ex10_7.htm


     

    
      

      

    

    
      April 7,
2009

       

      Baptist
Community Services 701 Park Place Avenue

      Amarillo,
Texas 79101

      Attn:
T.H. Holloway, President

       

      RE: Amendment to Subordinated
Promissory Note

       

      Gentlemen:

       

      This
letter confirms our agreement to amend the Subordinated Promissory Note, dated
as of December 31, 2008 (as amended, the "Note"), issued by NaturalShrimp
Holdings, Inc. (the "Company") to Baptist Community Services. As set forth in §2
of the Note, the maximum principal amount outstanding under the Note shall not
exceed $70,000 and the Company could borrow amounts under the Note until March
31, 2009. This letter represents our agreement to increase the maximum Principal
amount outstanding under the Note to $125,000 and to extend the date until which
the Company can borrow amounts under the Note to the Maturity Date, as defined
in the Note.

       

      Please
confirm your agreement to the foregoing by signing the enclosed copy of this
letter.

       

      Very
truly yours,

       

      NATURALSHRIMP
HOLDINGS, INC.

       

      By:         /s/ Bill G.
Williams

      Bill G.
Williams, Chairman

       

      AGREED TO
AS OF APRIL 7, 2009 BAPTIST COMMUNITY SERVICES

       

      By:                                                           

      T. H.
Holloway, President

      


       

      BOARD/OFFICER
RESIGNATION

       

      I,
Stephen T. Dalrymple, hereby resign, effective as of the date specified below,
as a board member of the Board of Directors of NaturalShrimp Holdings, Inc., a
Delaware corporation, and as an officer (the position of Secretary) of said
corporation.

       

      EFFECTIVE
DATE: December 1 2008

       

       

      /s/Stephen T. Dalrymple

       

      


      THIS
SUBORDINATED PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH HEREIN TO THE SENIOR
OBLIGATIONS (AS DEFINED HEREIN) OWED BY NATURALSHRIMP HOLDINGS, INC. THE HOLDER
OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES THAT THE PRINCIPAL
AND INTEREST ON THE INDEBTEDNESS CREATED OR EVIDENCED BY THIS SUBORDINATED
PROMISSORY NOTE SHALL NOT BECOME DUE OR BE PAID OR PAYABLE EXCEPT TO THE EXTENT
PERMITTED BY THE SUBORDINATION AND OTHER PROVISIONS SET FORTH HEREIN AND
IRREVOCABLY AGREES TO BE BOUND BY THE SUBORDINATION AND OTHER PROVISIONS SET
FORTH HEREIN.

       

      SUBORDINATED
PROMISSORY NOTE

       

      DUE
SEPTEMBER 15, 2009

       

      $70,000.00 December
31, 2008

      Waco,
Texas

       

      FOR VALUE
RECEIVED, NaturalShrimp Holdings, Inc., a Delaware corporation (the "Company")
promises to pay to the order of Baptist Community Services, a Texas non-profit
corporation (the "Payee"),
or its assigns, at 701 Park Place Avenue, Amarillo, Texas 79101, the principal
sum of the lesser of (i) the outstanding principal sum of SEVENTY THOUSAND and
00/100 DOLLARS ($70,000) and (ii) the unpaid principal amount of the advances
made by the Payee pursuant to the terms of this Subordinated Promissory Note (as
amended, amended and restated, supplemented or otherwise modified from time to
time, this "Note')
on the Maturity Date (as defined below), together with Interest (as defined
below) in arrears on the unpaid principal balance from time to time outstanding
from the date hereof until the entire principal amount due hereunder is paid in
full at the times and the rates provided in this Note.

       

      1.            DefinitionsUnless the
context specifically requires otherwise, capitalized terms used in this
Note shall have the meaning specified below:

       

      "Business
Day" means any day other than a Saturday, Sunday or Texas or Federal
holiday. "Default
Rate" has the meaning set forth in Section 4 of this Note.

       

      "Dollars"
or "$" means the lawful currency of the United States of America. "Event
of Default" has the meaning set forth in Section 9 of this
Note.

