date of the meeting, either personally or
by mail, by or at the direction of the Members or person calling the meeting, to
each Member of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered forty-eight (48) hours after it was deposited in
the mail to the Member at his address as it appears on the transfer record of
the Company, with postage prepaid.

       

      6.6A Majority in Interest of the
Members shall constitute a quorum at all meetings of the Members,
except as otherwise provided by law or the Articles of Organization. Once a
quorum is present at the meeting of the Members, the subsequent withdrawal from
the meeting of any Member prior to adjournment or the refusal of any Member to
vote shall not affect the presence of a quorum at the meeting. If during a
meeting such quorum ceases to be present, the meeting shall stand adjourned
until the same day in the next week at the same time and place or until such
time and place as the Board may determine. At any meeting of the Members at
which a quorum is present, the vote of the holders of a Majority in Interest of
all the Members shall be the act of the Members, unless the vote of a greater
number is required by law, the Articles of Association, or this Agreement. For
the purposes of this Agreement, "Majority in
Interest"
shall mean such Members who, in the aggregate, own more than fifty
percent (50%) of all of the outstanding equity interests of the
Company.

       

      6.7The Board shall make, at least ten
(10) days before each meeting of the Members, a complete
list of the Members entitled to vote at such meeting, or any adjournment of such
meeting, arranged in alphabetical order, with the address of and the percentage
of equity ownership of the Company held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the registered office
of the Company and shall be subject to inspection by any Member at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to inspection of any
Member during the whole time of the meeting. However, failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.

       

      6.8The Company shall be entitled to
treat the holder of record of any equity interest in the Company as
the holder in fact of such equity interest for all purposes, and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such equity interest on the part of any other person, whether or not it shall
have express or other notice of such claim or interest, except as expressly
provided by this Agreement or the laws of the country of
Switzerland.

       

      6.9Notwithstanding
any provision contained in this Article 6, all actions of the Members
provided
for herein may be taken by written consent without a meeting, or any meeting
thereof may be held by means of a conference telephone call. Any such action
which may be taken by the Members without a meeting shall be effective only if
the written consent or consents are in writing, set forth the action so taken,
and are signed by the holder or holders of equity interests of the Company
constituting not less than the minimum amount of equity interests that would be
necessary to take such action at a meeting at which the holders of all equity
interests in the Company entitled to vote on the action were present and voted.
Prompt notice of the taking of any action by the Members without a meeting by
less than unanimous written consent shall be given to those Members who did not
consent in writing to the action.

       

      
        	
                 
      

              	
                6.10
      It is agreed that the corporate actions listed below require the approval
      of such Members who, in the aggregate, own more than seventy-five percent
      (75%) of all the outstanding equity interests of the Company, and that no
      resolution of any of the material issues below shall have any effect
      unless passed at a duly constituted general meeting of
      Members:

              


      

       

                   
6.10.1 any decision to list the Company's shares on a public Stock
Exchange;

       

      
        	
                 
      

              	
                6.10.2
      The dissolution of the Company or the placing of the Company in voluntary
      liquidation;

              


      

       

      
        	
                 
      

              	
                6.10.3
      the approval of the Company's annual budget and annual audited financial
      statements;

              


      

       

      
        	
                 
      

              	
                6.10.4
      the amendment of this Agreement, Company's Articles of Association or
      authorization to engage in any business other than that previously
      unanimously agreed to by the
Members;

              


      

       

                  
6.10.5 the acquisition or disposition of any material portion of the Company's
assets; 6.10.6 the issuance or repurchase of shares in the Company;

       

                  
6.10.7 any dividend or distribution by the Company;

       

                  
6.10.8 transactions with any Member or their respective affiliates;

       

      
        	
                 
      

              	
                6.10.9
      any merger, consolidation, liquidation or any other extraordinary
      corporate transaction;

              


      

       

      
        	
                 
      

              	
                6.10.10settlement
      of material litigation in excess of the amount agreed by the
      Members;

              


      

       

                   
6.10.11 change of auditors or accounting practices; and

       

      
        	
                 
      

              	
                6.10.12any
      (i) capital expenditures, (ii) loans or other borrowings, (iii) mortgages
      or other encumbrances of assets, or acquisitions or (iv) leases of real
      property.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      7.
MEMBERS & DISTRIBUTION POLICY

       

      7.1NSI will own 50% of the Company,
and share in the profits and losses of the Company
in that percentage.

