SHAREHOLDERS AGREEMENT

This Agreement is made and entered into to be effective as of the 31st day of   October, 2008 by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), AmerAlia, Inc., a Utah corporation (AmerAlia”), Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient”), and any persons who hereafter own shares of Holdings which are subject to this Agreement, all of whom shall be referred to collectively as the “Shareholders” and individually as a “Share­holder.”

WHEREAS, the Shareholders are the owners of all the issued and outstanding shares of capital stock of Holdings with each Shareholder (as of the date set forth in the introductory paragraph of this Agreement), owning the number and percentage shown below:

WHEREAS, the Shareholders believe it to be in their best interests and in the best interests of Holdings to document their arrangements and understandings with respect to the disposi­tion of shares of Holdings, now owned or hereafter acquired by the Shareholders (collectively referred to as the “Shares”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

1.1            Restriction on Transfer .  A Shareholder shall not transfer any right, title or interest in all or any part of its Shares, whether now owned or hereafter acquired, except in compliance with the terms, covenants, and conditions of this Agreement.  For purposes of this Agreement, the term “transfer” shall include any sale, assignment, transfer, pledge, conveyance, encumbrance, gift, hypothecation or any other disposition of any Share or Shares of Holdings.

1.2            Certificates .  The certificates representing shares that are issued and outstanding as of the date of this Agreement shall be surrendered to Holdings for the purpose of endorsing, and any certificates representing shares newly issued by Holdings shall be endorsed, with a legend as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

In addition, the shares represented by this certificate are transferable only upon compli­ance with the provisions of a Shareholder Agreement dated 31 October, 2008, a copy of which is on file with the Secretary of Holdings.

After endorsement, the certificates shall be returned or delivered to the registered owner, which shall be entitled to exercise all rights of ownership therein, except as limited by this Agreement.  All certificates issued after the date of this Agreement, which represent Shares subject to this Agreement (including any shares that are permitted to be transferred after compliance with the terms of this Agreement), shall be endorsed as set forth above.

1.3            Capital Adjustments .  In the event that during the term of this Agreement any share dividend or other distribution is made with respect to all or any of the Shares (payable in securi­ties of Holdings), or any reclassification, readjustment, split, reverse split or other change is declared or made in the capital structure of Holdings, all new, substitute or additional shares or other securities issued by reason of such change shall be held by the registered owner and any permitted successor or assign of the registered owner under and restricted by the terms of this Agreement and certificates representing such shares shall bear the foregoing legend.

2.1             Right of First Refusal.   Upon receipt by AmerAlia (including any successor or assign of AmerAlia) of a bona fide offer for the purchase of any or all its Shares of Holdings which such Shareholder desires to accept, AmerAlia (including any successor or assign of AmerAlia) (“Offering Shareholder”) shall offer to sell such Shares (the “Offered Shares”) to Holdings and Sentient, as follows:

2.1.1          Notice.   The Offering Shareholder shall deliver a written notice to Holdings and Sentient (the “Notice”).  The Notice shall state that the Offering Shareholder offers to sell the Offered Shares to Holdings and/or Sentient for the same price and upon the same terms and condi­tions offered by the bona fide prospective purchaser. Such prospective purchaser’s offer shall include a cash earnest money deposit of at least 10% of the proposed purchase price to be held in trust by Holdings pursuant to the terms of this Section. The earnest money deposit must be delivered to the Treasurer of Holdings contemporaneous with the transmission of the Notice to Sentient. Included in the Notice shall be a statement of the Offering Shareholder’s agreement to transfer to the prospective purchaser if the Notice is not accepted, the name and address of the prospective transferee, the number of Shares involved in the proposed transfer, and the price, terms and conditions of the proposed transfer.  The Offering Shareholder shall transmit the Notice to the Secretary of Holdings and Sentient by certified mail or personal delivery, furnishing a copy of the aforesaid written offer to purchase from the prospective purchaser together with proof the earnest money deposit has been made.  If the proposed purchase is to be on terms other than cash and/or deferred payments, and the parties cannot agree on a “cash equivalent” value, the certified public accountant of Holdings will determine the “cash equivalent” value of the offer, which determination shall be controlling for the purposes of this Agreement.