       

      "Indebtedness"
means with respect to any Person: (a) any liability, contingent or otherwise, of
such Person (i) for borrowed money, (ii) evidenced by a note, debenture or
similar instrument (including a purchase money obligation) given in connection
with the acquisition of any property or assets, (iii) for any letter of credit
or performance bond in favor of such Person, (iv) for the payment of money
relating to a capitalized lease obligation, or (v) any liability, contingent or
otherwise, of such Person to any other Person for any purchase price associated
with any acquisition of assets, business or otherwise (including any deferred
purchase price, assumption of Indebtedness, non-competition payments or other
forms of consideration); (b) any liability of others of the kind described in
the preceding clause (a), which the Person has guaranteed or which is otherwise
its legal liability, contingent or otherwise; (c) any obligation secured by a
lien to which the property or assets of such Person are subject, whether or not
the obligations secured thereby shall have been assumed by or shall otherwise be
such Person's legal liability; (d) all other items (except items of capital
stock, capital or paid-in surplus or retained earnings) which, in accordance
with generally accepted accounting principles, would be included as a liability
on the balance sheet of such Person on the date of determination; and (e) any
and all deferrals, renewals, extensions or refinancing of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (a), (b), (c) or (d).

       

      


       

      "Indemnified
Parties" has the meaning set forth in Section 13 of this Note. "Involuntary
Petition" has the meaning set forth in Section 9(f) of this Note. "Interest"
has the meaning set forth in Section 4 of this Note.

       

      "Loan"
has the meaning set forth in Section 2 of this Note.

       

      "Maturity
Date" has the meaning set forth in Section 5 of this Note.

       

      "Obligations"
means the unpaid principal of and interest on (including, without limitation,
interest accruing after the maturity of the Loan and interest accruing on or
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, related to the Company, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding and whether or not at the default rate) this Note and all other
obligations and liabilities of the Company to the Payee, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Note and any other document made, delivered, or given in connection herewith or
therewith, whether on account of principal, interest, indemnities, costs,
expenses (including, without limitation, all reasonable fees and disbursements
of counsel) or otherwise.

       

      "Person"
means any individual, corporation, association, partnership (general or
limited), joint venture, trust, unincorporated organization, limited liability
company or other entity or organization of any kind or any government or any
agency or political subdivision thereof, including, without limitation, any
partner, officer, director, member, manager or employee of such
Person.

       

      "Senior
Obligations" means the obligations in respect of the Indebtedness
evidenced by the Secured Promissory Note, dated September 13, 2005, issued by
the Company to Amarillo National Bank in the original principal amount of
$1,500,000, as modified by that certain Change In Terms Agreement, dated
September 16, 2006, pursuant to which the principal amount of such Secured
Promissory Note was increased to $2,000,000 and the maturity date was extended
to September 13, 2008, as further modified by the Promissory Note, dated
September 13, 2008, pursuant to which the maturity date of such Indebtedness was
extended until September 15, 2009, together with all deferrals, renewals,
extensions or refinancing of, or amendments, modifications or supplements to
such Indebtedness.

       

      "Senior
Lender" has the meaning set forth in Section 12 of this
Note.

       

      2.            AdvancesThe principal
amount at any time outstanding under this Note shall not exceed
$70,000.00. Within such limit, the Company may borrow amounts hereunder from the
date hereof until March 31, 2009 for a permitted purpose stated in Section 3
(all such amounts borrowed are collectively referred to as the "Loans").
At the option of the Payee, each principal advance and each prepayment thereof
made pursuant to this Note, if any, may be reflected by notations made by the
Payee on the Schedule attached hereto by Payee, and the aggregate unpaid amounts
reflected by the notations on such Schedule shall be deemed rebuttably
presumptive evidence of the principal amount outstanding unpaid on this Note.
All advances of amounts borrowed by the Company under this Note will be paid by
Payee to the applicable third party recipient identified by the Company at the
time of such payment. The Company shall provide notice and supporting
documentation reasonably acceptable to the Payee no less than fifteen (15) days
prior to the date on which an advance is to be made.

