SC 13D/A

CUSIP No. 23559-26   Page 1  of  28 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

AmerAlia, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

023559-26

(CUSIP Number)

Mark Jackson, Director
Sentient Executive GP I, on behalf of the General Partner
Of Sentient Global Resources Fund I, L.P.,
Harbour Centre, 42 N. Church Street, P.O. Box 1348
Grand Cayman KY1-1108, Cayman Islands, BWI
345-814-6317

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(with copy to)
Gregory A. Smith, Esq.
Quinn & Brooks LLP
9800 Mt. Pyramid Ct., Suite 400
Englewood, CO 80112
303-298-8443

May 27, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 23559-26   Page 2  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT USA RESOURCES FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 3  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT EXECUTIVE MLP 1, LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			138,331,723
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			138,331,723
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	138,331,723
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	93.7 %
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 23559-26   Page 4  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GLOBAL RESOURCES FUND I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 5  of  28 

1	NAMES OF REPORTING PERSONS I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 6  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT EXECUTIVE GP I, LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %
14	TYPE OF REPORTING PERSON
	CO

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 7  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MGH LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			138,331,723
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			138,331,723
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	138,331,723
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	93.7 %
14	TYPE OF REPORTING PERSON
	CO

CUSIP No. 23559-26   Page 8  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GLOBAL RESOURCES TRUST NO. 1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %*
14	TYPE OF REPORTING PERSON
	OO

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 9  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT (AUST.) PTY, LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
NUMBER OF			129,373,670
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			129,373,670
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	129,373,670*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	88.24 %*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 10  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT USA RESOURCES FUND II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			8,958,053
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,958,053
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,958,053*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares that may be acquired by Sentient USA Resources Fund, LP. The percentage of class represented by the amount in Row 11 does not include any shares that may be acquired by Sentient USA Resources Fund, LP.

CUSIP No. 23559-26   Page 11  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GLOBAL RESOURCES FUND II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			8,958,053
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,958,053
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,958,053*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares that may be acquired by Sentient USA Resources Fund, LP. The percentage of class represented by the amount in Row 11 does not include any shares that may be acquired by Sentient USA Resources Fund, LP.

CUSIP No. 23559-26   Page 12  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GP II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			8,958,053
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,958,053
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,958,053*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%*
14	TYPE OF REPORTING PERSON
	PN

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 13  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT EXECUTIVE GP II, LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			8,958,053
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,958,053
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,958,053*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%*
14	TYPE OF REPORTING PERSON
	CO

* The reporting person disclaims beneficial ownership of shares owned and additional shares that may be acquired by Sentient USA Resources Fund II, LP. The percentage of class represented by the amount in Row 11 does not include any shares owned by or that may be acquired by Sentient USA Resources Fund II, LP.

CUSIP No. 23559-26   Page 14  of  28 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT GLOBAL RESOURCES TRUST II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			8,958,053
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			8,958,053
WITH:		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,958,053*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49%*
14	TYPE OF REPORTING PERSON
	OO

* The reporting person disclaims beneficial ownership of shares that may be acquired by Sentient USA Resources Fund, LP. The percentage of class represented by the amount in Row 11 does not include any shares that may be acquired by Sentient USA Resources Fund, LP.

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
	Signatures
Debenture Purchase Agreement
Interest Purchase Agreement
Contribution Agreement
Contribution Agreement
Promissory Note
Promissory Note Extension Agreement
General Release
Filing Agreement

CUSIP No. 23559-26   Page 15  of  28 

Item 1. Security and Issuer

This filing relates to the common stock (the “Common Stock”) of AmerAlia, Inc. (“AmerAlia”), a Utah corporation. The address of AmerAlia’s principal office is 9233 Park Meadows Drive, Lone Tree, CO 80124

Item 2. Identity and Background

          (a) — (c) The entities filing this Schedule are all directly or indirectly tied to each other through a series of complex documents. The complexity of the relationships among the various Reporting Persons was in part a result of tax planning and structuring. This Schedule is being filed jointly by: (i) Sentient USA Resources Fund, L.P. (“Partnership I”), (ii) Sentient Executive MLP I, Limited (“MLP I”), (iii) Sentient Global Resources Fund I L.P. (“Fund I”), (iv) Sentient GP I, LP (“GP I”), (v) Sentient Executive GP, I Limited (“Executive I”), (vi) MGH Limited (“MGH”), (vii) Sentient Global Resources Trust No. 1 (“Trust I”), (viii) Sentient (Aust.) Pty. Limited (“Trustee I”), (ix) Sentient USA Resources Fund II, L.P. (“Partnership II”), (x) Sentient Global Resources Fund II, L.P. (“Fund II”), (xi) Sentient GP II, LP (“GP II”), (xii) Sentient Executive GP, II Limited (“Executive II”), and (xiii) Sentient Global Resources Trust II (“Trust II”) (the foregoing are collectively referred to herein as the “Reporting Persons”).

          Partnership I is a Delaware limited partnership. Its general partner is MLP I, a Cayman Islands exempted company. There are two limited partners of Partnership I, Fund I, a Cayman Islands exempted limited partnership and Trust I, an Australian Unit Trust. The general partner of Fund I is GP I, a Cayman Islands limited partnership. The general partner of Sentient GP I is Executive I, a Cayman Islands exempted company. The trustee of Trust I is Trustee I, a corporation organized in Australia. The principal business of Fund I and Trust I is making investments in (including making loans to) public and private companies engaged in mining and other natural resource activities. The principal business of Partnership I is to own one or more of the investments for Fund I and Trust I that are located in the USA. The principal business of MLP I is performing the functions of and serving as the sole general partner of Partnership I. The principal business of GP I is performing the functions of and serving as the sole general partner of Fund I and the principal business of Executive I is performing the functions of and serving as the sole general partner of GP I. Investment decisions related to investments of Partnership I are made by MLP I with the approval of Fund I and Trust I. Investment decisions of Fund I are made by Executive I and investments decisions of Trust I are made by Trustee I.

          Partnership II is a Delaware limited partnership. Its general partner is MLP I, a Cayman Islands exempted company. There are two limited partners of Partnership II, Fund II, a Cayman Islands exempted limited partnership and Trust II, an Cayman Islands Trust. The general partner of Fund II is GP II, a Cayman Islands limited partnership. The general partner of GP II is Executive II, a Cayman Islands exempted company. Executive II is also acting as the custodian on behalf of the trustee of Trust II. The trustee of Trust II was Q & H Corporate Services, Ltd. Q & H has been merged into a company known as Mourant Corporate Services Ltd. (“Mourant”). Mourant has advised Trust II that it wishes to get out of the business of acting as a trustee for trusts. Trust II is in the process of setting up a company that will be formed under the laws of the Cayman Islands to act as Trustee II. That company will be an affiliate of the Reporting Persons. Until a substitute Trustee has been formed, receives all necessary licenses, and assumes the obligations to act as Trustee of Trust II, Executive II, as custodian for the trustee of Trust II has assumed fiduciary duties to Trust II and will be making the investment decisions for Trust II. The principal business of Fund II and Trust II is making investments in (including making loans to) public and private companies engaged in mining and other natural resource activities. The principal business of Partnership II is to own one or more of the investments for Fund II and Trust II that are located in the USA. The principal business of MLP I is performing the functions of and serving as the sole general partner of Partnership II. The principal business of GP II is performing the functions of and serving as the sole general partner of Fund II and the principal business of Executive II is performing the functions of and serving as the sole general partner of GP II. Investment decisions related to investments of Partnership II are made by MLP I with the approval of Fund II and Trust II. Investment decisions of Fund II and Trust II are made by Executive II.

          MGH is a company incorporated in the Cayman Islands and its principal business is serving as an ownership entity for its three shareholders. MGH a 50% owner of Executive I and Trustee I and is a 49.9% owner of Executive II and MLP I.

          The principal offices of Partnership I, Fund I, MLP I, GP I, Executive I, MGH, Partnership II, Fund II, GP II, Trust II and Executive II is Harbour Centre, 42 N. Church Street, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands, BWI. The principal office of Trust I is Level 24, Australia Square Tower, 264 George Street,

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Sydney NSW 2000, Australia. The name, business address, and principal occupation or employment of each director of MGH, Executive I, Trustee I, MLP I, and Executive II, are set forth on Schedule A hereto, which is incorporated herein by reference. Such persons are referred to herein as Schedule A persons.

     (d) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

     (e) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     (f) The citizenship of the Schedule A Persons who are natural persons is set forth on Schedule A and incorporated herein by this reference.

Item 3. Source and Amount of Funds or Other Consideration

          The funds used by Partnership I to complete the purchase described in the Debenture Purchase Agreement described in Item 4 below are funds on hand that are available for investment. Pursuant to the loan described in Item 4 below, effective May 27, 2008, Partnership I loaned AmerAlia $465,000. These funds are proceeds of the sale of interest by Partnership I to a fund that is related to Partnerships I and II, Sentient Global Resources Fund III, L.P. (“Fund III”) which is also described in Item 4 below, which proceeds are available to Partnership I for investment.

Item 4. Purpose of Transaction

          Except for Partnership II, none of the Reporting Persons owns any shares of AmerAlia. Partnership II owns 7,929,820 shares of common stock of AmerAlia. Partnership I owns warrants and exchange rights, which if exercised, would permit Partnership I to acquire shares of AmerAlia. Most of the warrants and exchange rights were originally acquired by Fund I and Trust I in connection with loans made by Trust I and Fund I to AmerAlia’s subsidiary. These loans are evidenced, in part, by the secured debentures (Exhibits C-F), which have been transferred to Partnership I together will all other interests owned by Trust I and Fund I that relate to AmerAlia and its subsidiary Natural Soda Holdings, Inc. (“NSHI”) and its partially owned subsidiary Natural Soda, Inc. (“NSI”). NSI is the operating company that is partially owned (46.5%) by NSHI. Additionally, Partnership I loaned money (described below) to AmerAlia and has the right to convert amounts owed to it into shares of common stock of AmerAlia. This statement reports four separate transactions, each of which was entered into on May 27, 2008:

(i)

On May 27, 2008, Partnership I entered into a Debenture Purchase Agreement (Exhibit W) with Natural Soda, Inc., a second tier partially owned subsidiary of AmerAlia. That agreement is effective as of October 31, 2007, Pursuant to that agreement, Partnership I purchased from Natural Soda, Inc., a Secured Series A 10% Debentures Due September 30, 2005 (Exhibit X) issued by NSHI in the principal amount of $750,000 plus interest that was accrued thereon as of the purchase date in the amount of $271,215.75 (as of October 31, 2007), and interest accruing thereafter. The purpose of this transaction was to provide additional working capital to Natural Soda, Inc. As a condition of completing this purchase, NSI delivered a General Release (Exhibit DD) pursuant to which AmerAlia, NSHI, and NSI released claims against several of the Reporting Persons and their affiliates, and Bill Gunn, and Robert van Mourik released claims against several of the Reporting Persons and their affiliates and against AmerAlia, NSHI and NSI.

(ii)

On May 27, 2008, a fund that has been established by the Sentient group of companies for purposes similar to Partnerships I and II, Sentient Global Resources Fund III, L.P. (“Fund III”), entered into an Interest Purchase Agreement (Exhibit Y) with AmerAlia and with Partnership I. Pursuant to this agreement, Fund III purchased interest owed to AmerAlia ($1,406,875) and Partnership I ($2,076,334.20) on the Series A Debentures owned by each (in the form of Exhibit

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	X) as of March 31, 2008. The purpose of this transaction is to provide capital to AmerAlia so that it may make payments to secured creditors of AmerAlia that are owed money pursuant to several Series A Debenture Secured Promissory Notes due September 30, 2005 issued by AmerAlia to several individuals. Interest was also purchased from Partnership I for the purpose of providing it with additional capital to invest in Natural Soda, Inc., to permit it to loan funds to AmerAlia (both of which are described below), and as a partial return on its investment.
(iii)	Effective May 27, 2008, the two shareholders of Natural Soda, Inc., Partnership I (53.5%) and NSHI (46.5%) made additional capital contributions to Natural Soda, Inc. in an aggregate amount of $1,000,000 (Exhibits Z and AA). These proceeds will be used by NSI to fund the drilling of an additional well. To enable NSHI to make its capital contribution, Partnership I made a loan of $465,000 to AmerAlia, effective May 27, 2008, evidenced by a Promissory Note (Exhibit BB). (See Item 4(b) below).
(iv)	On May 27, 2008, Partnership II and AmerAlia agreed to extend until July 31, 2008, the maturity date of the loan to AmerAlia of $350,000 (originally made on August 24, 2007 and originally due on December 31, 2007) (Exhibit CC). That loan was made to resolve claims with one of its creditors and to help pay legal and audit fees so that AmerAlia may bring itself current in required filings with the Securities and Exchange Commission which have not been made when due and have not completed audits for the Fiscal Years ended June 30, 2006 and 2007. AmerAlia has not yet made those required filings.

Payments required under the debentures issued by NSHI and owned by Partnership I (and the unsecured debt purchased by Partnership II from the Mars Trust) have not been made when due and Partnership I and Partnership II have the right to declare a default thereunder. If Partnership I declares a default under its debentures, it has the right to take control of the Board of Directors of NSHI or to purchase shares so that it has control of NSHI. Once the defaults are cured, any directors appointed by Partnership I for the purposes of curing the default will be removed and any shares of NSHI purchased will be repurchased by NSHI at cost. These provisions are set forth in Section 3.01(d) of the Securityholder Agreement (Exhibit A). Partnership I reserves the right to declare a default under the debentures at any time, and to exercise these or any other remedies. The Reporting Persons disclaim any undertaking to advise if Partnership I elects not to declare a default, and any election not to exercise these or any other remedies.

     Further, substantially all of the assets of NSI and NSHI have been pledged as collateral for the Series A and Series B debentures issued by NSHI which are owned by (i) Partnership I (including the Series A Debenture purchased pursuant to the Debenture Purchase Agreement); (ii) AmerAlia and pledged by it to third parties; and (iii) Fund III (interest purchased from AmerAlia and Partnership I). If the indebtedness of NSHI is not restructured (discussed in Item 4(b) below) and the creditors, led by Partnership I, exercise their rights as secured creditors it is possible that the assets of NSHI and NSI would be sold with the proceeds used to discharge indebtedness of NSHI and NSI and only the surplus, if any, would be available to NSHI, NSI, and AmerAlia, as appropriate. The Reporting Persons do not believe that there would be any surplus. The Reporting Persons disclaim any undertaking to advise if Partnership I elects not to declare a default, and any election not to exercise these or any other remedies.

