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                               GUARANTY AGREEMENT

         This agreement is made and entered into as of the 13th day of
September, 1999, by and between AmerAlia, Inc., a Utah corporation whose address
is 311 Raleigh Road, Kenilworth, Illinois 60043 ("AmerAlia") and Jacqueline Mars
as trustee for the Jacqueline Badger Mars Trust, whose address is 6885 Elm
Street, McLean, Virginia 22101 (the "Trust").

                                    RECITALS

A.       AmerAlia has established an escrow account (the "Escrow") at the
         NationsBank N.A. (The "Bank") in accordance with the requirements of a
         Design/Build Contract (the "Contract") entered into between AmerAlia
         and U.S. Filter Wastewater Group, Inc., a Delaware corporation, d/b/a
         U.S. Filter Corporation, HPD Products ("U.S. Filter"); and

B.       The Contract requires that AmerAlia make certain deposits into the
         Escrow; and

C.       AmerAlia is seeking a loan from the Bank to complete the required
         funding of the Escrow; and

D.       The Trust is willing to facilitate the loan by guaranteeing the
         repayment of the loan in a manner satisfactory to the Bank;

E.       AmerAlia is willing to compensate the Trust for providing this
         guarantee; and

F.       AmerAlia is seeking new equity investment of approximately $4,000,000.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration the receipt and
sufficiency whereof is hereby acknowledged, AmerAlia and the Trust agree as
follows:

1.       AmerAlia will execute and deliver to the Bank an application for a loan
         for a period not to exceed one year, in the approximate amount of
         $4,200,000, the proceeds of which will be used to pay the expenses of
         obtaining the loan (not to exceed $50,000) and to deposit funds into
         the Escrow.

2.       The Trust will execute and deliver to the Bank such forms as may be
         necessary or appropriate to provide a guaranty for the repayment of
         such loan in a form that is satisfactory to the Bank and to the Trust,
         and is consistent with this Agreement (the "Guaranty").

3.       The Escrow is governed by an Escrow Agreement among the Bank, AmerAlia,
         and U.S. Filter. AmerAlia agrees that it will not enter into (a) any
         amendment of the Escrow



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         Agreement, or (b) any amendment of the contract which may materially
         affect the rights or interests of the Trust as guarantor, without the
         consent of the Trust.

4.       AmerAlia will apply the net proceeds, as received, of its proposed new
         equity financing to repay the loan from the Bank, and the amount of the
         Guaranty will be reduced to the extent of such repayments.

5.       AmerAlia will pay the Trust compensation for executing and delivering
         the Guaranty to the Bank in an amount equal to 10% of the actual amount
         guaranteed, payable in shares of AmerAlia's restricted common stock
         valued at the average closing price as reported by The Nasdaq Stock
         Market, Inc. SmallCap Market for the 30 days following the announcement
         by AmerAlia of a commitment for permanent financing with TIAA-CREF or
         other lender. . For example, if the amount guaranteed is $4,200,000 and
         the average price is $4.25, AmerAlia will issue 98,824 shares of
         restricted common stock to the Trust. The shares will be issued to the
         Trust within three business days of this determination.

6.       If the Trust makes any payment to the Bank under the Guaranty, AmerAlia
         will indemnify and hold the Trust harmless for any such payment, and
         for all other costs and expenses, including reasonable attorneys' fees
         incurred in connection therewith.

7.       The Trust acknowledges that such shares, when issued, will be
         restricted as that term is defined in Rule 144 of the Rules and
         Regulations promulgated by the Securities and Exchange Commission. The
         Trust further acknowledges, represents and warrants to AmerAlia that:

         (a)  The Trust is an `accredited investor' as that term is defined in
              Section 2(a)(15) of the Securities Act of 1933 (the "1933 Act")
              and Rule 215 thereunder, and in Rule 501(a) of Regulation D of the
              1933 Act.

         (b)  AmerAlia has given the Trust and its legal, financial, tax, and
              investment advisors the opportunity to ask questions of and to
              receive answers from persons acting on AmerAlia's behalf
              concerning the terms and conditions of this transaction and the
              opportunity to obtain any additional information regarding
              AmerAlia, its business and financial condition which AmerAlia
              possesses or can acquire without unreasonable effort or expense
              including (without limitation) all minutes of the meetings of the
              Board of Directors of AmerAlia or committees thereof, and other
              relevant documents requested by the Trust. In addition, the Trust
              has spoken with the independent auditors for AmerAlia and has made
              financial or other inquiries as the Trust or its advisors have
              deemed necessary or appropriate in the conduct of the Trust's due
              diligence investigation.

         (c)  The Trust acknowledges and understands that, although there is
              currently a market for AmerAlia's common stock, the market is
              dependent on a number of factors beyond the control of AmerAlia
              and may not continue. Furthermore the Trust


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              acknowledges that although AmerAlia believes that it is in
              compliance with all requirements for continued listing of the
              Common Stock on the Nasdaq SmallCap Market, continued listing on
              the Nasdaq SmallCap Market is subject to a number of objective and
              subjective criteria. Although AmerAlia believes it is in material
              compliance with all objective criteria, there can be no assurance
              that the staff of the Nasdaq SmallCap Market may not reach a
              different conclusion or that the Nasdaq staff may not reach a
              conclusion that AmerAlia is, for some reason, not in compliance
              with subjective criteria which is not specified in the rules
              applicable to the Nasdaq SmallCap Market.