       

      3.            Use of ProceedsThe
Company agrees to use the proceeds of this Note shall be used
exclusively for the payment of (i) monthly payments of interest owed by the
Company under the Senior Obligations, (ii) property taxes required to be paid
pursuant to the terms of the Senior Obligations and (iii) insurance premiums for
insurance policies required to be maintained pursuant to the terms of the Senior
Obligations.

       

      4.            InterestThe Loan
shall bear interest ("Interest")
on the unpaid principal amount thereof
from the date hereof at the rate of ten percent (10.00%) per annum; provided, that, from
and during the continuance of an Event of Default, the unpaid principal balance
of the Loan and, to the extent permitted by law, overdue Interest shall bear
interest at a rate per annum equal to the rate of interest otherwise applicable
thereto plus
2.00% per annum (the "Default
Rate'). Interest on the Loan shall be calculated on the basis of a year
of 365/366 days, as applicable for the actual days elapsed.

       

      5.            Principal
PrepaymentsThe outstanding principal balance of the Loan, without
set-off,
deduction or counterclaim, together in each case with all accrued Interest
thereon, shall be due and payable in full on the earlier to occur of (a)
September 15, 2009 and (b) the date that this Note becomes due and payable in
full in accordance with the terms hereof, whether by acceleration or otherwise
(such earlier date, the "Maturity
Date").

       

      6.            Prepayments Subject
to the subordination terms set forth in Section 12, the Company shall be
entitled, at any time, upon at least thirty (30) days prior written notice to
the Payee to prepay all or any part of the unpaid principal amount of the Loan
without premium or penalty. Partial prepayments will be applied first to pay
accrued and unpaid Interest and second, after all Interest accrued through the
date of such partial prepayment has been paid in full, to reduce the principal
amount outstanding hereunder.

       

      7.            Place and Time of
PaymentAll payments of principal and accrued Interest on this
Note
shall be made (to the extent permitted by the subordination terms set forth in
Section 12) by the Company in Dollars in immediately available funds not later
than 12:00 p.m., Central time, on the date such payment is due, or, if such date
is not a Business Day, on the next succeeding Business Day at the address of the
Payee stated herein or at such other address of which the Company shall have
received written notice or, at the Payee's election, by crediting the Payee's
account at a bank designated by the Payee in writing to the Company. Subject to
the subordination terms set forth in Section 12, the accrued Interest shall be
payable in immediately available funds on a monthly basis commencing on April
30, 2009 and shall be due and payable in full on any payment of the principal
balance of this Note, whether as a result of maturity, prepayment, acceleration
or otherwise; provided, however,
that Default Interest shall be payable on demand. Monthly payments of Interest
on this Note shall be made (to the extent permitted by the subordination terms
set forth in Section 12) on the last day of each calendar month (i.e. April 30,
May 31, June 30, July 31, and August 31). To the extent that any Interest shall
not be paid when due solely as a result of the subordination terms set forth in
Section 12, such Interest shall accrue and shall compound monthly on the last
date of each calendar month during the period this Note is
outstanding.

       

      8.             Representations and
WarrantiesThe Company hereby represents and warrants
as follows: (a) the Company is a corporation duly organized and validly existing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation and is in good standing under the laws of the State of
Texas; (b) the Company has all requisite corporate power and authority to
execute, deliver and perform this Note, and to own and operate its properties
and assets and carry on its business as presently being conducted; and (c) the
execution, delivery and performance by the Company of this Note do not and will
not contravene (i) its articles or bylaws, (ii) any material contract,
agreement, license, permit, franchise or other document to which it is a party
or by which it is bound, (iii) any judgment, decree or order by which it is
bound or (iv) any statute, rule or regulation of any federal, state or local
government or agency applicable to the Company.