2.1.2          Exercise of Right of First Refusal.   Within twenty (20) days after the Secretary of Holdings receives the Notice together with the cash deposit, Holdings may elect to purchase all or part of the Offered Shares by delivering to the Shareholders a written notice of its election to purchase all or part of the Offered Shares.  If Holdings does not purchase all or part of the Offered Shares, within thirty (30) days thereafter (50 days after receipt by the Secretary of Holdings of the Notice), Sentient may elect to purchase the remaining Offered Shares by providing the Offering Sharehold­er a written notice of its election to purchase.  Neither Holdings nor Sentient exercising the right of first refusal shall be bound to perform any non-monetary terms contained in the prospective purchaser’s offer which cannot reasonably be performed by it.

2.1.3          Closing .  Closing of the sale of any Shares for the prices and under the terms and conditions described in this Section shall be held in the principal office of Holdings at 10:00 A.M., Mountain Time on the later of the closing date described in the bona fide offer, or the date following receipt by Holdings of the Notice by sixty (60) days.

2.1.4          Sale to Third Party .  If neither Sentient nor Holdings exercises its right of first refusal within the prescribed time, the Offering Shareholder shall make a bona fide transfer in strict accordance with the terms and conditions stated in the Notice; and the person acquiring such Shares shall be a “Share­holder” subject to all the terms and covenants of this Agreement.  In such case, the Offering Shareholder shall not be obligated to transfer any of the Offered Shares to Holdings or any of the Shareholders, since their right to purchase is dependent upon the Offering Sharehold­er receiving notice of intent to purchase all of the Offered Shares.  However, if the Offering Shareholder shall fail to make such transfer within thirty (30) days following the expiration of the time period given to Holdings and Sentient to exercise their respective rights of first refusal, the Offering Shareholder shall repeat the procedure in the foregoing paragraphs before transferring any Shares in Holdings.

2.2            Optional Right to Purchase Shares by Corporation .  Holdings may purchase all Shares of AmerAlia (also herein referred to as the “Sale Shares”) for the Purchase Price (established pursuant to Section 2.5) and under the terms and conditions set forth in this Section if:

2.2.1          Unauthorized Transfer.   AmerAlia (including any successor or assign of AmerAlia) transfers or attempts to transfer any of his, her or its shares without compliance with the terms of this Agreement, after ten (10) days’ written notice of such noncompliance is given by Holdings or AmerAlia (including any successor or assign of AmerAlia) and such noncompliance is not remedied within such ten (10) day period;

2.2.2          Levy or Execution.   Any levy or execution is made on any Shares of AmerAlia (including any successor or assign of AmerAlia),

2.2.3          Bankruptcy.   AmerAlia (including any successor or assign of AmerAlia) makes an assignment for the benefit of creditors, files for protection from creditors pursuant to the United States Bankruptcy Code or any similar state or federal law, or fails to obtain the discharge of any involuntary filing under any bankruptcy or similar law within 30 days after such filing; or

2.2.4          Breach of Contract. AmerAlia (including any successor or assign of AmerAlia) materially breaches any written agreement among Shareholders, including but not limited to this Agree­ment, and fails to remedy such breach within the remedy period provided by such agreement.  Holdings may exercise its right to purchase Sale Shares under this Section by delivery to AmerAlia (including any successor or assign of AmerAlia), and any other appropri­ate party, of a notice of election to purchase within thirty (30) days after it first is entitled to exercise its rights under this Section, and Holdings shall become obligated to purchase such Shares upon delivery of the notice of election.  The purchase price and other terms of the sale shall be established by the provisions of Section 2.5 of this Agree­ment.

2.3            Drag-Along Right .  Subject to the receipt of any required approval by the shareholders of AmerAlia, Inc., if Sentient receives an offer to purchase all of its shares and it elects to accept the