ex10_6.htm


     

    
      EMPLOYMENT AGREEMENT

       

      This Employment Agreement (this
"Agreement")
dated as of January 1, 2008 (the "Commencement
Date") is by and between NaturalShrimp Corporation, a Texas corporation
("Employer"),
and Douglas H. Ernst ("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 Vice
President of Science & Technology. In such capacity, Employee will have such
duties and responsibilities as determined by Employer's Board of Directors
consistent with the Employer's Bylaws. 

       

      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: 

       

      4.1Base
Salary. From and after the Commencement Date, Employee will receive a
base salary at the rate of $75,000 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
Cost
of Living. From the date of this agreement and upon each annual twelve
months of employment, employee will receive an increase in base
salary of at least 3% per annum. 

       

      4.3
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. 

       

      4.4
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. 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 material personal dishonesty; that
is materially injurious to Employer or any of its affiliates, monetarily or
otherwise, 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 sixty days 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 pro-rated amount of employee's Base Salary for a
period of sixty days 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 thirty 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
that is a trade secret of Employer or is otherwise held in confidence by
employer, ("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 sixty (60) days 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
venture, 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 twelve (12) 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. Employer acknowledges that
"Confidential Information" does not include information which (a) was known to
Employee before receipt from Employer; (b) is or becomes publicly available
through no fault of Employee; (c) is rightfully received by Employee from a
third party without a duty of confidentiality; (d) is disclosed by Employer to
third party without a duty of confidentiality on the third party; (e) is
independently developed by Employee without a breach of this Agreement; or (f)
is disclosed by Employee with the Employer's prior written approval. Further,
subject to Section 6.6 below, the Parties agree that "Confidential Information"
does include general knowledge, skills and experience (including ideas,
concepts, know-how and techniques) related to Employer's business ("General
Knowledge") and that the subsequent use Employee of such General Knowledge as
retained in his unaided memories, without reference to Confidential Information
in written, electronic, or other fixed form, shall not constitute a breach of
this Agreement. 

       

      6.6 Except
for Employee's pre-existing unrelated intellectual property, as defined in the
attached "Amendments to the Employment Agreement" (Exhibit
B) and other copyrighted works, 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. Employer will pay Employee a reasonable hourly rate for work as well as
Employee's out of pocket expenses incurred in connection with such work. 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 a pro-rated amount of
employee's Base Salary for a period of sixty days. 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, the attached "Amendments to the Employment
Agreement" (Exhibit B) 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

       

      P.O. Box 400

      La Coste, Texas 78039

      Tel:            (830)
762-3200

      Fax: (830) 762-3302

       

      If to Employee:

       

      Attn: Douglas H. Ernst P.O. Box 400

      LaCoste, Texas 78039 Tel: (830) 762-3200 Fax: (830)
762-3302

       

      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 Austin, Travis
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: NaturalShrimp Corporation

       

      By:      Gerald
Easterling                               

      Name: Gerald Easterling Title: President

       

      EMPLOYEE:

       

       

      Name: Douglas H. Ernst, individually

       

       

      
        	
                  

              	
                1. The Company will provide Douglas H. Ernst and his
      spouse with health insurance, on the terms generally made available to the
      officers of the Company.

              


      

       

      EXHIBIT B

       

      Amendment to the Employment Agreement

       

      The following statements constitute amendments (1-5) to the
Employment Agreement between NaturalShrimp Corporation ("Employer") and Douglas
H. Ernst ("Ernst"). The amendments apply to all sections of the Employment
Agreement that pertain to rights of intellectual property, ownership,
assignment, and licensing, including all language in sections 6 and 7 of the
Employment Agreement. 

       

      Ernst will continue to have and maintain exclusive
copyright, ownership, assignment, and licensing rights of AquaFarm software (C)
Douglas H. Ernst, 2000 — 2008) for all software components, including
mathematical and rule-based algorithms and models, graphical user interfaces,
documentation, and database files, as described in;

       


                                              
· www.AquaFarm.com
and Aquafarm software (all version)

       

      
        	
                ·  

              	
                Ernst, D.H., Bolte, J.P., Nath, S.S., 2000. AquaFarm:
      simulation and decision support for aquaculture facility design and
      management planning. Aquacultural Engineering (23)1-3, pp.
      121-179.

              


      

       

      
        	
                ·  

              	
                Ernst, D.H., 2000. AquaFarm: simulation and decision
      support aquaculture facility design and management planning. PhD
      Dissertation, Oregon State University, Corvallis, Oregon.
      383pp.

              


      

       

      
        	
                2.  

              	
                During the course of Ernst's employment with
      Employer, it is anticipated that refinements and enhancements to AquaFarm software will be made to all
      software components previously listed. Ernst will maintain exclusive
      copyright, ownership, assignment, and licensing rights of all such
      refinements and
enhancements.

              


      

       

      
      

      
        	
                3.  

              	
                Ernst will continue to have and maintain all rights
      for marketing, beta-testing, licensing, and distributing AquaFarm software to the aquaculture
      industry.

              


      

       

      
      

      
        	
                4.  

              	
                As to AquaFarm software and all refinements and
      enhancements thereof, Ernst agrees to and does hereby grant to Employer a non-exclusive
      perpetual license to use same as part of the business plan, research, and
      development of Employer.

              


      

       

      
      

      
        	
                5.  

              	
                All database files developed through the use of
      AquaFarm software for the specific business and technical purposes of Employer will be under the
      sole ownership of Employer. Under no circumstances will distributed
      AquFarm software violate the intent and spirit of Ernst's employment with
      Employer.

              


      

       

      
      

       

      EXECUTED
this             day
of,
2008.

       

      
        	
                  

              	
                BY EMPLOYER: NaturalShrimp Corporation,
      Inc.

              


      

      
                                                         /s/ Gerald
Easterling

      

      
        	
                  

              	
                Gerald Easterling,
  President

              


      

       

      BY EMPLOYEE:

       

                                                       /s/ Douglas H. Ernst

      Douglas H. Ernst, Individually