       

      9.             Events of Default In
each case of the happening of any of the following events (each an "Event
of Default"):

       

      (a) if a
default occurs in the payment of any amounts due under this Note, whether at the
due date thereof or upon acceleration thereof;

       

      (b) if any
representation or warranty of the Company made herein shall prove to have been
false or misleading in any material respect when made;

       

      (c) if a
default occurs in the due observance or performance of any covenant, condition
or agreement on the part of the Company to be observed or performed pursuant to
any of the provisions of this Note and such default remains uncured for thirty
(30) days after written notice of default has been given to the Company by the
Payee specifying such default and requiring it to be remedied;

       

      (d) if the
payment of any other Indebtedness of the Company for borrowed money, including,
but not limited to, the Senior Obligations, is accelerated prior to the stated
maturity thereof or the holders of such Indebtedness exercise rights and
remedies resulting from a default in the Company's obligations with respect to
such Indebtedness;

       

      (e) if the
Company shall: (i) discontinue its business; (ii) apply for or consent
to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
property; (iii) admit in writing its inability to pay its debt as they mature;
(iv) make a general assignment for the benefit of creditors; or (v) file a
voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors, or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation laws or statutes, or an answer admitting the material allegations of
a petition filed against it in any proceeding under any such law, or if
corporate action shall be taken for the purpose of effecting any of the
foregoing;

       

      (f)  if
there shall be filed against the Company an involuntary petition seeking
reorganization of the Company or the appointment of a receiver, trustee,
custodian or liquidator of the Company or a substantial part of its assets, or
any involuntary petition under any bankruptcy, reorganization or insolvency law
of any jurisdiction, whether now or hereafter in effect (any of the foregoing
petitions being hereinafter referred to as an "Involuntary
Petition") which is not dismissed within sixth (60) days; or

       

      (g) if
there occurs any attachment of all or substantially all of the property of
the
Company, which shall not be discharged or bonded within sixty (60) days of the
date of such attachment;

       

      then,
upon each and every such Event of Default and during the continuance of any such
Event of Default, and, upon the action of the Payee (subject to the
subordination terms set forth in Section 12), this Note shall immediately become
due and payable upon written notice to the Company, both as to principal and
Interest, without presentment, demand or protest, all of which are hereby
expressly waived, anything contained herein to the contrary notwithstanding
(except in the case of an Event of Default under subsections (e) or (f) of this
Section 9, in which event this Note shall automatically become due and payable).
In the event of an acceleration of this Note as a result of an Involuntary
Petition as specified in clause (f) of this Section 9, such acceleration shall
be rescinded, and the Company's rights hereunder reinstated, if, within sixty
(60) days following the filing of such Involuntary Petition, such Involuntary
Petition shall have been dismissed or stayed, and there shall exist no other
Event of Default under this Note and such Event of Default shall be deemed
cured.

       

      10.            Remedies on Default,
Etc. In the event that one or more Events of Default shall occur and be
continuing, the Payee shall have the right, subject to the subordination
provisions set forth in Section 12, to exercise all rights and remedies under
this Note and/or under applicable law or equity, and may proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained in
this Note, or for an injunction against a violation of any of the terms hereof
or in or of the exercise of any power granted hereby or by law. No right
conferred upon the Payee hereby shall be exclusive of any other right referred
to herein or now or hereafter available at law, in equity, by statute or
otherwise.

       

      11.            Waivers by the
CompanyThe Company, to the extent permitted by applicable
law, waives presentment for payment, protest and demand, and notice of protest,
demand and/or dishonor and nonpayment of this Note, notice of any Event of
Default under this Note by the Company, and all other notices or demands
otherwise required by law that the Company may lawfully waive.

       

      12.            SubordinationThe
Payee hereby agrees, for itself and its successors, assigns
and transferees, that all its right, title and interest in and to the
Obligations, including the payment of any amount owed in respect hereof, shall
be subordinate and junior in right of payment to the rights of any lender (the
"Senior
Lender") in respect of the Senior Obligations owed to such Senior Lender,
including principal, premium (if any), interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating
to the Company whether or not a claim for post-filing interest is allowed or
allowable in any such proceedings), fees, charges, expenses, indemnities,
reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof. The Company and the Payee agree that no payment in
respect of the Obligations, whether as principal, interest or otherwise, and
whether in cash, securities or property (other than the accrual of interest as
provided herein) shall be made by or on behalf of the Company or received,
accepted or demanded by or on behalf of the Payee, except as permitted by the
Senior Obligations; provided, that
nothing shall prohibit the Payee from receiving, accepting or demanding payment
of all or any part of the Obligations from and after the indefeasible payment in
full of the Senior Obligations. In the event that any payment by, or on behalf
of, or distribution of the assets of, the Company shall be received by the Payee
at a time which such payment is prohibited by this Note, such payment or
distribution shall be held by the Payee in trust for the benefit of, and shall
forthwith be paid over to, the applicable Senior Lender.