          The Reporting Persons may evaluate on an ongoing basis AmerAlia’s (and NSHI’s and NSI’s) financial condition, business operations and prospects, the market price of AmerAlia’s common shares, conditions of securities markets generally, general economic and industry conditions and other factors. Any one or more of the Reporting Persons may hold discussions with AmerAlia, NSHI or NSI in which they may suggest or take a position with respect to potential changes in the operations, management or capital structure of AmerAlia, NSHI or NSI as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions described in Items 4(a) through (j) of Schedule 13D under Rule 13d-1(a).

          (a) The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer.

          Partnership I made a loan of $465,000 to AmerAlia, effective May 27, 2008 and evidenced by a Promissory Note (Exhibit BB). The loan bears interest at six percent per annum and is payable on or before July 31, 2008. The note (Exhibit BB) evidencing that loan is convertible by Partnership I into shares of AmerAlia at

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$0.36 per share. If the note is converted, Partnership I would receive 1,305,473 shares of AmerAlia’s common stock (assuming that interest accrued through the maturity date is also converted).

     On August 24, 2007, Partnership II loaned AmerAlia $350,000 to resolve claims with one of its creditors and to help pay legal and audit fees so that AmerAlia may bring itself current in required filings with the Securities and Exchange Commission which have not been made when due. The loan bears interest at six percent per annum and is payable on or before December 31, 2007, which date has been extended to July 31, 2008 (Exhibit CC). The note (Exhibit U) is convertible by Partnership II into shares of AmerAlia at $0.36 per share. If the note is converted, Partnership II would receive 1,028,233 shares of AmerAlia’s common stock (assuming that interest accrued through the extended maturity date is also converted).

          Partnership I, Partnership II and Fund III are in discussions with AmerAlia, NSHI, and NSI concerning recapitalizing the investments originally made by Trust I and Fund I (including the remaining debentures owned by Partnership I, all other interests of Partnership I, Partnership II, and Fund III in AmerAlia, NSHI, and NSI, including interests purchased from the Mars Trust by Partnership II and the 53.5% of the common stock of NSI owned by Partnership I). Partnership I, Partnership II, and Fund III have discussed various alternatives for restructuring, including exchanging some or all of the securities they own for other securities of AmerAlia, NSHI, and/or NSI and exchanging debt for equity. The Reporting Persons believe that it is unlikely that these discussions will lead to a definitive agreement unless AmerAlia is current in its filings with the Securities and Exchange Commission, including filing all overdue reports with the Securities and Exchange Commission and completing the audits necessary for filing those reports. There is no assurance that the discussions will result in any agreement and the Reporting Persons disclaim any obligation to disclose any failure to reach such an agreement.

          Interests in AmerAlia, NSHI or NSI may be transferred by Partnership I, Partnership II and Fund III so that such interest are owned by them in different proportions. There is no current plan by the Reporting Persons to transfer any interests in AmerAlia, NSHI or NSI to any person not related to the Reporting Persons.

          (b) Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.

          See Item 4(a) above. There is no assurance that the discussions concerning the reorganization and/or recapitalization of AmerAlia and it subsidiaries will result in any agreement and the Reporting Persons disclaim any obligation to disclose any failure to reach such an agreement.

          (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries.

          As of the date of this filing, NSHI has failed to make required payments of principal and interest on its Series A, B1 and C debentures. Partnership I is the largest secured creditor of NSHI and NSI and, as a result of acquiring various interests from the Mars Trust, Partnership II is the largest unsecured creditor of those entities and AmerAlia. If Partnership I, Partnership II, Fund III, AmerAlia, NSHI and NSI are unable to recapitalize NSHI (described in Item 4(a) above), the secured creditors, led by Partnership I, may exercise their rights in the collateral for the debentures, which collateral constitutes essentially all of the assets of NSHI and NSI. If that collateral is sold or transferred to the creditors, there may be no assets remaining for the other subordinated creditors of NSHI or for AmerAlia. Partnership I reserves the right to declare a default under the debentures at any time, and to exercise these or any other remedies. The Reporting Persons disclaim any undertaking to advise if Partnership I elects not to declare a default, and any election not to exercise these or any other remedies.

          (d) Any change in the present board or directors or management of the Issuer, including plans or proposals to change the number of term of directors or to fill any existing vacancies on the board.

          Partnership I has the right to appoint two directors of NSHI and two directors of NSI. As of May 27, 2008, Partnership I had only appointed two directors of NSI, Mark Jackson and Peter Cassidy and Partnership I had not appointed any directors of NSHI. Mark Jackson is a director of Executive I, Executive II, and MLP I. Peter Cassidy is a director of Trustee I, Executive I, Executive II, and MLP I. The Reporting Persons have suggested that AmerAlia, NSHI and NSI retain the services of an additional management level employee for the operations and intend to suggest up to three persons to be nominated for election as directors of AmerAlia, once AmerAlia is current with its required filings with the Securities and Exchange Commission.

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          Partnership I has the right to declare a default under the NSHI debentures it acquired from Trust I and Fund I and may appoint 2/3rds of the Board of Directors of NSHI for the purpose of curing defaults under NSHI’s debentures. Partnership I reserves the right to declare a default under the debentures at any time, and to exercise this or any other remedy. The Reporting Persons disclaim any undertaking to advise if Partnership I elects not to declare a default, and any election not to exercise this or any other remedy.

          (e) Any material change in the present capitalization or dividend policy of the Issuer.

          None, except as described herein.

          (f) Any other material change in the Issuer’s business or corporate structure. None, except as set forth herein.

          None, except as described herein.

          (g) Changes to the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.

          None. AmerAlia needs to call a shareholders meeting to approve the amendment of its articles of incorporation to permit sufficient shares of capital stock to be issued to satisfy the exchange rights of Partnership I and, if needed, so that any agreed-upon recapitalization may occur.

          (h) Causing a class of securities of the Issuer to be delisted form a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

          None. AmerAlia will need to be current in its filing obligations with the Securities Exchange Commission to facilitate any restructuring.

          (i) Causing a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

          None.

          (j) Any action similar to any of those enumerated above.

          None.

Item 5. Interest in Securities of the Issuer

The Reporting Persons have several different interests in securities of AmerAlia:

(i)

Partnership II purchased 7,929,820 shares of the common stock of AmerAlia from the Mars Trust effective August 22, 2007, at a purchase price of $0.30 per share or $2,378,946. These shares represent 45.99% of AmerAlia’s issued and outstanding shares of common stock (based on the numbers from AmerAlia’s Form 10-KSB for December 31, 2006).

(ii)

On August 24, 2007, Partnership II loaned AmerAlia $350,000. The note evidencing that loan (Exhibit U) is convertible by Partnership II into shares of AmerAlia at $0.36 per share. That note was originally due on December 31, 2007, which date has been extended to July 31, 2008 (Exhibit CC). If the note is converted, Partnership II would receive 1,028,233 shares of AmerAlia’s common stock (assuming that interest accrued through the extended maturity date is also converted). If the conversion occurs as described, Partnership II would own 49 % of the common stock of AmerAlia (ignoring any additional shares that may be acquired by Partnership I, Partnership II or by Fund III, but including the shares Partnership II currently owns).

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(iii)	On May 27, 2008 Partnership I loaned AmerAlia $465,000. The Note evidencing that loan (Exhibit BB) bears interest at 6% per annum, compounded monthly and is due on or before July 31, 2008. That note is convertible by Partnership I into shares of AmerAlia at $0.36 per share. If the note is converted on the maturity date, Partnership I would receive 1,305,473 shares of AmerAlia’s common stock (assuming that interest accrued through the extended maturity date is also converted). If the conversion occurs as described, Partnership I would own 7 % of the common stock of AmerAlia (ignoring any additional shares that may be acquired by Partnership I, Partnership II or by Fund III).
(iv)	Partnership I has warrants to purchase 600,000 shares of common stock of AmerAlia. The exercise price is $1.00 and the warrants expire on March 19, 2009. If exercised, Partnership I would acquire 600,000 shares of AmerAlia’s issued and outstanding shares of common stock or approximately 3.36 % (ignoring any shares that may be acquired by Partnership I with its exchange rights and also ignoring any shares owned or that may be acquired by Partnership II or by Fund III).
(v)	Partnership I has the right to exchange the Series B1 Debentures and the shares of common stock of NSI that Partnership I owns, into shares of AmerAlia’s common stock. The exact number of shares of Common Stock that may be acquired by Partnership I pursuant to the exchange rights depends on several factors, none of which can be determined until the exchange rights have been exercised. Those factors (which are described in detail in Section 3.15(b) of the Securityholder Agreement, Exhibit A) are: (i) the amount of unpaid principal and interest on Series B1 Debentures, (ii) the value of the shares of NSI owned by Partnership I (which itself is determined by determining the Adjusted EBITDA of NSI allocating to Partnership I the percentage of NSI’s Adjusted EBITDA based on Partnership I’s share ownership (i.e., 53.5%), and multiplying the result times 5, all as set forth in the Securityholder Agreement), and (iii) the Exchange Price (which is 85% of the average between the bid and the asked prices of the Common Stock of AmerAlia during the 30 calendar days prior to exercise of the exchange rights) and the other terms and conditions of the exchange rights, conversion rights and warrant purchase rights. The numbers set forth in this filing are an estimate assuming that (i) the maximum amount of principal and interest that Partnership I could claim as of April 30, 2008 is the total amount payable as of the time the rights are exercised, (ii) The Adjusted EBITDA of NSI was estimated for the purposes of this calculation to be approximately $2,110,697 for the twelve months ended April 30, 2008 (the Reporting Persons were unable to obtain precise breakdowns of well field expenses or a complete explanation of a couple of other charges included in the financial information provided by AmerAlia, forcing the Reporting Persons to estimate some of the components of the required calculation), and (iii) using the closing price of AmerAlia’s common stock on April 29, 2008, of $.54, instead of the average between the bid and the ask price of the shares of common stock of AmerAlia for the 30 days prior to the date of exchange to determine the Exchange Price (the stock of AmerAlia does not trade on a regular basis and has traded as high as $1.01 per share and as low as $.54 per share, closing as high as $.70 and as low as $.54 during the thirty-day period prior to May 27, 2008). The higher the trading price, the lower the number of shares that could be acquired by Partnership I pursuant to the exchange rights).

The effect of the foregoing is that Partnership I could acquire up to a maximum of 129,373,670 shares of common stock of AmerAlia (a maximum of 88.24 % of AmerAlia’s common stock), assuming the warrants are exercised and the maximum amount of interest that could be claimed by Partnership I, with the exchange price equal 85% of $0.54 per share or $0.46 per share). Included in the foregoing are up to 1,305,473 shares of AmerAlia which Partnership I could obtain upon the conversion of the $465,000 promissory note referenced in Item 4(a) above (assuming that it is converted on its maturity date of July 31, 2008, and inclusive of all interest thereon) (a maximum of 7% of AmerAlia after giving effect to the issuance of the conversion shares, but assuming that Partnership I does not acquire any other shares).

Partnership II owns 7,929,820 shares and could acquire up to an additional 1,028,233 shares of AmerAlia upon the conversion of the $350,000 promissory note referenced in Item 4(a) above (assuming that it is converted on its extended maturity date of July 31, 2008, and inclusive of all interest thereon) (a maximum of 49 % of AmerAlia after giving effect to the issuance of the conversion shares).

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If Partnership I and Partnership II acquire the maximum number of shares (based on the foregoing assumptions and assuming that AmerAlia’s authorized capital is amended as described in Item 4(g) above), collectively Partnerships I and II would collectively own 138,331,723 shares of AmerAlia or 93.7% of AmerAlia’s issued and outstanding common stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

          None, except as described herein.

Item 7. Material to be Filed as Exhibits

(A)	Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Inc., Natural Soda, Inc., Natural Soda Holdings, Inc., Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(B)	Letter of Amendment to the Securityholder Agreement effective July 31, 2004 by and among AmerAlia, Inc., Natural Soda, Inc., Natural Soda Holdings, Inc., Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(C)	Secured Subordinated Series B1 Debenture due February 19, 2008 in the principal amount of $9,265,260 issued by Natural Soda Holdings, Inc. to Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(D)	Secured Subordinated Series B1 Debenture due February 19, 2008 in the principal amount of $2,034,740 issued by Natural Soda Holdings, Inc. to Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(E)	Secured Subordinated Series B2 Convertible Debenture due February 19, 2008 in the principal amount of $7,953,365 issued by Natural Soda Holdings, Inc. to Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(F)	Secured Subordinated Series B2 Convertible Debenture due February 19, 2008 in the principal amount of $1,746,635 issued by Natural Soda Holdings, Inc. to Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(G)	Management and Cost Reimbursement Agreement, dated March 19, 2004 and effective October 1, 2003, by and among AmerAlia, Inc., Natural Soda, Inc., Natural Soda Holdings, Inc., Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(H)	Warrant to Purchase 491,957 shares of Common Stock, issued by AmerAlia, Inc. to Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).