       

      7.2BEI will own 50% of the Company,
and share in the profits and losses of the Company
in that percentage.

       

      7.325% of Cash Flow (hereinafter
defined) shall be used to make the payments required under the
Loan Agreement until such time as such payment obligations expire.

       

      7.425% of Cash Flow (hereinafter
defined) shall be used as a reserve for the reasonable needs of
the Company, including, without limitation, working capital, capital
expenditures and new investments, unless otherwise determined by a Majority in
Interest.

       

      7.5The remaining Cash Flow will be
distributed to the Members as and when agreed by the Board
on an annual basis (after relevant debt service obligations have been met) but
no distribution will:

       

      7.5.1
occur where to do so would contravene law;

       

      
        	
                 
      

              	
                7.5.2
      occur where to do so would place the Company in a position that it would
      not be able to pay its debts as they become due in the normal course of
      business; or

              


      

       

      
        	
                 
      

              	
                7.5.3
      occur where to do so would allow the Company's total assets to be less
      than its total liabilities.

              


      

       

      
        	
                 
      

              	
                7.5.4
      For the purposes of this Agreement, "Cash Flow"
      shall mean, for each quarter, any net cash available to the Company
      from actual revenues minus (i) the operating and other expenses of the
      Company, (ii) any applicable state, local and federal taxes payable by the
      Company, (iii) capital expenditures or leasehold improvements with respect
      to the Facility, and (iv) any payment of debts of the Company (other than
      those due under the Loan
Agreement).

              


      

       

      7.6 The Company shall make
distributions of Cash Flow to the extent available at least once a
year within a reasonable time after the end of each fiscal year of the Company
pro rata in accordance with the equity interests of the Company held by each
Member.

       

      7.7 Distributions to the Members of
Cash Flow, and the timing of payment of such distributions,
shall be sufficient to cover the Members' respective tax liabilities on the
respective share of the Company's profits which are allocated to
them.

       

      7.8 The
Company shall indemnify any person who was or is a party or is threatened to be
made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, any
appeal in such an action, suit or proceeding and any inquiry or investigation
that could lead to such an action, suit or proceeding (whether or not by or in
the right of the Company), by reason of the fact that he or she is or was a
Member, manager, officer, or employee of the Company or is or was serving at the
request of the Company as a manager, officer, or employee, against all
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses (including attorneys' fees and court costs) actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding to the fullest extent permitted by any applicable law, and such
indemnity shall inure to the benefit of the heirs, executors and administrators
of any such person so indemnified pursuant to this Section 7.8. The right to
indemnification under this Section 7.8 shall be a contract right and shall not
be deemed exclusive of any other right to which those seeking indemnification
may be entitled under the Company's organizational documents or any law,
agreement, vote of Members or disinterested managers or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office.

       

      7.9 There
is no indemnification of any member of the Board/Members for actions that
were
taken contrary to the Company's organizational documents, actions that were
fraudulent or constituted gross negligence or which were knowingly taken in
violation of law or which related to receipt of a financial benefit to which
there was no entitlement.

       

      7.10 The
Members may assert claims against each other for breach of
obligations.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        8.
TRANSFER OF SHARES

      

       

      8.1Equity interests of the Company
may not be transferred, pledged or hypothecate except in
accordance with the transfer provisions of this Agreement. Notwithstanding the
foregoing, in no case shall a transfer be permitted if:

       

          
8.1.1 the effect of such transfer would be to terminate this Agreement; 8.1.2
the transfer is to a competitor of the Company; or

       

      
        	
                 
      

              	
                8.1.3
      the transfer would violate any law, or trigger registration requirements
      under securities laws.