       

      13.            Indemnification;
Expenses The Company shall, subject to the subordination terms set forth
in Section 12, to the fullest extent permitted by law, and in addition to any
such rights which any Indemnified Party (as defined below) may have pursuant to
statute or otherwise, indemnify and hold harmless the Payee (including any
officers, directors, employees, agents, representatives, heirs, successors or
assignees thereof, the "Indemnified
Parties") from and against any and all losses, claims, damages, expenses
and liabilities, joint or several, including any investigation, legal and other
expenses incurred in connection with the investigation, defense, settlement or
appeal of, and any amount paid in settlement of, any action, suit or proceeding
or any claim asserted, to which they, or any of them, become subject as a result
of the execution and delivery of this Note or credit having been extended
hereunder, or in connection with or arising out of the transactions contemplated
hereunder, including any legal costs and expenses arising out of or incurred in
connection with the enforcement of this Note, except to the extent such losses,
claims, damages, expenses or liabilities arise from the gross negligence,
willful misconduct or bad faith of any Indemnified Party. The indemnification
provided for in this Section 13 will remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Parties. Subject to
the subordination terms set forth in Section 12, the Company shall pay all
out-of-pocket costs and expenses reasonably incurred by the Payee with respect
to the negotiation, execution and delivery of, any amendments, modifications or
waivers to, and performance of this Note and the agreements, documents and
instruments contemplated hereby or executed pursuant hereto, including the
reasonable legal fees and disbursements for the professional services of counsel
to the Payee. Subject to the subordination terms set forth in Section 12, upon
and after the date hereof, the Company shall pay all out-of-pocket costs
incurred by the Payee in connection with the enforcement of this Note, and the
agreements, documents and instruments contemplated hereby or executed pursuant
hereto.

       

      14.            Maximum Interest
Rate No provision of this Note or of any other document or
agreement executed in connection herewith shall require the payment or the
collection of interest in excess of the maximum amount permitted by applicable
law. If any excess of interest in such respect is hereby provided for, or shall
be adjudicated to be so provided, in this Note or otherwise in connection with
the Loan evidenced hereby, the provisions of this Section 14 shall govern and
prevail and neither the Company nor the successors or assigns of the Company
shall be obligated to pay the excess amount of such interest or any other excess
sum paid for the use, forbearance or detention of sums loaned pursuant hereto.
In the event the Payee ever receives, collects or applies as interest any such
sum, such amount which would be in excess of the maximum amount permitted by
applicable law shall be applied as a payment and reduction of the principal of
the Indebtedness evidenced by this Note and, if the principal of the Note has
been paid in full, any remaining excess shall be paid to the Company. In
determining whether or not the interest paid or payable exceeds the maximum
amount permitted by applicable law, the Company and the Payee shall, to the
extent permitted by applicable law (a) characterize any non-principal payment as
an expense, fee or premium rather than as interest, (b) exclude voluntary
prepayments and the effects thereof and (c) amortize, prorate, allocate and
spread in equal or unequal parts the total amount of interest throughout the
entire contemplated term of the Indebtedness evidenced by this Note so that
interest for the entire term does not exceed the maximum amount permitted by
applicable law.

       

      15.            Amendments, Waivers and
ConsentsNo course of dealing between the Company
and the Payee and no delay on the part of any party hereto in exercising any
rights hereunder shall operate as a waiver of the rights hereof. Any changes in
or additions to, and any consents required by, or requests or demands made
pursuant to, this Note shall be made, and compliance with any term, covenant,
condition or provision set forth herein shall be omitted or waived (either
generally or in a particular instance and either retroactively or prospectively)
by a written instrument or instruments signed by the Payee and the
Company.