         (d)  The Trust understands that the securities being acquired hereby
              are and will continue to be restricted securities within the
              meaning of Rule 144, and applicable state statutes. The Trust
              consents to the placement of an appropriate restrictive legend or
              legends on any certificates evidencing the securities and any
              certificates issued in replacement or exchange therefor and
              acknowledges that AmerAlia will cause its stock transfer records
              to note the restrictions.

              o    The Trust must bear the economic risks of the investment in
                   the securities for an indefinite period of time because they
                   have not been registered under the 1933 Act or any state
                   securities laws;

              o    As "restricted securities" (unless registered for resale or
                   another exemption from registration is available for any
                   transfer), the securities must be held for a minimum of one
                   year following the purchase. Thereafter, the securities may
                   be sold in only limited amounts in a specified manner in
                   accordance with the terms and conditions of Rule 144 (the
                   "Rule") if the Rule is applicable (there being no
                   representation by AmerAlia that it will be applicable). In
                   case the Rule is not applicable, any sales may be made only
                   pursuant to an effective registration statement or an
                   available exemption from registration.

              o    The securities cannot be sold unless they are registered
                   under the 1933 Act and any applicable state securities laws
                   or unless an exemption from the registration requirements is
                   available. To the extent that AmerAlia files any registration
                   statement under the 1933 Act (not including a registration
                   statement on Form S-4, S-8, S-11, or other inappropriate
                   form), AmerAlia will endeavor to include the Securities in
                   such registration statement, subject to any requirements that
                   may be imposed by any underwriter named in the registration
                   statement (which requirements may include, but are not
                   limited to, a delay in the ability of the selling security
                   holder to sell the shares, a requirement that any sales be
                   made through the underwriter, or a prohibition on any sales
                   by the selling security holder pursuant to the


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                   registration statement in certain specified circumstances,
                   in the underwriter's sole discretion).

         (e)  The Trust has reviewed the terms of this agreement and the
              transaction contemplated by this agreement with its legal,
              investment, tax, and financial advisors to the extent the Trust
              has deemed such consultation appropriate. The Trust has also
              consulted with such advisors with regard to the advisability of
              this investment to the extent the Trust has deemed such
              consultation to be appropriate. The Trust acknowledges that
              AmerAlia has advised the Trust that it recommends that the Trust
              obtain advice and consultation. The Trust further acknowledges
              that it has neither sought nor received any advice from AmerAlia
              or any of its agents or affiliates with respect to any aspect of
              this Agreement.

         (f)  The Trust acknowledges that the investment contemplated herein is
              one of significant risk, and there can be no assurance that the
              securities will ever be valuable. The Trust hereby represents that
              the investment in the securities is a suitable investment for it,
              taking into consideration the restrictions on transferability and
              the other considerations affecting the securities and AmerAlia as
              described herein and in AmerAlia's reports filed with the
              Securities and Exchange Commission pursuant to the Securities
              Exchange Act of 1934, as amended (the "1934 Act").

         (g)  The Trust acknowledges that the acquisition of the securities as
              contemplated herein will impose certain reporting obligations on
              the Trust pursuant to Sections 13(d) and 16(a) of the 1934 Act,
              and may impose certain obligations under the Internal Revenue Code
              of 1986, as amended. The Trust will make all necessary filings.

8.       All notices under this Agreement are to be delivered by (i) depositing
         the notice in the mail, using registered mail, return receipt
         requested, addressed to the address below or to any other address as
         the party may designate by providing notice, (ii) telecopying the
         notice by using the telephone number set forth below or any other
         telephone number as the party may designate by providing notice, (iii)
         overnight delivery service addressed to the address below or to any
         other address as the party may designate by providing notice, or (iv)
         hand delivery to the individual designated below or to any other
         individual as the party may designate by providing notice. The notice
         shall be deemed delivered (i) if by registered mail, four (4) days
         after the notice is deposited in the mail, (ii) if by telecopy, on the
         date the notice is delivered, (iii) if by overnight delivery service,
         on the date of delivery, and (iv) if by hand delivery, on the date of
         delivery.

                 If to AmerAlia, to the address set forth in the first paragraph
                 hereof, with a copy (which does not constitute notice) to:


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                           Norton  o  Lidstone, P.C.
                           Suite 850, The Quadrant
                           5445 DTC Parkway
                           Englewood, CO 80111

                           Attn: Herrick K. Lidstone, Jr., Esq.
                           Telecopy: 303-221-5553

                 If to the Trust, to the attention of Vito Spitaleri (telecopy
                 number) 703-519-7075) at the address set forth in the first
                 paragraph hereof, with a copy (which does not constitute
                 notice) to:

                           Hills & Stern
                           1200 Nineteenth Street, N.W.
                           Washington, D.C. 20036
                           Attn:  Roderick M. Hills, Esq.
                           Telecopy: 202-822-1622

9.       General Provisions

         (a)  Complete Agreement. The parties agree that this Agreement is the
              complete and exclusive statement of the agreement between the
              parties, which supersedes and merges all prior proposals,
              understandings and all other agreements, oral or written, between
              the parties relating to this Agreement.

         (b)  Amendment. This Agreement may not be modified, altered or amended
              except by written instrument duly executed by both parties.

         (c)  Waiver. The waiver or failure of either party to exercise in any
              respect any right provided for in this Agreement shall not be
              deemed a waiver of any further right under this Agreement.

         (d)  Severability. If any provision of this Agreement is invalid,
              illegal or unenforceable under any applicable statute or rule of
              law, it is to that extent deemed omitted. The remainder of the
              Agreement shall be valid and enforceable to the maximum extent
              possible.

         (e)  Governing Law. This Agreement and performance hereunder shall be
              governed by the laws of the State of Colorado.


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Each party acknowledges that it has read and understands this Agreement and
agrees to be bound by its terms.


AmerAlia, Inc.                              The Jacqueline Badger Mars Trust



By:                                         By:
   ----------------------------------          ---------------------------------
Bill H. Gunn, President                     Jacqueline Mars, Trustee





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