              


      

       

      8.2 Transfers to an Affiliate are
permitted provided such Affiliate agrees to be bound by same
agreements as the Members to this Agreement, and provided advance written notice
of such transfer is given to the Members. For the purposes of this Agreement,
the term "Affiliate"
shall mean any other person who, directly or indirectly, through one or
more intermediaries, controls or is controlled by, or is under common control
with, the specified person.

       

      8.3 Permitted transfers shall not
excuse the Members from the requirement to make capital
contributions as required hereby.

       

      8.4 If any Member should desire to
sell all or any part of its equity interest in the Company
to any party, the other Members shall have the first right and option to
purchase, in proportion to their respective equity interests, the equity
interests desired to be sold by the selling Member, such option to be upon the
same terms and conditions as the selling Member is willing to accept from the
prospective purchaser (and the Members hereby agree that if a Member shall agree
to any sale other than for cash, the non-selling Members shall have the right to
purchase the equity interests desired to be sold by the selling Member for the
Fair Market Value of such non-cash consideration).

       

      
        	
                 
      

              	
                8.4.1
      The terms and conditions upon which any selling Member desires to sell all
      or any part of its interest hereunder shall be set out in a written offer
      signed by the prospective purchaser or purchasers. The selling Member
      shall thereafter deliver to each of the other Members a fully executed
      counterpart of the contract relating to the contemplated
    sale.

              


      

       

      
        	
                 
      

              	
                8.4.2
      The other Members shall have fifteen (15) days from the date of receipt of
      the executed copies of said contract within which to advise in writing the
      Member contemplating such sale of their desire to purchase all or some
      portion of the interest which is the subject of such contemplated sale.
      Failure of any Member to advise in writing the selling Member of such
      Member's desire to purchase its proportionate part of such equity
      interests within such fifteen (15) day period shall be deemed conclusively
      a rejection of such right to
purchase.

              


      

       

      
        	
                 
      

              	
                8.4.3
      Should any Member elect not to purchase its proportionate part of the
      interest which is the subject of the contemplated sale, the selling Member
      shall promptly
      so notify the other Members that did elect to purchase their proportionate
      part and such other Members shall have the right to purchase such part in
      proportion to their equity interests, by giving the selling Member written
      notice thereof within the fifteen (15) day period following receipt of
      said notice. Likewise, the failure of any such Member to advise the
      selling Member in writing of its desire to purchase its proportionate part
      of all of such additionally available equity interests in the manner and
      within the time permitted shall be conclusively deemed a rejection of such
      right to purchase.
      
                   

                

              


      

       

      
        	
                 
      

              	
                8.4.4
      If the non-selling Members desire to exercise their preferential right and
      option to purchase and so notify the selling Member ("Exercise
      Notice"), such Members shall close the purchase of such equity
      interests prior to the expiration of sixty (60) days after such election,
      payment for such interest being in accordance with the terms and
      provisions of the third-party offer; provided, however, that if the
      consideration provided for in such third-party offer was non-cash
      consideration, the non-selling Members shall be able to purchase such
      equity interests for the Fair Market Value of the non-cash consideration
      contained in the third-party offer.

              


      

       

       

      
        	
                 
      

              	
                8.4.5
      This preferential right to purchase shall be of no force and effect unless
      the other Members shall offer to purchase the entire interest offered for
      sale by the selling Member.