       

      16.            Survival of Covenants;
Assignability of RightsAll covenants, agreements, representations
and warranties of the Company made herein and to be performed prior to or on the
date hereof, and in the other written information delivered or furnished to the
Payee pursuant to the terms of this Note, shall bind the Company's successors
and assigns, whether so expressed or not, and, except as otherwise provided in
this Note, all such covenants, agreements, representations and warranties shall
insure to the benefit of the Payee's heirs, successors and assigns, whether so
expressed or not. The Company may not assign its Obligations under this Note or
in connection herewith without the prior written consent of the Payee. Each
successor, assignee or transferee of this Note by its acceptance hereof agrees
to be bound by the provisions hereof, including without limitation the
subordination provisions set forth in Section 12.

       

      17.            Note Replacement Upon
receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note and, in the case of any such loss,
theft or destruction, upon delivery of indemnity satisfactory to the Company, or
in case of such mutilation, upon surrender and cancellation of this Note, the
Company will issue a new note, or like tenor, in lieu, and dated the date, of
such lost, stolen, destroyed or mutilated Note.

       

      18.            GOVERNING LAW; JURISDICTION;
VENUETHE RIGHTS AND OBLIGATIONS
OF THE COMPANY AND ALL PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE COMPANY HEREBY AGREES THAT
THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS SHALL HAVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES PERTAINING DIRECTLY OR INDIRECTLY TO
THIS NOTE, AND ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED PURSUANT
HERETO, OR TO ANY MATTER ARISING HEREFROM. TO THE EXTENT PERMITTED BY LAW, THE
COMPANY HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR PROCEEDING COMMENCED BY THE PAYEE IN ANY OF SUCH COURTS, AND
AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS
SET FORTH ON THE SIGNATURE PAGE HERETO. THE COMPANY WAIVES ANY CLAIM THAT
AMARILLO, TEXAS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF
VENUE. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 18 SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF
ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE
JURISDICTION.

       

      19.             Section
Headings The descriptive headings in this Note have been inserted
for
convenience only and shall not be deemed to limit or otherwise affect
construction or any provision hereof.

       

      20.             No Third Party
Beneficiaries The parties acknowledge and agree that there are no
intended third party beneficiaries to this Note, including, without limitation,
each recipient of Loan proceeds pursuant to the terms of Section 2.

       

      21.             Severability Whenever
possible, each provision of this Note shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of this
Note shall be deemed prohibited or invalid under such applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
and such prohibition or invalidity shall not invalidate the remainder of such
provision or the other provisions of this Note.

       

      22.             Integration This Note
and any other instruments, documents or agreements executed or delivered
herewith on the date hereof, constitutes the entire agreement, and supersedes
all other prior agreements and understandings, both written or oral, among the
Company and the Payee with respect to the subject matter hereof. THIS NOTE AND ANY OTHER DOCUMENTS
DELIVERED CONTEMPORANEOUSLY HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

       

      23.             Relationship of the
Parties The Company acknowledges that it has been advised to, and has had
the opportunity to, obtain the advice of experienced counsel and an accountant
of its own choosing in connection with the negotiation and execution of this
Note and to obtain the advice of such counsel and accountant with respect to all
matters contained herein. The Company further acknowledges that it is
experienced with respect to financial and credit matters and has made its own
independent decision to request the Loan and execute and deliver this
Note.

       

      [The
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      IN
WITNESS WHEREOF, the Company has caused this Note to be executed as an
instrument under seal by its duly authorized representative as of the day and
year first above written.

       

      NATURALSHRIMP
HOLDINGS, INC.

       

      By:

      Name:

      Title:

       

       

      Acknowledged
and Agreed to by:

       

      BAPTIST
COMMUNITY SERVICES

       

      By:                                                                 

      Name:                                                                 

      Title:                                                                 

      Schedule

       

      to

       

      Subordinated
Promissory Note

       

      
        	
                DATE

              	
                AMOUNT
      OF

                ADVANCE

              	
                AMOUNT
      OF

                PRINCIPAL

                PAID

              	
                AMOUNT
      OF

                INTEREST

                PAID

              	
                UNPAID

                PRINCIPAL

                BALANCE

              	
                UNPAID

                INTEREST

                BALANCE

              	
                NOTATION

                MADE
      BY

                (INITIALS)