ex10_5.htm


     

    
      


      

    

    
      EMPLOYMENT AGREEMENT

       

      This Employment Agreement (this
"Agreement")
dated as of July 01, 2005 (the "Commencement
Date") is by and between NaturalShrimp Corporation, a Texas corporation
("Employer"),
and Gerald Easterling ("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 President. In
such capacity, Employee will have such duties and responsibilities as determined
by Employer's Board of Directors consistent with the Employer's Bylaws. If
requested by Employer, Employee will serve as an officer or director of Employer
or any affiliate of Employer without additional
compensation.

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

      7. CONFLICTS OF INTEREST. 

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

      9. Miscellaneous. 

       

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


       

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


       

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

       

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

       

      If to
Employer: 

       

      Natural Shrimp Corporation

       

      Attn: Chairman of the Board 2068 North Valley Mills Drive
Waco, Texas 76710 

       

      Tel: (254)776-7290


      Fax: (254)741-0595

       

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

       

      Attn: Alan Schoenbaum

      300 Convent Street, Suite 1500

      San Antonio, Texas 78205 Tel: (210) 281-7234 Fax: (210)
224-2035

      If to Employee: 

       

      Attn: Gerald Easterling P.O. Box 

       

      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 Waco, McLennan County, Texas, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof, and shall not be appealable by either Party. Each Party shall be
responsible for paying its respective costs relating to any arbitration pursuant
to this Agreement, including any related attorneys fees.

       

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

       

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

       

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

       

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


       

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

       

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

       

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

       

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


       

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

       

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

       

      9.17 Electronic Signatures.

      (a) Notwithstanding
the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.
7001 et.seq.), 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: /s/ Bill G. Williams

       

      Name: Bill G. Willims

       

      Title: Chairman and CEO

       

       

       

      EMPLOYEE:

       

      /s/Gerald Easterling

       

      Name: Gerald Easterling, individually

       

       

       

      EXHIBIT A

      Description of Benefits

       

      
        	
                1.  

              	
                Gerald Easterling and Glenda Easterling family health
      insurance will continue for a period of 36 months following termination by
      employer.

              


      

       

      
        	
                2.  

              	 


      

       

      Exhibit B

       

      681767.0001 WEST 5758835 vl 4

       

       

      IV.Adjournment

       

      There being no further business to come before the meeting,
upon motion seconded and unanimously passed, the meeting was adjourned at
approximately _:00(p.m.j[a.m.]

       

       

      /s/Jack Walker .

      Jack Walker 

      Secretary of the Meeting

       

      APPROVED AND CONFIRMED:

       

       

      /s/ Bill Williams

      Bill Williams

      Chairman of the Meeting

       

      681767.0001 WEST 3758033 rl2

      EXHIBIT A

      Description of Benefits

       

      Car Allowance ($600)

       

       

      Health Insurance

       

      681767.0001 WEST 5742268 vl 12