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(I)	Warrant to Purchase 108,043 shares of Common Stock, issued by AmerAlia, Inc. to Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(J)	Shareholder Voting Agreement dated March 19, 2004 by and among Jacqueline B. Mars as Trustee for the Jacqueline Badger Mars Trust dated February 5, 1975, as amended and Robert C.J. van Mourik, Bill H. Gunn, Neil E. Summerson, Robert A. Cameron, Geoffrey Murphy and James V. Riley. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(K)	Filing Agreement Dated September 1, 2004 Regarding Joint Filing Of Schedule 13D, by and between Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. and Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1. (Filed with the original filing reporting an event of September 2, 2004 and incorporated herein by this reference).
(L)	Contribution Agreement, dated May 23, 2007, by and between Sentient (Aust.) Pty. Limited acting on behalf of Sentient Global Resources Trust No. I and Sentient USA Resources Fund, L.P. (Filed with Amendment No. 1 reporting an event of May 23, 2007 and incorporated herein by this reference)
(M)	Contribution Agreement, dated May 23, 2007, by and between Sentient Executive GP I, Limited on behalf of the general partner of Sentient Global Resources Fund I, L.P. and Sentient USA Resources Fund, L.P. (Filed with Amendment No. 1 reporting an event of May 23, 2007 and incorporated herein by this reference)
(N)	Filing Agreement Dated June 4, 2007, Regarding Joint Filing Of Schedule 13D, by and between Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1, Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1, and Sentient USA Resources Fund, LP. (Filed with Amendment No. 1 reporting an event of May 23, 2007 and incorporated herein by this reference)
(O)	Agreement to Share Proceeds, dated March 19, 2007, by and among Sentient Executive GP I, Limited acting on behalf of the General Partner of Sentient Global Resources Fund I, L.P. and Sentient (Aust) Pty. Limited acting on behalf of Sentient Global Resources Trust No. 1 and Jacqueline B. Mars as Trustee of the Jacqueline Badger Mars Trust dated February 5, 1975. (Filed with Amendment No. 1 reporting an event of May 23, 2007 and incorporated herein by this reference)
(P)	Purchase Agreement entered into to be effective as of the 13th day of July, 2007 by and between Jacqueline B. Mars as Trustee of the Jacqueline Badger Mars Trust dated February 5, 1975, Jacqueline B. Mars individually, and Sentient USA Resources Fund II, L.P., a Delaware limited partnership. (Filed with Amendment No. 2 reporting an event of August 22, 2007 and incorporated herein by this reference)
(Q)	Third Amended and Restated Guaranty Agreement, filed as Exhibit 1 to AmerAlia’s Form 8-K reporting an event of December 17, 2001 and incorporated herein by this reference.
(R)	Fourth Amended and Restated Guaranty Agreement, filed as Exhibit 1 to AmerAlia’s Form 8-K reporting an event of March 29, 2002 and incorporated herein by this reference.
(S)	Addendum to the Third and Fourth Amended and Restated Guaranty Agreements — Exhibit 10.40 of AmerAlia’s Form 10-QSB for its quarter ended December 31, 2003 and incorporated herein by this reference.
(T)	Form of Unsecured Subordinated Series C Debenture Due February 19, 2008 filed as Exhibit 10.39 to AmerAlia’s Form 10-QSB for its quarter ended December 31, 2003 and incorporated herein by this reference.

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(U)	Promissory Note, dated August 24, 2007, in the principal amount of $350,000, from AmerAlia, Inc. to Sentient USA Resources Fund II, L.P. (Filed with Amendment No. 2 reporting an event of August 22, 2007 and incorporated herein by this reference).
(V)	Filing Agreement Dated August 22, 2007, Regarding Joint Filing Of Schedule 13D, by and among Sentient USA Resources Fund II, L.P., Sentient Global Resources Fund I L.P., Sentient Global Resources Trust No. 1, Sentient USA Resources Fund II, L.P., Sentient Global Resources Fund II, L.P., and Sentient Global Resources Trust II. (Filed with Amendment No. 2 reporting an event of August 22, 2007 and incorporated herein by this reference).
(W)	Debenture Purchase Agreement entered into May 27, 2008, to be effective as of the October 31, 2007, by and between Natural Soda, Inc. and Sentient USA Resources Fund II, L.P., a Delaware limited partnership. (Filed herewith).
(X)	Form of Secured Series A 10% Debenture Due September 30, 2005 issued by Natural Soda Holdings, Inc. to Natural Soda, Inc. filed as Exhibit 10.36 of AmerAlia’s Form 10-QSB for its quarter ended December 31, 2003 and incorporated herein by this reference.
(Y)	Interest Purchase Agreement entered into on May 27, 2008, by and between Natural Soda, Inc. and Sentient USA Resources Fund II, L.P., a Delaware limited partnership. (Filed herewith).
(Z)	Contribution Agreement (NSI), dated May 27, 2008, by and among, Sentient USA Resources Fund II, L.P., a Delaware limited partnership, Natural Soda Holdings, Inc., and Natural Soda, Inc. (Filed herewith).
(AA)	Contribution Agreement dated May 27, 2008, by and among, Natural Soda Holdings, Inc., and AmerAlia, Inc. (Filed herewith).
(BB)	Promissory Note, dated May 27, 2008, in the principal amount of $465,000, from AmerAlia, Inc. to Sentient USA Resources Fund, L.P. (Filed herewith).
(CC)	Promissory Note Extension Agreement dated May 27, 2008, to be effective as of December 31, 2007, by and between Sentient USA Resources Fund II, L.P., a Delaware limited partnership and AmerAlia, Inc. (Filed herewith).
(DD)	General Release dated May 27, 2008 to be effective as of December 31, 2007, by and among AmerAlia, NSHI, NSI, Robert van Mourik, and Bill H. Gunn and for the benefit of Fund I, Trust I, Partnership I, Fund II, and others.
(EE)	Filing Agreement dated May 27, 2008, regarding Joint Filing Of Schedule 13D, by and among Sentient USA Resources Fund II, L.P., Sentient Global Resources Fund I L.P., Sentient Global Resources Trust No. 1, Sentient USA Resources Fund II, L.P., Sentient Global Resources Fund II, L.P., Sentient Global Resources Trust II, and Sentient Global Resources Fund III, L.P. (Filed herewith).

CUSIP No. 23559-26   Page 24  of  28 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sentient USA Resources Fund, L.P. By: Sentient Executive MLP1, Limited, General       Partner		Sentient Global Resources Trust No. 1 By: Sentient (Aust) Pty. Limited, As Trustee
By:	/s/ Mark Jackson	By:	/s/ Peter Cassidy
	Mark Jackson, Director		Peter Cassidy, Director
Date: June 6, 2008		Date: June 6, 2008
Sentient Executive MLP1, Limited,		Sentient (Aust) Pty. Limited
By:	/s/ Mark Jackson	By:	/s/ Peter Cassidy
	Mark Jackson, Director		Peter Cassidy, Director
Date: June 6, 2008		Date: June 6, 2008
Sentient Global Resources Fund I, L.P. By: Sentient GP I, L.P., General Partner By: Sentient Executive GP I, Limited, General       Partner		MGH Limited
By:	/s/ Mark Jackson	By:	/s/ Peter Cassidy
	Mark Jackson, Director		Peter Cassidy, Director
Date: June 6, 2008		Date: June 6, 2008
Sentient GP I, L.P By: Sentient Executive GP I, Limited, General       Partner
By:	/s/ Mark Jackson
	Mark Jackson, Director
Date: June 6, 2008
Sentient Executive GP I, Limited
By:	/s/ Mark Jackson
	Mark Jackson, Director
Date: June 6, 2008

CUSIP No. 23559-26   Page 25  of  28 

Sentient USA Resources Fund II, L.P.		Sentient Global Resources Fund II, L.P.
By: Sentient Executive MLP1, Limited,       General Partner		By: Sentient GP II, L.P., General Partner By: Sentient Executive GP II, Limited,       General Partner
By:	/s/ Mark Jackson	By:	/s/ Peter Cassidy
	Mark Jackson, Director		Peter Cassidy, Director
Date: June 6, 2008		Date: June 6, 2008
Sentient Global Resources Trust II By: Sentient Executive GP II, Limited,       as custodian for the Trustee		Sentient GP II, L.P. By: Sentient Executive GP II, Limited       General Partner		,
By:	/s/ Peter Cassidy	By:	/s/ Peter Cassidy
	Peter Cassidy, Director		Peter Cassidy, Director
Date: June 6, 2008		Date: June 6, 2008
Sentient Executive GP II, Limited
By:	/s/ Peter Cassidy
	Peter Cassidy, Director
Date: June 6, 2008

CUSIP No. 23559-26   Page 26  of  28 

SCHEDULE A

The (i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each director of (A) Executive I, (B) Trustee I, (C) MGH, (D) MLP I, and (E) Executive II, are as follows. None of these companies has any executive officers.

A. Sentient Executive GP I, Limited

Name	Title	Citizenship	Principal Occupation	Business Address
David Lloyd	Director	U.S.	Head of Project and Commodity Finance — Asia Pacific Bayerische Hypo-und Vereinsbank AG	30 Cecil Street #26-01 Prudential Tower Singapore 049712
Mark A. Jackson	Director	Australian	Consultant	c/o Sentient GP I, L.P. Third Floor, Harbour Centre P.O. Box 10795 #42 North Church Street George Town, Grand Cayman Cayman Islands
Peter Cassidy	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Ian Hume	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia

B. Sentient (Aust) Pty. Limited

Name	Title	Citizenship	Principal Occupation	Business Address
Peter Cassidy	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Ian Hume	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia

C. MGH Limited

Name	Title	Citizenship	Principal Occupation	Business Address
Peter Cassidy	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000

CUSIP No. 23559-26   Page 27  of  28 

Name	Title	Citizenship	Principal Occupation	Business Address
Susanne Sesselmann	Director	Austrian	Investment Manager	Australia Am Wildzaun 19 D-82041, Oberhaching, Germany
Greg Link	Director	New Zealander	Investment Manager	3rd Floor, Zephyr House 122 Mary Street, P.O. Box 715, Grand Cayman KY1-1107 Cayman Islands

D. Sentient MLP I, Limited

Name	Title	Citizenship	Principal Occupation	Business Address
Mark A. Jackson	Director	Australian	Consultant	c/o Sentient GP I, L.P. Third Floor, Harbour Centre P.O. Box 10795 #42 North Church Street George Town, Grand Cayman Cayman Islands
Peter Cassidy	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Susanne Sesselmann	Director	Austrian	Investment Manager	Am Wildzaun 19 D-82041, Oberhaching, Germany

E. Sentient Executive GP II, Limited

Name	Title	Citizenship	Principal Occupation	Business Address
Mark A. Jackson	Director	Australian	Consultant	c/o Sentient GP I, L.P. Third Floor, Harbour Centre P.O. Box 10795 #42 North Church Street George Town, Grand Cayman Cayman Islands
Peter Cassidy	Director	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Susanne Sesselmann	Director	Austrian	Investment Manager	Am Wildzaun 19 D-82041, Oberhaching, Germany

The (i) name, (ii) country of citizenship, (iii) principal occupation and (iv) business address of each person who may be deemed to control MGH are as follows:

CUSIP No. 23559-26   Page 28  of  28 

Name	Citizenship	Principal Occupation	Business Address
Peter Cassidy	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Ian Hume	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Colin Maclean	Australian	Investment Manager	Suite 2401, Level 24 Australia Square Tower 264 George Street Sydney, NSW 2000 Australia
Susanne Sesselmann	Austrian	Investment Manager	Am Wildzaun 19 D-82041, Oberhaching, Germany
Greg Link	New Zealander	Investment Manager	3rd Floor, Zephyr House 122 Mary Street, P.O. Box 715, Grand Cayman KY1-1107 Cayman Islands

EX-99.(W)

EXHIBIT W

Debenture Purchase Agreement

     This Debenture Purchase Agreement is entered into on May 27, 2008, to be effective as of October 31, 2007 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).

R E C I T A L S

     WHEREAS, Soda requested funds from Sentient LP to permit Soda to increase its working capital and Sentient LP has previously advanced those funds;

     WHEREAS, Holdings has issued Secured Series A 10% Debentures Due September 30, 2005 (“Series A Debentures” or a “Series A Debenture”) in a total principal amount of approximately $10,125,000, plus accrued interest thereon, owned by Sentient L.P. ($5,000,000 principal amount), Soda ($750,000 principal amount)(the “Soda Series A Debenture”), and AmerAlia ($4,375,000 principal amount);

     WHEREAS, pursuant to the terms of the Series A Debentures, as of October 31, 2007Soda was owed Two Hundred Seventy One Thousand Two Hundred Fifteen and 75/100 Dollars ($271,215.75) of accrued interest from Holdings pursuant to the Series A Debenture owned by Soda plus amounts accruing thereon from and after October 31, 2007 (the “Soda Series A Interest”); and

     WHEREAS, Sentient LP and Soda had agreed that Sentient LP would purchase of the Soda Series A Debenture and the Soda Series A Interest and they intend to memorialize that purchase on the terms set forth below.

     NOW, THEREFORE, in consideration of the foregoing premises, the representations, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Reciprocal Representations and Warranties. The parties each covenant, represent, and warrant to the other that:

a.	Organization and Standing. It has been duly organized and validly exists.
b.	Power and Authority. It has the full power and authority to carry on its business as it is now being conducted and to carry out the transactions contemplated by this Agreement; and the execution of and performance by it under this Agreement and the other documents to be delivered as part of the transactions contemplated hereby have been properly authorized.
c.	No Conflict. Neither the execution and delivery of this Agreement and the other documents executed or required to be executed hereunder nor the consummation of the transactions contemplated hereby or thereby will violate, breach, be in conflict with, or constitute a default under, or permit the termination or acceleration of the maturity of, or

Debenture Purchase Agreement — Natural Soda

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result in the imposition of any lien, claim, or encumbrance upon any of its assets pursuant to the terms of any note, bond, mortgage, deed of trust, loan, lease, other arrangement, agreement, or instrument or any judgment, order, injunction, or decree to which it is a party or by which it or its property or any of is assets is bound or subject.

d.	Binding Effect. This Agreement and each of the documents to be executed and delivered pursuant to the transactions contemplated hereby are, or when executed and delivered against the consideration to be received therefor will be, legal, valid, and binding obligations, enforceable in accordance with their terms.
e.	Consents. No consent of any party (excluding any consent that may be required by AmerAlia, Holdings, or Soda and which is provided herewith) is necessary for the consummation of the transactions contemplated hereby.
f.	Expenses. Each party will pay all its expenses and costs, including fees of legal counsel and accountants, incurred in connection with the execution and delivery of, and performance by it under, this Agreement.

     2. Purchase and Sale. Subject to the terms and conditions contained herein, effective October 31, 2007 Sentient LP purchases from Soda the Soda Series A Debenture and the Soda Series A Interest and effective October 31, 2007 Soda sells, assigns, transfers and delivers to Sentient LP the Soda Series A Debenture and the Soda Series A Interest, free and clear of all liens, pledges, charges or encumbrances of any nature. Sentient LP has paid or shall pay Soda the purchase price of One Million Twenty One Thousand Two Hundred Fifteen and 75/100 Dollars ($1,021,215.75) in consideration for the transfer of the Soda Series A Debenture and the Soda Series A Interest.