              


      

       

      
        	
                 
      

              	
                8.4.6
      For the purposes of this Agreement, "Fair
      Market Value" shall mean the value at which the Members mutually
      agree upon, or in the absence of such agreement within fifteen (15) days
      of the receipt of the Exercise Notice, then the Members shall by mutual
      agreement name a competent, independent appraiser familiar with the
      appraisal of similar closely held businesses to conduct an appraisal of
      the equity interests to be purchased. The Fair Market Value of such equity
      interests shall be determined by the appraiser within forty-five (45) days
      of the Exercise Date. The appraiser shall be instructed not to apply a
      discount to equity interests with a minority (i.e., non-controlling)
      interest nor to apply a premium to equity interests with a controlling
      interest in determining the Fair Market Value of the equity interests to
      be purchased. If the Members are unable to agree on an appraiser within
      fifteen (15) days of the expiration of the fifteen (15) day period
      referred to in this Section 8.4.6, the Members shall each choose a
      qualified appraiser and these appraisers, as a group and by majority vote,
      shall select one independent qualified appraiser to determine the Fair
      Market Value of the equity interests to be purchased in accordance with
      the immediately preceding paragraph. In all cases under this Agreement,
      the cost of any appraisals obtained for purposes of determining Fair
      Market Value shall be paid by the
Company.

              


      

       

      8.5
Notwithstanding Section 8.4 above, BEI shall have the right to transfer up to
48% (24% of
the total outstanding equity of the Company) of its equity interest in the
Company, and BEI's right to appoint one (1) member of the Board, to a person so
long as such person (a) becomes subject to the terms and conditions of this
Agreement in the capacity of "Member" pursuant to Section 11.1, and (b) is
approved by NSI, such approval not to be unreasonably withheld or
delayed.

       

      8.6 If
the Company does not reach profitability within four (4) years from the Initial
Operation
of the Facility, NSI shall have the right to purchase BEI's equity interest at
Fair Market Value or, alternatively, shall have the right to require the sale of
BEI's equity interest to a third party designated by NSI at Fair Market
Value.

       

      
        	
                 
      

              	
                8.6.1
      If the operation of the Facility is delayed or has been interrupted due to
      a Force Majeure Event, the period of such delay or interruption shall be
      added to the four year term provided for in Section 8.6. For the purposes
      of this Agreement, a "Force
      Majeure Event' shall mean an act of God such as fire, storm, flood,
      earthquake, explosion or accident; acts of the public enemy; acts of war
      or terrorism; rebellion; insurrection; sabotage; or the acts (including
      laws, regulations, disapprovals or failures to approve) of any government,
      whether national, municipal or otherwise, or any agency
      thereof.

              


      

       

      
        	
                 
      

              	
                8.6.2
      If the Company has not reached profitability due to causes resulting from
      lack of availability or quality of NSI's services as defined under
      Sections 2.4.1 and 5.1, deficiencies in the Shrimp Technology which NSI
      has not disclosed to BEI (BEI having no duty of inspection with respect to
      the Shrimp Technology), or breaches of NSI's general duty of care with
      regards to the Company, NSI will not be entitled to exercise their right
      to purchase BEI's interests under this Section 8.6. The burden of proving
      the foregoing shall be on BEI.

              


      

       

      8.7 If there is a Change in Control
of BEI, NSI shall have the option to purchase BEI's equity
interest in the Company at Fair Market Value.

       

      
        	
                 
      

              	
                8.7.1
      For the purposes of this Agreement, "Change in
      Control' shall mean (a) the acquisition by any individual, entity,
      or group, other than the current holders, of beneficial ownership of 50%
      or more of the then outstanding equity interests of BEI; (b) a
      reorganization, merger, consolidation, share exchange, or similar form of
      reorganization of BEI with respect to which the individuals who were the
      respective beneficial owners of the equity interests of BEI 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 of the entity resulting from such reorganization, merger or
      consolidation; (c) a complete liquidation or dissolution of BEI; or (d)
      sale or other disposition of all or substantially all of BEI's assets;
      provided, however, a Change of Control shall not be deemed to have taken
      place where the current holder of BEI is deceased and his inheritors, by
      statute, testament or as a trust, are exercising their acquired
      proprietary rights in BEI.