     3. Additional Representations, Warranties, and Covenants.

a. AmerAlia. AmerAlia represents, warrants and agrees as follows:

i. Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, AmerAlia consents to the transfer of the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.

b. Soda. Soda represents, warrants and agrees as follows:

i.	Soda owns the Soda Series A Debenture with all interest thereon free and clear of all liens, claims and encumbrances.
ii.	Soda will use the proceeds of the purchase solely for additional working capital and for no other purpose.
iii.	Soda will hold any payments it receives from or on behalf of Holdings on the Soda Series A Debentures or the Soda Series A Interest in trust for the benefit of Sentient LP and such amounts will be promptly paid to Sentient LP.

Debenture Purchase Agreement — Natural Soda

Page 2

iv. Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Soda consents to the transfer of the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.

c. Holdings. Holdings represents and warrants to Sentient LP as follows:

i.	The obligations purchased by Sentient LP, i.e., the Soda Series A Debenture and the Soda Series A Interest have been transferred to Sentient LP and are registered on Holdings’ books and records (noted as owned by Sentient LP) so that interest accrued and paid thereon (as provided in the Series A Debentures) will qualify as “portfolio interest” obligation within the meaning of Section 871(h) of the Internal Revenue Code of 1986, as amended. Since the Series A Debentures are registered with the Maker as to both the principal amount and any interest payable thereunder and may be transferred by the Holder to any third person only by surrendering the original note to the Maker and the issuance by the Maker of a new obligation to the transferee, as required under Section 1.871-14(c) of the Treasury Regulations promulgated under the United States Internal Revenue Code.
ii.	Holdings has no defense to the payment of principal of and interest on any of its Series A Debentures, and any defenses and counterclaims to the enforcement of the Series A Debentures are hereby waived and released by Holdings which agrees not to assert such defenses against Sentient LP or any affiliate. The consideration for this waiver and release is acknowledged to include, but not be limited to, the fact that Soda, which is partially owned by Holdings, will receive cash as a result of the transactions contemplated by this Agreement.
iii.	Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Holdings consents to the transfer of the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.

d. Joint Representations and Warranties. AmerAlia and Holdings represent and warrant to Sentient LP (and its affiliates) that:

i. Each of them has delivered to Sentient LP (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the Unaudited Statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of

Debenture Purchase Agreement — Natural Soda

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	operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate).
ii.	Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, Robert van Mourik or Bill H. Gunn.
iii.	Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Sentient LP any material fact necessary to prevent what has been disclosed to Sentient LP from being misleading.
iv.	There are no defenses or counterclaims to the enforcement of the Soda Series A Debenture and AmerAlia, Holdings and Soda hereby waive and release any such defense or counterclaims that may exist.
v.	Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Sentient LP, or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, or any entity or person affiliated with them.

     4. Mutual Covenants. For the benefit of each other, AmerAlia, Holdings, Soda and Sentient LP, covenant, promise, and agree that:

a.	Further Assurances. From time to time, at the request of the other party, he or it will, without further consideration, execute and deliver such further instruments of conveyance, assignment, and transfer, assumption, or agreement to perform and discharge, pay, encumber or indemnify, as appropriate, in order to more effectively convey and transfer the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.
b.	Expenses. Each party will pay all his or its expenses and costs, including fees of legal counsel and accountants, incurred in connection with the execution and delivery of, and performance by it under, this Agreement.
c.	Indemnification. AmerAlia and Holdings jointly and severally, will indemnify and hold harmless Sentient LP and its affiliates against any and all liabilities, obligations, damages, or deficiencies resulting from any omission, misrepresentation, breach of warranty, or non-fulfillment of any agreement contained in this Agreement or in any instrument, certificate, document or agreement to be delivered as the result of the transactions contemplated hereby. Those matters are hereinafter referred to as claims. The party entitled to indemnification is referred to herein as the “indemnified party” and the party obligated to provide indemnification is referred to herein as the “indemnifying party.”
	An indemnified party shall promptly advise an indemnifying party of the existence of any claim promptly after becoming aware of such claim. Thereafter the indemnifying party

Debenture Purchase Agreement — Natural Soda

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may notify the indemnified party in writing of an intention and agreement to undertake the defense, settlement or other resolution of the claim. If that happens, the indemnified party shall cooperate with the indemnifying party; provided, however, (i) any expenses reasonably incurred by the indemnified party shall be paid by the indemnifying party, and (ii) if reasonably requested by the indemnified party, the indemnifying party shall provide satisfactory assurances of its ability to resolve the claim including but not limited to providing evidence of sufficient funds available to satisfy the claim.

If the indemnifying party fails to provide the written notice and agreement described above, within ten days after notice of a claim from the indemnified party or if the indemnifying party fails to pay the expenses of or to provide assurances to the indemnified party as required above, the indemnified party may defend, settle, compromise or otherwise resolve the claim and the indemnifying party shall be responsible for damages, deficiencies, costs, expenses (including legal fees, costs and other expenses) incurred by the indemnified party in connection therewith.

     5. Ancillary Documents. AmerAlia, Holdings and Soda have delivered to Sentient LP the following documents:

a.	Original Series A Debenture issued to Soda registered in the name of Sentient LP.
b.	The Unaudited Financial Statements.
c.	A fully executed General Release (in the form attached as Exhibit A) signed by AmerAlia, Soda, Holdings, Bill H. Gunn and Robert Van Mourik for the benefit of Sentient LP and their affiliates.
d.	Copies of resolutions of the Boards of Directors of AmerAlia, Holdings and Soda approving the execution and delivery of this Agreement, the General Release, and any other document, certificate or instruction contemplated by this Agreement.

     6. Miscellaneous.

a.	Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.
b.	Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior understandings, oral and written.
c.	Waiver and Modification. No waiver or modification of any term of this Agreement shall be enforceable unless it is in writing, signed by or on behalf of the party against whom such waiver or modification is asserted.

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d. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute but one agreement. The parties agree that the documents being executed and faxed or sent by email to each other, followed by mailing of the executed originals by mail within three (3) business days.

e.	Survival. The representations, warranties and covenants contained in this Agreement shall survive the closing and payment of the purchase price and shall have full force and effect regardless of any investigation by or on behalf of any party hereto.
f.	Attorney’s Fees. If either party is required to engage in any proceedings, legal or otherwise, to enforce its rights under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to any other sums due, the attorneys’ fees, costs and disbursements involved in said proceedings.
g.	Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Denver, Colorado, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
	The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration clause set forth above. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and

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the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

h.	No Finder. No agent, broker or similar person is or will be entitled to any broker’s or finder’s fee in connection with the transaction contemplated by this Agreement.
i.	Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns, provided that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party.
j.	Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
k.	Notices. All notices, tender, delivery or other communications to be given shall be in writing and shall be deemed to be properly given if delivered, mailed or sent by wire or other telegraphic communication in the manner provided in this section,

If to Sentient LP:	If to AmerAlia, Holdings or Soda:
Sentient USA Resources Fund, L.P.	c/o AmerAlia, Inc.
c/o Sentient Executive MLP 1, Limited	Attn: Chairman
P.O. Box 10795, George Town	9233 Park Meadows Drive
Grand Cayman KY1-1007	Lone Tree, CO 80124
Cayman Islands, BWI
With copies to (which shall not constitute notice):	With copies to (which shall not constitute notice):
Gregory A. Smith, Esq.	Michael Weiner, Esq.
Quinn & Brooks LLP	Holland & Hart LLP
9800 Mt. Pyramid Ct., Suite 400	8390 East Crescent Parkway
Englewood, Colorado 80112	Suite 400
	Greenwood Village, CO 80211

Any party may change that party’s address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If sent by mail, any notice, delivery, or other communication shall be effective or deemed to have been given two (2) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by wire or other form of telegraphic communication, including facsimile transmission, or if delivered by courier or personal service, any notice, delivery or other communication shall be effective or deemed to have been given upon receipt.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year described above, notwithstanding the actual date of execution.

AMERALIA, INC		NATURAL SODA HOLDINGS, INC.
By:	/s/ Bill H. Gunn	By:	/s/ Bill H. Gunn
Name:	Bill H. Gunn	Name:	Bill H. Gunn
Title:	President	Title:	President
NATURAL SODA, INC.		SENTIENT USA RESOURCES FUND, L.P.
		By:	Sentient Executive MLP 1, Limited, General Partner
By:	/s/ Bill H. Gunn	By:	/s/ Peter J. Cassidy
Name:	Bill H. Gunn	Name:	Peter J. Cassidy
Title:	President	Title:	Director

Debenture Purchase Agreement — Natural Soda

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Exhibit A

GENERAL RELEASE

     This General Release (“General Release”) is being executed and delivered on May 27, 2008 to be effective as of December 31, 2007, by and among AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda Holdings, Inc., a Colorado corporation (“NSHI”), Natural Soda, Inc., a Colorado corporation (“NSI”), Robert van Mourik (“van Mourik”), and Bill H. Gunn (“Gunn”)(AmerAlia, NSHI, NSI, van Mourik and Gunn are referred to herein as the “AmerAlia Parties”) and is for the benefit of Sentient Global Resources Fund I, LP (“Fund I”), Sentient Global Resource Trust No. I (“Trust I”), Sentient USA Resources Fund, L.P. (“Sentient LP ”), Sentient USA Resources Fund II, L.P. (“Sentient II LP”) (Sentient LP, Trust I, Fund I, and Sentient II LP are referred to herein as the “Sentient Parties”).

Recitals

WHEREAS, Sentient LP’s predecessors in interest (Fund I and Trust I) purchased several million dollars worth of secured debentures from NSHI, the payment of which was guaranteed by NSI;

WHEREAS, Sentient LP has converted some of the secured debentures into 53.5% of the capital stock of NSI;

WHEREAS, Sentient II LP has acquired from the Jacqueline Badgers Mars Trust, shares of AmerAlia and several unsecured promissory notes or debentures issued by AmerAlia and/or NSHI;

WHEREAS, Sentient LP and Sentient II LP have had discussions with AmerAlia, NSHI and NSI concerning a restructuring of all the secured and unsecured debt owed by AmerAlia and NSHI and the equity of NSI owned by Sentient LP and Sentient II LP, but the inability of AmerAlia to complete the audits of its books for the prior two fiscal year and to make filings required by the United States Securities and Exchange Commission have prevented those discussions from proceeding;

WHEREAS, AmerAlia and NSI have asked Sentient LP to provide NSI with additional funds so that it can increase its working capital and Sentient LP is willing to purchase the Secured Series A 10% Debentures Due September 30, 2005 together with interest thereon owned by NSI, pursuant to the terms of a Debenture Purchase Agreement (the “Purchase Agreement”);

WHEREAS, Sentient LP does not want to close the Purchase Agreement and then find out that one or more of the AmerAlia parties has claims he or it believes can be asserted against Sentient LP or any of its affiliates and has agreed to close the Purchase Agreement only if this General Release is executed and delivered;

WHEREAS, van Mourik and Gunn have a substantial financial interest in having AmerAlia survive as each claims he is owed substantial amounts by AmerAlia, each owns stock of AmerAlia, and each claims to have options to acquire additional shares of stock of AmerAlia and each will indirectly benefit from the closing of the Purchase Agreement;

WHEREAS, the AmerAlia Parties intend to waive and release all claims they or any of them has against the Sentient Parties and the AmerAlia Parties; and

WHEREAS, notwithstanding the provisions of the preceding Recital, the parties to this General Release do not intend to release any of the Retained Rights (defined below).

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Agreement

     In consideration of the recitals, the covenants contained herein and in the Purchase Agreement, and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties hereby covenant and agree as follows:

     1. Releases; Retained Rights.

          (a) Except for the Retained Rights, the AmerAlia Parties for themselves and each person under AmerAlia Parties’ direct or indirect control, hereby generally, irrevocably, unconditionally and completely release and forever discharge each of the Sentient Parties and each of their Associated Parties (specifically including, but not limited to, Peter Cassidy, Mark Jackson, Sentient Resources USA, Inc., and Sentient Asset Management USA, Inc.) from, and the AmerAlia Parties hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims.

          (b) Except for the Retained Rights, van Mourik and Gunn for themselves and each person under the each of their direct or indirect control, hereby generally, irrevocably, unconditionally and completely release and forever discharge each of AmerAlia, NSHI and NSI and each of their Associated Parties from, and van Mourik and Gunn hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims.

          (c) AmerAlia, NSHI, NSI, van Mourik and Gunn each generally, irrevocably, unconditionally and completely release, waive, and relinquish any and all rights of contribution, exoneration or any other similar right or claim to cause AmerAlia, NSHI, or NSI to pay or reimburse any amounts owed by AmerAlia, NSHI, NSI, van Mourik or Gunn to any of the Sentient Parties or any of their Associated Parties as a result of this Release.

          (d) Nothing in this General Release, including the releases set forth in Sections 1(a), 1(b) and 1(c) above, is intended to or shall be construed as a release, acquittal, discharge, covenant not to sue or indemnity of any and all claims related to or arising from the Retained Rights.

     2. Definitions.

     (a) The term “Associated Parties” when used herein shall mean and include: (i) the named party’s predecessors, successors, executors, administrators, heirs and estate; (ii) the named party’s past, present and future assigns, shareholders, direct and indirect parents, subsidiaries and affiliates, and all of their officers, directors, attorneys or legal representatives, agents and representatives; (iii) each entity that the named party has the power to bind (by the named party’s acts or signature) or over which the named party directly or indirectly exercises control; and (iv) each entity of which the named party owns, directly or indirectly, at least 50% of the outstanding equity, beneficial, proprietary, ownership or voting interests.

     (b) The term “Claims” shall mean and include all past, present and future disputes, claims, controversies, demands, rights, rights to appeal, liens, allegations, obligations, liabilities, actions and causes of action of every kind and nature (whether in law or equity), including: (i) any unknown, unsuspected or undisclosed claim; (ii) any claim or right that may be asserted or exercised by a Releasor in Releasor’s capacity as a stockholder, director, officer or

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employee or in any other capacity; and (iii) any claim, counterclaim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement.

     (c) The term “Releasee” means each party named in Section 1 as being generally, irrevocably, unconditionally and completely released and forever discharged.

     (d) The term “Released Claims” shall mean and include each and every Claim that (i) Releasor or any person under the direct or indirect control of the Releasor may have had in the past, may now have or may have in the future against any of the Releasees or any Associated Party of the Releasee, and (ii) has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the date of this General Release. Notwithstanding the breadth of the definition of Claims and Released Claims, the parties do not intend to include any of the Retained Rights as part of the Released Claims.

     (e) The term “Releasor” means each party named in Section 1 as generally, irrevocably, unconditionally and completely releasing and forever discharging one or more Releasees.

     (f) The term “Retained Rights” shall mean and include: (i) any rights or obligations arising under this General Release, (ii) any rights or obligations arising under the Purchase Agreement, (iii) rights under the Collateral Holding and Liquidation Agreement, (iv) rights under the Securityholders Agreement (v) rights of indemnification under AmerAlia’s, NSHI’s and NSI’s charter documents and (vi) rights under the stock options and written obligations reflected on the financial statements of AmerAlia, NSHI and NSI which have been delivered to the Sentient Parties prior to the execution and delivery of this Release (e.g., rights as holders of debentures, notes, stock options and accrued but unpaid compensation). The parties have agreed that if Sentient or any of its affiliates pursues any claim against one or more of the AmerAlia Parties then this release shall not be enforceable against the person against which the claim is filed; excluding any claim to protect, foreclose, acquire possession of, or otherwise realize the benefits of any collateral for any obligations owed to any Sentient Party or its predecessor in interest and any party for whom a Sentient Party acts as a collateral or disbursing agent.

     3. Representations and Warranties. Each Releasor represents and warrants that:

     (a) No promise, representation, inducement, or agreement that is not expressed in this General Release has been made to any of the Releasors; none of the Releasors is relying on any promise, representation, inducement, or agreement in entering into this General Release except as expressly set forth in this General Release; and each of the Releasors has consulted with counsel of its own choosing prior to entering into this General Release and knowingly and freely enters this General Release without duress;

     (b) Releasor has not assigned, transferred, conveyed or otherwise disposed of any of its Released Claims against any of the Releasees, or any direct or indirect interest in any such Released Claims, in whole or in part;

     (c) to the best of the Releasor’s knowledge, no other person or entity has any interest in any of its Released Claims;

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     (d) no person under the direct or indirect control of Releasor has or had any Claim against any of its Releasees or their Associated Parties;

     (e) no person under the direct or indirect control of Releasor will in the future have any Claim against its Releasees or their Associated Parties that arises directly or indirectly from or relates directly or indirectly to any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or before the date of this General Release;

     (f) this General Release has been duly and validly executed and delivered by Releasor;

     (g) this General Release is a valid and binding obligation of the Releasor and persons under its direct or indirect control, and is enforceable against Releasor and each person under the Releasor’s control in accordance with its terms;

     (h) there is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or before any court, tribunal, governmental body, governmental agency or arbitrator pending or, to the best of the knowledge of Releasor, threatened against Releasor or any person under Releasor’s direct or indirect control that challenges or would challenge the execution and delivery of this General Release or the taking of any of the actions required to be taken by Releasor under this General Release;

     (i) neither the execution and delivery of this General Release nor the performance hereof will (i) result in any violation or breach of any agreement or other instrument to which Releasor or any person under Releasor’s direct or indirect control is a party or by which Releasor or any person under Releasor’s direct or indirect control is bound, or (ii) result in a violation or any law, rule, regulation, treaty, ruling, directive, order, arbitration award, judgment or decree to which Releasor or any person under Releasor’s direct or indirect control is subject; and

     (j) the persons executing this General Release on behalf of the Releasors have full and complete authority to do so, and to make and give the promises, releases and covenants set forth in this General Release and no authorization, instruction, consent or approval of any person or entity is required to be obtained by Releasor or any person under Releasor’s direct or indirect control in connection with the execution and delivery of this General Release or the performance hereof.

     4. Indemnification. Without in any way limiting any of the rights or remedies otherwise available to any Releasee, each Releasor, severally, shall indemnify and hold harmless each Releasee against and from any loss, damage, injury, harm, detriment, lost opportunity, liability, exposure, claim, demand, settlement, judgment, award, fine, penalty, tax, fee, charge or expense (including attorneys’ fees) that is directly or indirectly suffered or incurred at any time by such Releasee, or to which such Releasee otherwise becomes subject at any time, and that arises directly or indirectly out of or by virtue of, or relates directly or indirectly to, (a) any failure on the part of Releasor to observe, perform or abide by, or any other breach of, any restriction, covenant, obligation, representation, warranty or other provision contained herein, or (b) the assertion or purported assertion of any of the Released Claims by Releasor or any of Releasor’s Associated Parties.

     5. Miscellaneous.

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     (a) This General Release sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings among or between the Releasor and any of the Releasees relating to the subject matter hereof. No modification of this General Release shall be binding, unless evidenced in writing and signed by an authorized representative of the person against which such modification is being asserted. No breach of any provision of this General Release can be waived except in writing. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof.

     (b) If any provision of this General Release or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) such invalidity or enforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this General Release. Each provision of this General Release is separable from every other provision of this General Release, and each part of each provision of this General Release is separable from every other part of such provision.

     (c) This General Release shall be construed in accordance with, and governed in all respects by, the laws of the State of Colorado (without giving effect to principles of conflicts of laws).

     (d) Any dispute, controversy, or claim arising under this General Release, including alleged breaches hereof and defaults hereunder, shall be resolved by arbitration in accordance with the comprehensive arbitration rules and procedures of JAMS then in effect. Arbitration proceedings shall be held in Denver, Colorado, or some other mutually acceptable location, and arbitration awards may be enforced in any court of competent jurisdiction. Arbitration shall be conducted by a single arbitrator selected by the parties who shall be qualified by training and experience to pass upon the matter of the dispute and shall not have to power to add to, ignore or modify any term or condition of this Agreement. In the event the parties are unable to agree upon a single arbitrator within a thirty (30) day period, the arbitrator shall be selected by JAMS. The arbitration decision shall not go beyond what is necessary for the interpretation and application of this Agreement and shall be in writing and shall set forth findings of fact and conclusions of law, as appropriate, supported by a reasoned opinion. The cost of such arbitration shall be borne as determined by the arbitrator; provided however, each party shall bear the costs of preparing and presenting its own case.

     (e) This General Release may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

     (f) Releasor shall execute and/or cause to be delivered to each Releasee such instruments and other documents, and shall take such other actions, as such Releasee may

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reasonably request for the purpose of carrying out or evidencing any of the actions contemplated by this General Release.

     (g) If any legal action or other legal proceeding relating to this General Release or the enforcement of any provision hereof is brought by Releasor or any Releasee, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements to the extent actually incurred (in addition to any other relief to which the prevailing party may be entitled).

     (h) This General Release shall inure to the benefit of the Releasees and their Associated Parties, their successors, representatives, agents, officers, directors, employees and assigns and shall be effective with respect to, and binding upon and enforceable against the Releasors and their Associated Parties.

     (i) Whenever required by the context, the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

     (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this General Release.

     (k) As used in this General Release, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation.”

[SIGNATURE PAGE FOLLOWS]

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In Witness Whereof, the parties have caused this General Release to be executed as of the date first above written.

AMERALIA, INC		NATURAL SODA HOLDINGS, INC.
By:		By:
Name:		Name:
Title:		Title:
NATURAL SODA, INC.		SENTIENT USA RESOURCES FUND II, L.P.
		By:	Sentient Executive MLP 1, Limited, General Partner
By:		By:
Name:		Name:
Title:		Title:
SENTIENT USA RESOURCES FUND, L.P.
By:	Sentient Executive MLP 1, Limited, General Partner
By:
Name:
Title:
	Robert van Mourik, individually		Bill H. Gunn, individually

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EX-99.(Y)

EXHIBIT Y

Interest Purchase Agreement

     This Interest Purchase Agreement is entered into on May 27, 2008, to be effective as of March 31, 2008 (the “Effective Date”), and is by and among Sentient USA Resources Fund, L.P., a Delaware limited partnership (“Sentient LP”), Sentient Global Resources Fund III, LP (“Fund III”), AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda, Inc., a Colorado corporation (“Soda”) and Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”).

R E C I T A L S

     WHEREAS, Holdings has issued Secured Series A 10% Debentures Due September 30, 2005 (“Series A Debentures” or a “Series A Debenture”) in a total principal amount of approximately $10,125,000, plus accrued interest thereon, owned by Sentient L.P. ($5,750,000 principal amount) and AmerAlia ($4,375,000 principal amount);

     WHEREAS, AmerAlia wishes to raise funds so that AmerAlia can pay interest to the holders of some of its interest bearing debt and Sentient LP is entitled to receive interest at the same time as AmerAlia;

     WHEREAS, pursuant to the terms of the Series A Debentures, as of March 31, 2008, (i) AmerAlia owns the right to receive One Million Four Hundred Six Thousand Eight Hundred Seventy Five and no/100 Dollars ($1,406,875.00) of accrued interest plus interest accruing thereon from Holdings pursuant to the Series A Debentures owned by AmerAlia (the “AmerAlia Series A Interest”) and (ii) Sentient LP owns the right to Two Million Seventy Six Thousand Three Hundred Thirty Four and 20/100 Dollars ($2,076,334.20) of accrued interest plus interest accruing thereon from Holdings pursuant to the Series A Debentures owned by Sentient LP (the “Sentient LP Series A Interest”); and

     WHEREAS, Fund III is willing to purchase (i) the AmerAlia Series A Interest, and (ii) the Sentient LP Series A Interest, on the terms set forth below.

     NOW, THEREFORE, in consideration of the foregoing premises, the representations, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Reciprocal Representations and Warranties. The parties each covenant, represent, and warrant to the other that:

a.	Organization and Standing. It has been duly organized and is validly existing.
b.	Power and Authority. It has the full power and authority to carry on its business as it is now being conducted and to carry out the transactions contemplated by this Agreement; and the execution of and performance by it under this Agreement and the other documents to be delivered as part of the transactions contemplated hereby have been properly authorized.
c.	No Conflict. Neither the execution and delivery of this Agreement and the other documents executed or required to be executed hereunder nor the consummation of the transactions contemplated hereby or thereby will violate, breach, be in conflict with, or constitute a default under, or permit the termination or acceleration of the maturity of, or result in the imposition of any lien, claim, or encumbrance upon any of its assets pursuant to the terms of any note, bond,

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	mortgage, deed of trust, loan, lease, other arrangement, agreement, or instrument or any judgment, order, injunction, or decree to which it is a party or by which it or its property or any of is assets is bound or subject.
d.	Binding Effect. This Agreement and each of the documents to be executed and delivered pursuant to the transactions contemplated hereby are, or when executed and delivered against the consideration to be received therefor will be, legal, valid, and binding obligations, enforceable in accordance with their terms.
e.	Consents. No consent of any party (excluding any consent that may be required by Sentient LP, AmerAlia, Holdings, or Soda and which is provided herewith) is necessary for the consummation of the transactions contemplated hereby.
f.	Expenses. Each party will pay all its expenses and costs, including fees of legal counsel and accountants, incurred in connection with the execution and delivery of, and performance by it under, this Agreement.

     2. Purchase and Sale. Subject to the terms and conditions contained herein, effective March 31, 2008, Fund III purchases from AmerAlia the AmerAlia Series A Interest and effective the same date, AmerAlia sells, assigns, transfers and delivers to Fund III the AmerAlia Series A Interest, free and clear of all liens, pledges, charges or encumbrances of any nature. Subject to the terms and conditions contained herein, effective March 31, 2008 Fund III purchases from Sentient LP the Sentient LP Series A Interest and effective the same date, Sentient LP sells, assigns, transfers and delivers to Fund III the Sentient LP Series A Interest, free and clear of all liens, pledges, charges or encumbrances of any nature. Fund III shall pay: (i) AmerAlia the purchase price of One Million Four Hundred Six Thousand Eight Hundred Seventy Five and no/100 Dollars ($1,406,875.00) in consideration for the AmerAlia Series A Interest, and (ii) Sentient LP the purchase price of Two Million Seventy Six Thousand Three Hundred Thirty Four and 20/100 Dollars ($2,076,334.20) in consideration for the Sentient LP Series A Interest.

     3. Additional Representations, Warranties, and Covenants.

a. AmerAlia. AmerAlia represents, warrants and agrees as follows:

i.	AmerAlia owns the AmerAlia Series A Interest free and clear of all liens, claims and encumbrances except as provided pursuant to the terms of a Series A Debenture Pledge Agreement dated to be effective as of March 19, 2004, by and among AmerAlia and the pledgees listed therein (the “Series A Debenture Pledge Agreement”) and as a result of this Agreement, Fund III will own the AmerAlia Series A Interest free and clear of all liens, claims and encumbrances except those in favor of Fund III.
ii.	Fund III may file one or more financing statements or other documents, agreements, instructions, or filings as it deems necessary or appropriate to reflect the transactions described in this Agreement.
iii.	AmerAlia will use the proceeds of the purchase solely to (i) pay interest on the certain promissory notes in the principal amount of $4,250,000 dated March 19, 2004 and March 23, 2005, and (ii) for no other purpose.
iv.	AmerAlia will hold any payments it receives from or on behalf of Holdings on the Series A Debentures owned by AmerAlia in trust for the benefit of Fund III and AmerAlia agrees that

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	such amounts will be paid to Fund III until it has been paid the AmerAlia Series A Interest, in full.
v.	Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, AmerAlia consents to the transfer of the AmerAlia Series A Interest and the Sentient LP Series A Interest to Fund III.

b. Sentient LP. Sentient LP represents, warrants and agrees as follows:

i.	Sentient LP owns the Sentient LP Series A Interest free and clear of all liens, claims and encumbrances and as a result of this Agreement, Fund III will own the Sentient LP Series A Interest free and clear of all liens, claims and encumbrances except those in favor of Fund III.
ii.	Fund III may file one or more financing statements or other documents, agreements, instructions, or filings as it deems necessary or appropriate to reflect the transactions described in this Agreement.
iii.	Sentient LP will hold any payments it receives from or on behalf of Holdings on the Series A Debentures owned by Sentient LP in trust for the benefit of Fund III and Sentient LP agrees that such amounts will be paid to Fund III until it has been paid the Sentient LP Series A Interest, in full.
iv.	Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Sentient LP consents to the transfer of the AmerAlia Series A Interest and the Sentient LP Series A Interest to Fund III.

c. Soda. Soda represents, warrants and agrees as follows:

i. Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Soda consents to the transfer of the AmerAlia Series A Interest and the Sentient LP Series A Interest to Fund III.

d. Holdings. Holdings represents, warrants and agrees as follows:

i.