              


      

       

      8.8 Upon any approved transfer of
equity interest, (a) all outstanding loans, etc. between the
Company and the departing Member will be repaid, (b) any member of the Board
appointed by the departing Member will resign and (c) all reasonable efforts
will be made to secure the release of the departing Member from any guarantees
it has given on behalf of the Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9.
ARTICLES OF ASSOCIATION 

       

      9.1 In
case of any conflict between the provisions of this Agreement and the Articles
of Association,
the Members shall cause necessary alterations to be made to the Articles of
Association as required in order to remove any conflict, unless the provisions
of this Agreement explicitly state that the Articles of Association take
precedent.

       

      10. CONFLICTS,
GOVERNING LAW IN CASE OF DISPUTES

       

      
        	
                 
      

              	
                10.1
      In the event of any controversy or claim arising out of or relating to
      this Agreement, the Members shall consult and negotiate with each other
      and, recognizing their mutual interests, attempt to reach a solution
      satisfactory to both parties. If they do not reach settlement within a
      period of sixty (60) days, then either party may, by notice to the other
      party and the International Centre for Dispute Resolution, demand
      mediation under the International Mediation Rules of the International
      Centre for Dispute Resolution. If settlement is not reached within sixty
      (60) days after service of a written demand for mediation and if the
      parties mutually consent, any unresolved controversy or claim arising out
      of or relating to this Agreement shall be settled by arbitration in
      accordance with Swiss Rules of International Arbitration. The place of
      arbitration or mediation pursuant to this Section 10.1 shall be Bern,
      Switzerland. The language of the arbitration shall be
    English.

              


      

       

      
        	
                 
      

              	
                10.2
      The corporate law of the country of Switzerland will govern all questions
      concerning the relative rights of the Company and its members. All other
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by English
law.

              


      

       

      
        	
                 
      

              	
                10.3
      If the controversy between the parties is not settled in accordance with
      Section 10.1, NSI shall have the right to purchase BEI's ownership
      interest at Fair Market Value or to require the sale of BEI's interest to
      a third party designated by NSI at Fair Market
  Value.

              


      

       

      11. MISCELLANEOUS

       

      This
Agreement shall apply to all issued shares of stock in the Company. Further, any
or all possible future buyers of shares, no matter way of purchase, shall be
made a party to this Agreement in the capacity of "Member."

       

      
        	
                 
      

              	
                11.2
      This Agreement constitutes the entire understanding between the parties
      with respect to the Company, and supersedes all prior agreements,
      negotiations and discussions between the parties relating to it. Upon the
      execution of this Agreement, the License Agreement between NSI and the
      Licensee (as defined in the License Agreement) and the License Option
      Agreement between NSI and the Aspheim/Bye Group dated March 13, 2004 shall
      be deemed terminated and no longer of any force or
  effect.

              


      

       

      
        	
                 
      

              	
                11.3
      For the purposes of interpreting this Agreement, the term "person"
      includes a corporate or unincorporated body. Words in the singular include
      the plural and in the plural include the singular. A reference to one
      gender includes a reference to the other gender. The terms "in writing" or
      "written" include faxes but not
e-mail.

              


      

       

      
        	
                 
      

              	
                11.4
      Except as expressly provided in this Agreement, no amendment or variation
      of this agreement shall be effective unless in writing and signed by a
      duly authorized representative of each of the parties to
    it.

              


      

       

      
        	
                 
      

              	
                11.5
      The parties declare that they each have the right, power and authority and
      have taken all action necessary to execute and deliver and to exercise
      their rights and perform their obligations under this
      Agreement.

              


      

       

      12. DISSOLUTION

       

      
        	
                 
      

              	
                12.1
      The Company shall be dissolved if there is written consent of all Members;
      or any court decree is issued or law is enacted that would prevent the
      Company from meeting its purpose.