As of as of the dates of purchase, the AmerAlia Series A Interest is owed to AmerAlia and the Sentient LP Series A Interest is owed to Sentient LP and no other interest is owed on these instruments.

ii.

The obligations purchased by Fund III, i.e., the AmerAlia Series A Interest, and the Sentient LP Series A Interest are registered on Holdings’ books and records (noted as owned by Fund III) so that interest accrued and paid thereon (as provided in the Series A Debentures) will qualify as “portfolio interest” obligation within the meaning of Section 871(h) of the Internal Revenue Code of 1986, as amended. Since the Series A Debentures are registered with the Maker as to both the principal amount and any interest payable thereunder and may be transferred by the Holder to any third person only by surrendering the original note to the Maker and the issuance by the Maker of a new obligation to the transferee, as required under

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	Section 1.871-14(c) of the Treasury Regulations promulgated under the United States Internal Revenue Code. Holdings hereby instructs Robert C. Woolard as agent in fact for Holdings to reflect on the face of the Series A Debentures owned by AmerAlia, that the AmerAlia Series A Interest is owned by and registered in the books of Holdings in the name of Fund III.
iii.	Holdings has no defense to the payment of principal of and interest on any of its Series A Debentures, and any defenses and counterclaims to the enforcement of the Series A Debentures are hereby waived and released by Holdings which agrees not to assert such defenses against Fund III or any of its affiliate.
iv.	Any amounts paid or payable pursuant to the Series A Debentures issued to AmerAlia will first be paid to Sentient LP until it receives all of the AmerAlia Series A Interest. Payments required to be made to the Pledgee’s Agent pursuant to the Series A Debenture Pledge Agreement will be made with a notation as to the amount of AmerAlia Series A Interest that has not yet been paid to Sentient LP and which is to be paid to Fund III as the registered owner thereof.
v.	Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Holdings consents to the transfer of the AmerAlia Series A Interest and the Sentient LP Series A Interest to Fund III.

e. Joint Representations and Warranties. AmerAlia and Holdings represent, warrant and agree that:

i.	Each of them has delivered to Fund III: (A) the unaudited financial statements for AmerAlia & Subsidiaries, consolidated Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007, and (B) for each of (i) AmerAlia, Inc., (ii) Natural Soda Holdings, Inc., and (iii) Natural Soda, Inc. Balance Sheets and Income Statements for the years ended June 30, 2006 and June 30, 2007 and for the Quarters ended September 30, and December 31, 2007 (collectively (A) and (B) are referred to herein as the “Unaudited Statements”). In all material respects, the unaudited statements: (i) are true, accurate and complete, (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements), and (iii) present fairly the financial position and results of operations, cash flows and of changes in stockholders’ equity as of the dates and for the periods indicated, subject to normal year-end audit adjustments, which taken together are not material in amount (with materiality defined as $50,000 individually or in the aggregate).
ii.	Except as disclosed herein, none of the assets of Soda have been paid to or for the benefit of AmerAlia, Holdings, Robert van Mourik or Bill H. Gunn.
iii.	Each has disclosed all material facts related to AmerAlia, Holdings, Soda, and any of the debentures issued by Holdings, and has not failed to disclose to Fund III any material fact necessary to prevent what has been disclosed to Fund III from being misleading.
iv.	There are no defenses or counterclaims to the enforcement of any Series A Debentures, including those issued by Holdings and registered in the name of Sentient LP, and Holdings and Soda hereby waive and release any such defense or counterclaims that may exist.

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v. Neither of them has any claim, counterclaim, offset, or other right that it could possibly assert against Fund III, Sentient LP or any investor, partner, agent, officer, director, trustee, agent or other representative of Sentient LP, Fund III, or any entity or person affiliated with them.

     4. Mutual Covenants. For the benefit of each other, the parties covenant, promise, and agree that:

a.	Further Assurances. From time to time, at the request of Fund III, AmerAlia, Holdings, and or Soda will, without further consideration, execute and deliver such further instruments of conveyance, assignment, and transfer, assumption, or agreement to perform and discharge, pay, encumber or indemnify, as appropriate, in order to more effectively convey and transfer the AmerAlia Series A Interest to Fund III. From time to time, at the request of Fund III, Sentient LP will, without further consideration, execute and deliver such further instruments of conveyance, assignment, and transfer, assumption, or agreement to perform and discharge, pay, encumber or indemnify, as appropriate, in order to more effectively convey and transfer the Sentient LP Series A Interest to Fund III.
b.	Expenses. Each party will pay all his or its expenses and costs, including fees of legal counsel and accountants, incurred in connection with the execution and delivery of, and performance by it under, this Agreement.
c.	Indemnification. AmerAlia and Holdings, jointly and severally as to their and Soda’s representations, warranties and agreements, and Sentient LP, severally as to its representations, warranties and agreements, will indemnify and hold harmless Fund III and its affiliates against any and all liabilities, obligations, damages, or deficiencies resulting from any omission, misrepresentation, breach of warranty, or non-fulfillment by them or it of any agreement contained in this Agreement or in any instrument, certificate, document or agreement to be delivered as the result of the transactions contemplated hereby. Those matters are hereinafter referred to as claims. The party entitled to indemnification is referred to herein as the “indemnified party” and the party obligated to provide indemnification is referred to herein as the “indemnifying party.”
	An indemnified party shall promptly advise an indemnifying party of the existence of any claim promptly after becoming aware of such claim. Thereafter the indemnifying party may notify the indemnified party in writing of an intention and agreement to undertake the defense, settlement or other resolution of the claim. If that happens, the indemnified party shall cooperate with the indemnifying party; provided, however, (i) any expenses reasonably incurred by the indemnified party shall be paid by the indemnifying party, and (ii) if reasonably requested by the indemnified party, the indemnifying party shall provide satisfactory assurances of its ability to resolve the claim including but not limited to providing evidence of sufficient funds available to satisfy the claim.
	If the indemnifying party fails to provide the written notice and agreement described above, within ten days after notice of a claim from the indemnified party or if the indemnifying party fails to pay the expenses of or to provide assurances to the indemnified party as required above, the indemnified party may defend, settle, compromise or otherwise resolve the claim and the indemnifying party shall be responsible for damages, deficiencies, costs, expenses (including legal fees, costs and other expenses) incurred by the indemnified party in connection therewith.

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     5. Ancillary Documents. AmerAlia and Soda have delivered to Fund III the following documents:

a.	Agreement of Robert C. Woolard as Pledgee’s Agent set forth below.
b.	The Unaudited Financial Statements.
c.	Copies of resolutions of the Boards of Directors of AmerAlia, Holdings and Soda approving the execution and delivery of this Agreement and any other document, certificate or instruction contemplated by this Agreement.

     6. Security Interest. The parties intend that the transfer of the AmerAlia Series A Interest and the Sentient LP Series A Interest shall be a sale of those rights for all purposes. To the extent that it is ultimately determined that the transaction is not a sale, the AmerAlia hereby grants Fund III a security interest in the Series A Debentures owned by AmerAlia and the AmerAlia Series A Interest as collateral security for the rights of Fund III to receive the AmerAlia Series A Interest. Fund III may file financing statements to perfect this security interest and Robert Woolard agrees that he will hold the Series A Debentures registered in AmerAlia’s name to perfect the security interest contemplated by this Section. To the extent that it is ultimately determined that the transaction is not a sale, Sentient LP hereby grants Fund III a security interest in the Sentient LP Series A Interest as collateral security for the rights of Fund III to receive the Sentient LP Series A Interest. The secured party is authorized to file any financing statements it deems necessary to prefect this security interest.

     7. Miscellaneous.

a.	Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.
b.	Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior understandings, oral and written.
c.	Waiver and Modification. No waiver or modification of any term of this Agreement shall be enforceable unless it is in writing, signed by or on behalf of the party against whom such waiver or modification is asserted.
d.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute but one agreement. The parties agree that the documents being executed and faxed or sent by email to each other, followed by mailing of the executed originals by mail within three (3) business days.
e.	Survival. The representations, warranties and covenants contained in this Agreement shall survive the closing and payment of the purchase price and shall have full force and effect regardless of any investigation by or on behalf of any party hereto.
f.	Attorney’s Fees. If either party is required to engage in any proceedings, legal or otherwise, to enforce its rights under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to any other sums due, the attorneys’ fees, costs and disbursements involved in said proceedings.
g.	Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Denver, Colorado, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any

Interest Purchase Agreement — AmerAlia and Sentient LP

Page 6

	court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
	The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration clause set forth above. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.
h.	No Finder. No agent, broker or similar person is or will be entitled to any broker’s or finder’s fee in connection with the transaction contemplated by this Agreement.
i.	Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns, provided that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party.
j.	Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
k.	Notices. All notices, tender, delivery or other communications to be given shall be in writing and shall be deemed to be properly given if delivered, mailed or sent by wire or other telegraphic communication in the manner provided in this section,

Interest Purchase Agreement — AmerAlia and Sentient LP

Page 7

	If to Sentient LP or Fund III:	If to AmerAlia, Holdings or Soda:
	Sentient USA Resources Fund, L.P.		c/o AmerAlia, Inc.
	Sentient Global Resources Fund III, L.P.		Attn: Chairman
	c/o Sentient Executive MLP 1, Limited		9233 Park Meadows Drive
	P.O. Box 10795, George Town		Lone Tree, CO 80124
	Grand Cayman KY1-1007
	Cayman Islands, BWI
With copies to (which shall not constitute notice):		With copies to (which shall not constitute notice):
	Gregory A. Smith, Esq.		Michael Weiner, Esq.
	Quinn & Brooks LLP		Holland & Hart LLP
	9800 Mt. Pyramid Ct., Suite 400		8390 East Crescent Parkway
	Englewood, Colorado 80112		Suite 400
			Greenwood Village, CO 80211

Any party may change that party’s address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If sent by mail, any notice, delivery, or other communication shall be effective or deemed to have been given two (2) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by wire or other form of telegraphic communication, including facsimile transmission, or if delivered by courier or personal service, any notice, delivery or other communication shall be effective or deemed to have been given upon receipt.

[Signature Page Follows]

Interest Purchase Agreement — AmerAlia and Sentient LP

Page 8

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year described above, notwithstanding the actual date of execution.

	AMERALIA, INC		NATURAL SODA HOLDINGS, INC.
By:	/s/ Bill H. Gunn	By:	/s/ Bill H. Gunn
Name:	Bill H. Gunn	Name:	Bill H. Gunn
Title:	President	Title:	President
	NATURAL SODA, INC.	SENTIENT USA RESOURCES FUND, L.P.
		By:	Sentient Executive MLP 1,
			Limited, General Partner
By:	/s/ Bill H. Gunn	By:	/s/ Peter J. Cassidy
Name:	Bill H. Gunn	Name:	Peter J. Cassidy
Title:	President	Title:	Director
SENTIENT USA RESOURCES FUND III, L.P.
By:	Sentient Executive GP III, Limited,
	General Partner
By:	/s/ Peter J. Cassidy
Name:	Peter J. Cassidy
Title:	Director

By signing below, I represent and warrant that I am the Pledgee’s Agent pursuant to a Series A Debenture Pledge Agreement concerning Secured Series A 10% Debentures Due September 30, 2005 issued by Natural Soda Holdings, Inc., and registered in the name of AmerAlia, Inc. and I agree that: (i) the AmerAlia Series A Interest is owned beneficially and of record by Fund III, (ii) that as Pledgee’s Agent, I agree to hold all amounts received by me with respect to any Series A debentures owned by AmerAlia in trust for Fund III until the AmerAlia Series A Interest has been paid in full to Fund III, (iii) the AmerAlia Series A Interest will be paid in full before any principal or interest received with respect to the Series A Debentures issued to AmerAlia is paid to the pledgees, (iv) I have noted on the original AmerAlia Series A Debenture(s) that Fund III is the owner of the AmerAlia Series A Interest pursuant to this Agreement, and (v) I am holding the Series A Debenture(s) that is (are) the subject of the pledge also for the benefit of Fund III (thereby perfecting the security interest granted hereunder by AmerAlia to Fund III) and that I will not release or otherwise transfer possession of any Series A Debentures owned by AmerAlia and pledged to me as Pledgee’s Agent without the prior written consent of Fund III until the AmerAlia Series A Interest has been paid in full to Fund III.

/s/ Robert Woolard Robert Woolard, individually and as Pledgee’s Agent

Interest Purchase Agreement — AmerAlia and Sentient LP

Page 9

EX-99.(Z)

EXHIBIT Z

CONTRIBUTION AGREEMENT
(NSI)

     This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and among Sentient USA Resources Fund, L.P., a Delaware limited Sentient LP (“Sentient LP”), Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”), and Natural Soda, Inc., a Colorado corporation (“Natural Soda”).

RECITALS

     WHEREAS, Sentient LP owns 53.5% of the capital stock of Natural Soda and Holdings owns the remaining 46.5% of the capital stock of Natural Soda;

     WHEREAS, Natural Soda needs additional capital for its operations, including, but not limited to paying the cost of drilling an additional well; and

     WHEREAS, the parties desire that the shareholders of Natural Soda contribute $1,000,000 to Natural Soda as a capital contribution upon and subject to the terms and conditions set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Contributions. Sentient LP and Holdings hereby agree to contribute One Million and No/100 Dollars ($1,000,000), with Sentient LP to contribute $535,000 and Holdings to contribute $465,000 to the capital of Natural Soda. Natural Soda hereby accepts the forgoing contribution. The parties intend that this contribution qualify for non-recognition pursuant to the terms of the United States Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations thereunder.