              


      

       

      
        	
                 
      

              	
                12.2
      A Member who attempts or causes dissolution outside of above events shall
      be liable to the Company and the other Members. Upon dissolution, assets
      of the Company are to be sold and proceeds to be applied to (a) expenses
      of dissolution, (b) payment of liabilities/debts of the Company, (c) to
      reserves for contingent/unforeseen liabilities of the Company and (d) to
      Members in accordance with equity
interest.

              


      

       

      13. AUDITS
AND FINANCIAL REPORTING

       

      
        	
                 
      

              	
                13.1
      The Board will cause the Company to keep complete and accurate records and
      books of account in accordance with the Company's accounting policies and
      United States generally accepted accounting principles ("GAAP"),
      or such other accounting principles which may be required according
      to local law from time to time, consistently applied. Members (and their
      duly authorizes representatives) will have access to records and books
      during regular working hours upon reasonable prior
  notice.

              


      

       

      
        	
                 
      

              	
                13.2
      Monthly, quarterly and annual financial statements for the Company will be
      produced and supplied to the Board and the
  Members.

              


      

       

      
        	
                 
      

              	
                13.3
      Annual statements will be audited promptly and supplied in audited form to
      the Board and the Members.

              


      

       

      13.4
Members shall have full access to all information concerning the
Company.

       

      14. NON-COMPETE
AND CONFIDENTIALITY

       

      
        	
                 
      

              	
                14.1
      The Company will be sole vehicle through which the Members engage in the
      Company's agreed purpose.

              


      

       

      
        	
                 
      

              	
                14.2
      The Members will keep Company matters confidential but may disclose
      information/documentation regarding the Company to advisers, affiliates
      and employees of affiliates, and as necessary and approved by the Members
      to the Company's customers.

              


      

       

      15. ACCOUNTING

       

      
        	
                 
      

              	
                15.1
      The Company will operate on an accrual basis for tax and financial
      accounting purposes consistent with GAAP, or such other accounting
      principles which may be required according to local law from time to
      time.

              


      

       

      15.2 The
Company's fiscal year end will be December 31. 

       

      16. VALIDITY

       

      16.1 This
Agreement shall be valid from the date it is signed and shall remain valid and
in full
force until this Agreement is explicitly terminated. Such termination requires
unanimity from the Members.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      [Signature
Page Follows]

       

      [Signature
Page to Members Agreement]

       

      In
witness whereof, the Parties hereto have duly executed and signed this
Agreement, in 2 originals, in San Antonio, Texas, on the date first written
above.

       

      


      BE Invest
Ltd.

      


      By: /s/ Bjorn
Asphelm

       

      


      NaturalShrimp
Iternational, Inc.

      


      


      /s/Gerald Easterling,
President

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Schedule
1

      Shrimp
Technology

       

      SHRIMP
TECHNOLOGY shall mean any and all inventions and intellectual property of NSI
used in aquaculture and self-contained eco-systems for the growing and marketing
of aquatic species, and software designed to monitor and control such
eco-systems, and shall include but shall not be limited to all IMPROVEMENTS,
KNOW-HOW, LICENSED PATENTS and LICENSED PRODUCTS as defined below.

       

      IMPROVEMENTS
shall mean improvements and enhancements to the Shrimp Technology, whether or
not patentable, which during the term of this Agreement are made, conceived or
acquired by either party or to which either party obtains rights which it can
provide to the other without obligation to third parties, including changes made
for the purpose of improving the operation, efficiency, marketing or deployment
of the Licensed Product.

       

      KNOW-HOW
shall mean the engineering, design, and operational techniques possessed by NSI
relating to the specifications (including specifications for the ingredients
needed for the growing of aquatic species), design, construction, and
operational performance of the Shrimp Technology, which are applicable within
the field of aquaculture and self-contained eco­systems for the growing and
marketing of shrimp. The Know-How shall specifically include, but not be limited
to: Facility Construction Manuals, Facility Operational Manuals, and any local,
state or federal governmental licenses or permits held, or hereinafter acquired,
by NSI in the United States regarding the Shrimp Technology and all information
supplied by NSI to such governmental authority in obtaining such license or
permit. Know-How shall also include any information obtained by NSI or the
Company through advisory boards concerning the specifications, design,
construction, and operational performance of the Shrimp Technology. The
information shall be provided in meters/centimetres, kilos and based on a 220
volt current. A Configuration & Document Management System will be used to
support a cost effective and controlled evolution of the Know-How. All manuals
and all other documents being part of the Know-How, must be created, maintained
and revised according to such system. Know-How shall also mean any publicity
material developed by NSI concerning the marketing, sale and/or distribution of
the Licensed Products.

       

      LICENSED
PATENTS means now existing or hereafter acquired patents and patent rights which
relate to inventions in or applicable to aquaculture and self-contained
eco-systems for the growing and marketing of aquatic species, and which are
owned, acquired or controlled by NSI during the term of this
Agreement.

       

      LICENSED
PRODUCT shall mean any and all products which employ or are produced using the
Shrimp Technology or any and all products that are used to create self-contained
eco-systems for the growing of aquatic species including algae, artemia and live
shrimp and software designed to monitor and control such
eco-systems.

       

      Schedule
2

       

      Territory

       

      · Austria

       

      · Belgium

       

      · Denmark

       

      · Finland

       

      · France

       

      · Germany

       

      · Greece

       

      · Ireland

       

      · Italy

       

      · Luxembourg

       

      · The
Netherlands

       

      · Portugal

       

      · Spain

       

      · Sweden

       

      · United
Kingdom

       

      · Cyprus

       

      · Czech
Republic

       

      · Estonia

       

      · Hungary

       

      · Latvia

       

      · Lithuania

       

      · Malta

       

      · Poland

       

      · Slovakia

       

      · Slovenia

       

      · Switzerland

       

      · Romania

       

      · Bulgaria

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Schedule
3

       

      Indicative
Term Sheet

      INDICATIVE
TERM SHEET

       

      
        DATE:                           
, 2005

         

        Borrower:
NaturalShrimp Europe Ltd

         

        Lender:
BE Invest Ltd  

         

        Facility: 
€2,500,000
available in one (1) tranche until the Drawdown Date.

           

        

        Commitment
Fee: Commitment
fee at 50 basis points on daily undrawn amount (payable monthly in
arrear).

      

       

      
        Purpose:
To
finance the establishment and initial operation of Borrower's production
facility in Spain in accordance with Sections 2.3.2 and 5.2 of the Members'
Agreement of the Borrower (the "Members' Agreement"), together with costs and
expenses in connection therewith.

      

       

      
        Availability:
The
Facility will be available for drawdown after execution of the Loan Agreement
until the six (6) month anniversary of Initial Operations (the "Drawdown
Date")

      

       

      
        Interest:
Floating
rate interest at LIBOR screen rate (payable quarterly in arrear). .

           

        

         

        Maturity:
The Tenth (10th)
anniversary of the Drawdown Date

         

        Repayment:
Outstanding
amount under the Facility will amortise as follows: Repayment
date:Amount: 0-119
monthszero 120
monthsThe full amount outstanding under the Facility

      

       

      
        Prepayment:
Prepayment
permitted with five (5) business days' notice to coincide with any interest
payment. Prepayment amounts may not be redrawn.

      

       

      
        Mandatory
Prepayments: If the
Borrower experiences a Change of Control or becomes a constructive total loss
then the full outstanding amount under the Facility, together with accrued
interest and costs, shall be paid in full.

      

       

      
        Security:
The
Facility will be unsecured.

           

        

         

        Conditions
Precedent: The Loan
Agreement will include all conditions precedent for a borrower and lender which
are customary for facilities of this type including, without limitation:


         

            a.Borrower
certificate and documents of incorporation of the Borrower,
including by-laws, certified copies of board approvals and all other corporate
documents which Lender may reasonably require.

      

      


          b.All
documentation required to comply with the Financial Assistance
Relaxation Procedures [What are
Financial Assistance Relaxation
Procedures?).