     2. Investment Intent. In connection with this transaction, Sentient LP and Holdings each represent and warrant that with respect to the contribution being made by it, such contribution is for investment purposes. Sentient LP and Holdings each represent that prior to making its contribution, it has made an investigation into Natural Soda and its business and that Natural Soda has made available to it all information with respect thereto which it needed to make an informed decision to make the capital contribution referred to herein. Sentient LP and Holdings each represent that it possesses experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of making the additional capital contribution. Sentient LP and Holdings each acknowledges that no new shares will be issued to it and each understands that with respect to the shares of common stock of Natural Soda currently owned by each:

(a) That such shares have not been registered under the Securities Act of 1933 or any state securities law;

(b) That the shares cannot be transferred unless registered under the Securities Act of 1933 and applicable state securities laws, or pursuant to an exemption from such registration requirements;

(c) That it must bear the economic risk of its investment for an indefinite period of time because the shares have not been registered under the Securities Act of 1933 or any state securities laws,

Contribution Agreement (NSI) — Sentient LP and NSHI

Page 1 of 2

and, therefore, cannot be sold unless they are subsequently registered or unless exemptions from such registration requirements are available;

(d) That any certificate representing such shares may bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES PROVISIONS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE ISSUER OF EVIDENCE SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULES OR REGULATIONS PROMULGATED THEREUNDER.

     3. Further Assurances. From time to time, at the request of either party to this Agreement and without further consideration, the other party will execute and deliver to the other such documents and take such other action as the other may reasonably request in order to consummate more effectively the transactions described herein.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the date and year first written above, notwithstanding the actual date of execution.

	NATURAL SODA HOLDINGS, INC.		NATURAL SODA, INC.
By:	/s/ Bill H. Gunn	By:	/s/ Bill H. Gunn
Name:	Bill H. Gunn	Name:	Bill H. Gunn
Title:	President	Title:	President
SENTIENT USA RESOURCES FUND, L.P.
By:	Sentient Executive MLP 1, Limited,
	General Partner
By:	/s/ Peter J. Cassidy
Name:	Peter J. Cassidy
Title:	Director

Contribution Agreement (NSI) — Sentient LP and NSHI

Page 2 of 2

EX-99.(AA)

EXHIBIT AA

CONTRIBUTION AGREEMENT
(NSHI)

     This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into May 27, 2008, by and between Natural Soda Holdings, Inc., a Colorado corporation (“Holdings”) and AmerAlia, Inc., a Utah corporation (“AmerAlia”).

RECITALS

     WHEREAS, AmerAlia owns capital stock of Holdings, which owns 46.5% of the capital stock of Natural Soda, Inc. (“Natural Soda”);

     WHEREAS, Natural Soda needs additional capital for its operations, including, but not limited to paying the cost of drilling an additional well; and

     WHEREAS, the shareholders of Natural Soda have contributed $1,000,000 to Natural Soda as a capital contribution, and the funds used by Holdings for its share (i.e., $465,000) are being provided to it by AmerAlia upon and subject to the terms and conditions set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Contribution. AmerAlia hereby agrees to contribute $465,000 to the capital of Holdings (which will be used by Holdings to make a capital contribution to Natural Soda). Holdings hereby accepts the forgoing contribution. The parties intend that this contribution qualify for non-recognition pursuant to the terms of the United States Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations thereunder.

     2. Investment Intent. In connection with this transaction, AmerAlia represents and warrants that such contribution is for investment purposes. AmerAlia represents that prior to making its contribution, it has made an investigation into Holdings and its business and that Holdings has made available to it all information with respect thereto which it needed to make an informed decision to make the capital contribution referred to herein. AmerAlia represents that it possesses experience and sophistication as an investor which are adequate for the evaluation of the merits and risks of making the additional capital contribution to Holdings. AmerAlia acknowledges that no new shares will be issued to it and it understands that with respect to the shares of common stock of Holdings currently owned by AmerAlia:

(a) That such shares have not been registered under the Securities Act of 1933 or any state securities law;

(b) That the shares cannot be transferred unless registered under the Securities Act of 1933 and applicable state securities laws or pursuant to an exemption from such registration requirements;

(c) That it must bear the economic risk of its investment for an indefinite period of time because the shares have not been registered under the Securities Act of 1933 or any state securities laws, and, therefore, cannot be sold unless they are subsequently registered or unless exemptions from such registration requirements are available;

Contribution Agreement (NSHI) — AmerAlia

Page 1 of 2

(d) That any certificate representing such shares may bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES PROVISIONS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE ISSUER OF EVIDENCE SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULES OR REGULATIONS PROMULGATED THEREUNDER.

     3. Further Assurances. From time to time, at the request of either party to this Agreement and without further consideration, the other party will execute and deliver to the other such documents and take such other action as the other may reasonably request in order to consummate more effectively the transactions described herein.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the date and year first written above, notwithstanding the actual date of execution.

	NATURAL SODA HOLDINGS, INC.		AMERALIA, INC.
By:	/s/ Bill H. Gunn	By:	/s/ Bill H. Gunn
Name:	Bill H. Gunn	Name:	Bill H. Gunn
Title:	President	Title:	President

Contribution Agreement (NSHI) — AmerAlia

Page 2 of 2

EX-99.(BB)

EXHIBIT BB

PROMISSORY NOTE

$465,000.00

Issuance Date: May 27, 2008
Maturity Date: July 31, 2008

     FOR VALUE RECEIVED, AmerAlia, Inc., a Utah corporation (hereinafter “Maker”) promises to pay to the order of Sentient USA Resources Fund, L.P., a Delaware limited partnership (hereinafter designated “Holder”) at c/o The Sentient Group, 1000 de La Gauchetiere St. West, Suite 2400 Montreal, Quebec H3B 4W5 Canada , (or at the option of Holder, at such other place or places Holder shall designate in writing) in lawful money of the United States, the principal sum of Four Hundred Sixty Five Thousand and no/100 Dollars ($465,000.00) with interest thereon as described herein.

     1. Interest. The unpaid principal balance remaining unpaid from time to time shall bear interest at the rate of six per cent (6.0 %) per annum. Interest shall be compounded monthly.

     2. Use of Proceeds. Maker agrees that the entire amount of this loan will be used by NSHI solely as an additional capital contribution by it to the capital of Natural Soda Holdings, Inc., a Colorado corporation (NSHI) and in turn to be used by NSHI as a capital contribution by it to the capital of Natural Soda, Inc., a Colorado corporation, a partially owned indirect subsidiary of Maker.

     3. Maturity Date. The entire balance of the unpaid principal together with interest thereon, shall be due and payable on July 31, 2008 unless the maturity date is accelerated as provided below.

     4. Prepayment Permitted. Prepayments may be made in part or in full of principal or interest due under this Note without penalty. Any prepayments shall be credited against the final installment due under this Note and shall not affect the next installment of principal and interest.

     5. Nonmonetary Default. If (i) this Note, any guarantee hereof, the security agreement related hereto, or any other agreement, undertaking or arrangement referred to therein shall become unenforceable in accordance with its terms, or (ii) Maker or any endorser, surety or guarantor of this Note:

a. Fails, after demand, to furnish financial information or to permit inspection of any of their respective books and records;

b. Suspends business, dissolves or terminates its existence;

c. Becomes insolvent (unable to pay his, her, or its debts as they become due) or offers settlement to its creditors in lieu of such proceedings;

d. Files a voluntary petition in bankruptcy, or an involuntary petition in bankruptcy is filed against him, her, or it that is not discharged within thirty (30) days;

e. Makes an assignment for the benefit of creditors;

f. Mortgages, pledges, assigns, or transfers any assets, accounts receivable or other property, in trust or otherwise without the prior written consent of Holder;

g. Makes any representation or warranty or has made any representation or warranty which proves to be false, incorrect or misleading in any material respect regarding its business, operations, assets or financial condition, or if any report, certificate, or financial statement given to Holder shall be false or misleading in any material respect;

h. Fails to pay any of its obligations when due, whether at scheduled maturity, required prepayment, demand, acceleration, or otherwise, or fails to perform any agreement or other material obligation owed to any other party;

1

     i. If it is dissolved,

such occurrence shall be deemed to be a “non-monetary event of default” hereunder.

     6. Acceleration. Upon (i) any failure of Maker to make any payment within 5 days of when due hereunder, or (ii) the occurrence of a non-monetary event of default if said non-monetary event of default is not cured within ten (10) days of notice from Holder to the Maker, then, in the case of any such occurrence, the unpaid principal, accrued interest, and all other amounts represented by this Note, at the option of the Holder hereof, to be exercised at any time thereafter, shall be due and payable at once, without further notice or demand.

     7. Default Interest. After any default, interest shall accrue on all unpaid principal and interest at the rate of eighteen percent (18 %) per annum, compounded monthly, until such default is cured or until this Note is paid in full (the “default rate”).

     8. Conversion. Holder may convert the outstanding principal amount of this Note and all accrued but unpaid interest into shares of common stock of AmerAlia, Inc. at the rate of $0.36 per share. When issued, the shares of the Maker’s common stock issuable upon conversion of this Note will be validly issued, fully-paid and non-assessable. Upon conversion, this Note will be cancelled and no longer outstanding. By executing and delivering this Note, Maker represents and warrants that all necessary actions have been taken by the Maker to authorize the execution hereof, to grant the conversion right described herein, and to issue the required number of shares upon any exercise of the conversion right.

     9. Waiver. Each person or entity now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness hereby evidenced, for himself, herself, or itself, and its heirs, legal representatives, successors and assigns, expressly waives presentment for payment, notice of dishonor, protest, notice of protest, and diligence in collection, and consents that the time of said payments or any part thereof may be extended by the Holder hereof, without modifying, altering, releasing, affecting or limiting its respective liability.

     10. Cumulative Rights. No failure to exercise and no delay in exercising on the part of the Holder, his, her, or its successors or assigns, of any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Holder, or his, her, or its successors or assigns, shall be cumulative and in addition to all other rights provided by law.

     11. Costs and Attorney’s Fees. The Maker of this Note agrees to reimburse the Holder hereof for all reasonable costs, including attorneys’ fees incurred to collect this Note (whether a formal action is commenced or not), or any installments or principal and/or interest if not paid when due, or to enforce any of the rights of a secured party with respect to the collateral for this Note (including but not limited to the costs of retaking possession of any collateral for this Note), or to collect on any of the guarantees hereof. All amounts awarded to the Holder as part of any judgment shall bear interest at the default rate until paid in full.

     12. Consent. No extension of time for payment of all or any part of the amount owing on this Note will affect the liability of the Maker or any surety, guarantor, or endorser of this Note. The Maker and all sureties, guarantors, endorsers, severally consent to any and all extensions of time, renewals, releases of liens, waivers, and modifications that may be made by the Holder to any other party. No delay by the Holder in exercising any right under this Note will operate as a waiver of that right; nor will any single or partial exercise of any right preclude other or further exercise of the right, or the exercise of any other right under this Note or otherwise as permitted by law. Any waiver or modification will be valid only to the extent set forth in writing signed by the parties hereto.

     13. Waiver of Jury Trial. Maker and each endorser, surety or guarantor of this Note waives the right to trial by jury in any action in connection with this Note.

     14. Addresses for Notices and Payments. Except as otherwise provided, all payments, notices, tender, delivery or other communications to be given shall be in writing and shall be deemed to be properly given if delivered, mailed or sent by wire or other telegraphic communication:

2

If to Holder:	If to Maker:
Sentient USA Resources Fund, L.P.	AmerAlia, Inc.
c/o The Sentient Group	9233 Park Meadows Drive
1000 de La Gauchetiere St. West, Suite 2400	Lone Tree, CO 80124
Montreal, Quebec H3B 4W5 Canada

Either party may change that party’s address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If sent by mail, any notice, delivery, or other communication shall be effective or deemed to have been given two (2) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by wire or other form of telegraphic communication, including facsimile transmission, or if delivered by courier or personal service, any notice, delivery or other communication shall be effective or deemed to have been given upon receipt.

     15. Applicable Law. This Note shall be governed by and construed and enforced in accordance with the provisions of the laws of the State of Colorado. The federal and state courts in the State of Colorado shall have exclusive jurisdiction to adjudicate any dispute arising out of this Note. Maker hereby expressly consents to personal jurisdiction of said courts.

     16. Business Purposes. The obligation represented by this Note is for commercial purposes only and is not for personal, family or household purposes.

     17. Interest Limitation. Interest payable under this Note and other amounts which would be considered to be interest or other charge for the use or loan of money shall never exceed the highest rate allowed by law. If the interest or other charges collected or to be collected in connection with the loan evidenced hereby exceed the permitted limits, then: (i) any such interest or loan charge shall be reduced by the amount necessary to reduce the amount charged to the permitted limit, and (III) any sums already collected from Maker which exceed the permitted limits will be refunded or used to reduce other amounts payable hereunder.

     18. Registered Obligation. This note is registered with the Maker as to both the principal amount and any interest payable hereunder and may be transferred by the Holder to any third person only by surrendering the original note to the Maker and the issuance by the Maker of a new obligation to the transferee, as required under Section 1.871-14(c) of the Treasury Regulations promulgated under the United States Internal Revenue Code.

MAKER:
AmerAlia, Inc.

By: /s/ Bill H. Gunn   Bill H. Gunn, President

3

EX-99.(CC)

EXHIBIT CC

PROMISSORY NOTE EXTENSION AGREEMENT

     This Promissory Note Extension Agreement is entered into this 27th day of May, 2008, to be effective as of December 31, 2007 and is by and between Sentient USA Resources Fund II, L.P., a Delaware limited partnership (“Sentient II LP”) and AmerAlia, Inc., a Utah corporation (“AmerAlia”).

BACKGROUND STATEMENTS

     Sentient II LP and AmerAlia are the holder and the maker, respectively, of a Promissory Note, dated August 24, 2007 and due December 31, 2007, in the amount of $350,000 (the Promissory Note”);

AGREEMENT

     The parties wish to extend the maturity date of the Promissory Note to July 31, 2008.

     Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	The maturity date of the Promissory Note is hereby extended from December 31, 2007 to July 31, 2008.
2.	Except as modified hereby, the Promissory Note is unmodified and in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date and year described above, notwithstanding the actual date of execution.