       

      
        Representations:
The usual
representations and warranties of a borrower and lender in connection with this
type of facility shall be included in the Loan Agreement, including, without
limitation, with respect to the Borrower:

      

       

      a. no
withholding taxes on payments.

       

      b. Pan passu
ranking.

       

      c. No
material adverse change.

       

      
        Covenants:

      

       

      The Loan
Agreement will include standard covenants of a borrower and lender for this type
of facility, including, without limitation, with respect to the Borrower,
restrictions on:

       

      a. Liens and
encumbrances.

       

      b. Guarantees.

       

      c. Sale of
assets.

       

      d. Loans and
advances.

       

      
        Financial
Covenants: The Loan
Agreement will contain customary financial covenants of a borrower which shall
be negotiated but shall include, without limitation: a. Certificate of
Compliance to be executed by the Borrower and promptly
sent to the Lender semi-annually confirming that the covenants
contained herein are complied with by the Borrower.

      

       

      
        Events of
Default: Customary
events of default of a borrower and lender for a facility of this type,
including, without limitation, with respect to the Borrower:

         

      

      
        	
                a.  

              	
                Default
      in payment or other obligations.

              


      

      
        	
                b.  

              	
                Cross
      default clause with respect to any material default under any agreement
      between Borrower and Lender relating to a financial
    liability.

              


      

      
        	
                c.  

              	
                Material
      adverse change.

              


      

       

      Taxes:
All payments to be free of withholding and other taxes. 

       

      
        	
                Arrangement
      Fee:

                Costs:

              	
                The
      Lender will be liable for the bankers' fees and costs incurred in
      assembling the Facility, and these costs will constitute the Arrangement
      Fee. The Arrangement Fee will be payable on the Drawdown Date or if
      relevant at cancellation of the Facility, whichever is the
      earliest.

                Notwithstanding
      that this term sheet is 'subject to contract', the following provision
      shall be binding on the Borrower from the date hereof. All expenses in the
      preparation, negotiation, execution and

                delivery
      of the Facility, including, but not limited to, legal fees, to be
      paid

                by
      the Lender whether or not the facility is put in place. All expenses
      associated with administering the Facility to be paid by the
      Lender.

              


      

      


       

      Other:All
other standard terms for documents of this nature shall be included.
Capitalized
terms not otherwise defined in this Term Sheet shall have the meaning given to
them in the Members' Agreement. Conflicts,In
the event of any controversy or claim arising out of or relating to this
Governing
LawTerm Sheet or the Loan Agreement, the Borrower and the in Case
of Disputes:Lender shall consult and negotiate with each other and, recognising
their mutual
interests, attempt to reach a solution satisfactory to both parties. If they do
not reach settlement within a period of sixty (60) days, then either party may,
by notice to the other party and the International Centre for Dispute
Resolution, demand mediation under the International Mediation Rules of the
International Centre for Dispute Resolution. If settlement is not reached within
sixty (60) days after service of a written demand
for mediation and if the parties mutually consent, any unresolved controversy or
claim arising out of or relating to this Term Sheet or the Loan Agreement shall
be settled by arbitration in accordance with Swiss Rules of International
Arbitration. The place of arbitration or mediation pursuant to this Term Sheet
or the Loan Agreement shall be Bern, Switzerland. The language of the
arbitration shall be English. The
corporate law of the country of Switzerland will govern all questions concerning
the relative rights of the Borrower and its members. All other questions
concerning the construction, validity and interpretation of this Term Sheet or
the Loan Agreement will be governed by English law.

       

      THIS
COMMITMENT IS SUBJECT TO CONTRACT, THE TERMS AND CONDITIONS

      SET OUT
ABOVE AND DOCUMENTATION MUTUALLY ACCEPTABLE TO THE BORROWER AND
LENDER.

       

      Accepted
by as of the date set forth above:

       

       

      On behalf
of NaturalShrimp Europe Ltd