	AMERALIA, INC	SENTIENT USA RESOURCES FUND II, L.P.
		By:	Sentient Executive MLP 1, Limited,
			General Partner
By:	/s/ Bill H. Gunn	By:	/s/ Peter J. Cassidy
Name:	Bill H. Gunn	Name:	Peter J. Cassidy
Title:	President	Title:	Director

EX-99.(DD)

EXHIBIT DD

GENERAL RELEASE

     This General Release (“General Release”) is being executed and delivered on May 27, 2008 to be effective as of December 31, 2007, by and among AmerAlia, Inc., a Utah corporation (“AmerAlia”), Natural Soda Holdings, Inc., a Colorado corporation (“NSHI”), Natural Soda, Inc., a Colorado corporation (“NSI”), Robert van Mourik (“van Mourik”), and Bill H. Gunn (“Gunn”)(AmerAlia, NSHI, NSI, van Mourik and Gunn are referred to herein as the “AmerAlia Parties”) and is for the benefit of Sentient Global Resources Fund I, LP (“Fund I”), Sentient Global Resource Trust No. I (“Trust I”), Sentient USA Resources Fund, L.P. (“Sentient LP ”), Sentient USA Resources Fund II, L.P. (“Sentient II LP”) (Sentient LP, Trust I, Fund I, and Sentient II LP are referred to herein as the “Sentient Parties”).

Recitals

     WHEREAS, Sentient LP’s predecessors in interest (Fund I and Trust I) purchased several million dollars worth of secured debentures from NSHI, the payment of which was guaranteed by NSI;

     WHEREAS, Sentient LP has converted some of the secured debentures into 53.5% of the capital stock of NSI;

     WHEREAS, Sentient II LP has acquired from the Jacqueline Badgers Mars Trust, shares of AmerAlia and several unsecured promissory notes or debentures issued by AmerAlia and/or NSHI;

     WHEREAS, Sentient LP and Sentient II LP have had discussions with AmerAlia, NSHI and NSI concerning a restructuring of all the secured and unsecured debt owed by AmerAlia and NSHI and the equity of NSI owned by Sentient LP and Sentient II LP, but the inability of AmerAlia to complete the audits of its books for the prior two fiscal year and to make filings required by the United States Securities and Exchange Commission have prevented those discussions from proceeding;

     WHEREAS, AmerAlia and NSI have asked Sentient LP to provide NSI with additional funds so that it can increase its working capital and Sentient LP is willing to purchase the Secured Series A 10% Debentures Due September 30, 2005 together with interest thereon owned by NSI, pursuant to the terms of a Debenture Purchase Agreement (the “Purchase Agreement”);

     WHEREAS, Sentient LP does not want to close the Purchase Agreement and then find out that one or more of the AmerAlia parties has claims he or it believes can be asserted against Sentient LP or any of its affiliates and has agreed to close the Purchase Agreement only if this General Release is executed and delivered;

     WHEREAS, van Mourik and Gunn have a substantial financial interest in having AmerAlia survive as each claims he is owed substantial amounts by AmerAlia, each owns stock of AmerAlia, and each claims to have options to acquire additional shares of stock of AmerAlia and each will indirectly benefit from the closing of the Purchase Agreement;

     WHEREAS, the AmerAlia Parties intend to waive and release all claims they or any of them has against the Sentient Parties and the AmerAlia Parties; and

     WHEREAS, notwithstanding the provisions of the preceding Recital, the parties to this General Release do not intend to release any of the Retained Rights (defined below).

General Release — Purchase Agreement

Agreement

     In consideration of the recitals, the covenants contained herein and in the Purchase Agreement, and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties hereby covenant and agree as follows:

     1. Releases; Retained Rights.

          (a) Except for the Retained Rights, the AmerAlia Parties for themselves and each person under AmerAlia Parties’ direct or indirect control, hereby generally, irrevocably, unconditionally and completely release and forever discharge each of the Sentient Parties and each of their Associated Parties (specifically including, but not limited to, Peter Cassidy, Mark Jackson, Sentient Resources USA, Inc., and Sentient Asset Management USA, Inc.) from, and the AmerAlia Parties hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims.

          (b) Except for the Retained Rights, van Mourik and Gunn for themselves and each person under the each of their direct or indirect control, hereby generally, irrevocably, unconditionally and completely release and forever discharge each of AmerAlia, NSHI and NSI and each of their Associated Parties from, and van Mourik and Gunn hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims.

          (c) AmerAlia, NSHI, NSI, van Mourik and Gunn each generally, irrevocably, unconditionally and completely release, waive, and relinquish any and all rights of contribution, exoneration or any other similar right or claim to cause AmerAlia, NSHI, or NSI to pay or reimburse any amounts owed by AmerAlia, NSHI, NSI, van Mourik or Gunn to any of the Sentient Parties or any of their Associated Parties as a result of this Release.

          (d) Nothing in this General Release, including the releases set forth in Sections 1(a), 1(b) and 1(c) above, is intended to or shall be construed as a release, acquittal, discharge, covenant not to sue or indemnity of any and all claims related to or arising from the Retained Rights.

     2. Definitions.

          (a) The term “Associated Parties” when used herein shall mean and include: (i) the named party’s predecessors, successors, executors, administrators, heirs and estate; (ii) the named party’s past, present and future assigns, shareholders, direct and indirect parents, subsidiaries and affiliates, and all of their officers, directors, attorneys or legal representatives, agents and representatives; (iii) each entity that the named party has the power to bind (by the named party’s acts or signature) or over which the named party directly or indirectly exercises control; and (iv) each entity of which the named party owns, directly or indirectly, at least 50% of the outstanding equity, beneficial, proprietary, ownership or voting interests.

          (b) The term “Claims” shall mean and include all past, present and future disputes, claims, controversies, demands, rights, rights to appeal, liens, allegations, obligations, liabilities, actions and causes of action of every kind and nature (whether in law or equity), including: (i) any unknown, unsuspected or undisclosed claim; (ii) any claim or right that may be asserted or exercised by a Releasor in Releasor’s capacity as a stockholder, director, officer or employee or in any other capacity; and (iii) any claim, counterclaim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement.

          (c) The term “Releasee” means each party named in Section 1 as being generally, irrevocably, unconditionally and completely released and forever discharged.

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          (d) The term “Released Claims” shall mean and include each and every Claim that (i) Releasor or any person under the direct or indirect control of the Releasor may have had in the past, may now have or may have in the future against any of the Releasees or any Associated Party of the Releasee, and (ii) has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the date of this General Release. Notwithstanding the breadth of the definition of Claims and Released Claims, the parties do not intend to include any of the Retained Rights as part of the Released Claims.

          (e) The term “Releasor” means each party named in Section 1 as generally, irrevocably, unconditionally and completely releasing and forever discharging one or more Releasees.

          (f) The term “Retained Rights” shall mean and include: (i) any rights or obligations arising under this General Release, (ii) any rights or obligations arising under the Purchase Agreement, (iii) rights under the Collateral Holding and Liquidation Agreement, (iv) rights under the Securityholders Agreement (v) rights of indemnification under AmerAlia’s, NSHI’s and NSI’s charter documents and (vi) rights under the stock options and written obligations reflected on the financial statements of AmerAlia, NSHI and NSI which have been delivered to the Sentient Parties prior to the execution and delivery of this Release (e.g., rights as holders of debentures, notes, stock options and accrued but unpaid compensation). The parties have agreed that if Sentient or any of its affiliates pursues any claim against one or more of the AmerAlia Parties then this release shall not be enforceable against the person against which the claim is filed; excluding any claim to protect, foreclose, acquire possession of, or otherwise realize the benefits of any collateral for any obligations owed to any Sentient Party or its predecessor in interest and any party for whom a Sentient Party acts as a collateral or disbursing agent.

     3. Representations and Warranties. Each Releasor represents and warrants that:

          (a) No promise, representation, inducement, or agreement that is not expressed in this General Release has been made to any of the Releasors; none of the Releasors is relying on any promise, representation, inducement, or agreement in entering into this General Release except as expressly set forth in this General Release; and each of the Releasors has consulted with counsel of its own choosing prior to entering into this General Release and knowingly and freely enters this General Release without duress;

          (b) Releasor has not assigned, transferred, conveyed or otherwise disposed of any of its Released Claims against any of the Releasees, or any direct or indirect interest in any such Released Claims, in whole or in part;

          (c) to the best of the Releasor’s knowledge, no other person or entity has any interest in any of its Released Claims;

          (d) no person under the direct or indirect control of Releasor has or had any Claim against any of its Releasees or their Associated Parties;

          (e) no person under the direct or indirect control of Releasor will in the future have any Claim against its Releasees or their Associated Parties that arises directly or indirectly from or relates directly or indirectly to any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or before the date of this General Release;

          (f) this General Release has been duly and validly executed and delivered by Releasor;

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          (g) this General Release is a valid and binding obligation of the Releasor and persons under its direct or indirect control, and is enforceable against Releasor and each person under the Releasor’s control in accordance with its terms;

          (h) there is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or before any court, tribunal, governmental body, governmental agency or arbitrator pending or, to the best of the knowledge of Releasor, threatened against Releasor or any person under Releasor’s direct or indirect control that challenges or would challenge the execution and delivery of this General Release or the taking of any of the actions required to be taken by Releasor under this General Release;

          (i) neither the execution and delivery of this General Release nor the performance hereof will (i) result in any violation or breach of any agreement or other instrument to which Releasor or any person under Releasor’s direct or indirect control is a party or by which Releasor or any person under Releasor’s direct or indirect control is bound, or (ii) result in a violation or any law, rule, regulation, treaty, ruling, directive, order, arbitration award, judgment or decree to which Releasor or any person under Releasor’s direct or indirect control is subject; and

          (j) the persons executing this General Release on behalf of the Releasors have full and complete authority to do so, and to make and give the promises, releases and covenants set forth in this General Release and no authorization, instruction, consent or approval of any person or entity is required to be obtained by Releasor or any person under Releasor’s direct or indirect control in connection with the execution and delivery of this General Release or the performance hereof.

     4. Indemnification. Without in any way limiting any of the rights or remedies otherwise available to any Releasee, each Releasor, severally, shall indemnify and hold harmless each Releasee against and from any loss, damage, injury, harm, detriment, lost opportunity, liability, exposure, claim, demand, settlement, judgment, award, fine, penalty, tax, fee, charge or expense (including attorneys’ fees) that is directly or indirectly suffered or incurred at any time by such Releasee, or to which such Releasee otherwise becomes subject at any time, and that arises directly or indirectly out of or by virtue of, or relates directly or indirectly to, (a) any failure on the part of Releasor to observe, perform or abide by, or any other breach of, any restriction, covenant, obligation, representation, warranty or other provision contained herein, or (b) the assertion or purported assertion of any of the Released Claims by Releasor or any of Releasor’s Associated Parties.

     5. Miscellaneous.

          (a) This General Release sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings among or between the Releasor and any of the Releasees relating to the subject matter hereof. No modification of this General Release shall be binding, unless evidenced in writing and signed by an authorized representative of the person against which such modification is being asserted. No breach of any provision of this General Release can be waived except in writing. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof.

          (b) If any provision of this General Release or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under

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such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) such invalidity or enforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this General Release. Each provision of this General Release is separable from every other provision of this General Release, and each part of each provision of this General Release is separable from every other part of such provision.

          (c) This General Release shall be construed in accordance with, and governed in all respects by, the laws of the State of Colorado (without giving effect to principles of conflicts of laws).

          (d) Any dispute, controversy, or claim arising under this General Release, including alleged breaches hereof and defaults hereunder, shall be resolved by arbitration in accordance with the comprehensive arbitration rules and procedures of JAMS then in effect. Arbitration proceedings shall be held in Denver, Colorado, or some other mutually acceptable location, and arbitration awards may be enforced in any court of competent jurisdiction. Arbitration shall be conducted by a single arbitrator selected by the parties who shall be qualified by training and experience to pass upon the matter of the dispute and shall not have to power to add to, ignore or modify any term or condition of this Agreement. In the event the parties are unable to agree upon a single arbitrator within a thirty (30) day period, the arbitrator shall be selected by JAMS. The arbitration decision shall not go beyond what is necessary for the interpretation and application of this Agreement and shall be in writing and shall set forth findings of fact and conclusions of law, as appropriate, supported by a reasoned opinion. The cost of such arbitration shall be borne as determined by the arbitrator; provided however, each party shall bear the costs of preparing and presenting its own case.

          (e) This General Release may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

          (f) Releasor shall execute and/or cause to be delivered to each Releasee such instruments and other documents, and shall take such other actions, as such Releasee may reasonably request for the purpose of carrying out or evidencing any of the actions contemplated by this General Release.

          (g) If any legal action or other legal proceeding relating to this General Release or the enforcement of any provision hereof is brought by Releasor or any Releasee, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements to the extent actually incurred (in addition to any other relief to which the prevailing party may be entitled).

          (h) This General Release shall inure to the benefit of the Releasees and their Associated Parties, their successors, representatives, agents, officers, directors, employees and assigns and shall be effective with respect to, and binding upon and enforceable against the Releasors and their Associated Parties.

          (i) Whenever required by the context, the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

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          (j) Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this General Release.

          (k) As used in this General Release, the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation.”

[SIGNATURE PAGE FOLLOWS]

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     In Witness Whereof, the parties have caused this General Release to be executed as of the date first above written.

	AMERALIA, INC	NATURAL SODA HOLDINGS, INC.
By:	/s/ Bill H. Gunn	By:	/s/ Bill H. Gunn
Name:	Bill H. Gunn	Name:	Bill H. Gunn
Title:	President	Title:	President
	NATURAL SODA, INC.	SENTIENT USA RESOURCES FUND II, L.P.
		By:	Sentient Executive MLP 1,
			Limited, General Partner
By:	/s/ Bill H. Gunn	By:	/s/ Peter J. Cassidy
Name:	Bill H. Gunn	Name:	Peter J. Cassidy
Title:	President	Title:	Director
SENTIENT USA RESOURCES FUND, L.P.
By:	Sentient Executive MLP 1,
	Limited, General Partner
By:	/s/ Peter J. Cassidy
Name:	Peter J. Cassidy
Title:	Director
	/s/ Robert van Mourik		/s/ Bill H. Gunn
	Robert van Mourik,		Bill H. Gunn, individually
	individually

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EX-99.(EE)

EXHIBIT EE

FILING AGREEMENT DATED TO BE EFFECTIVE MAY 27, 2008
REGARDING JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree that:

(i) Each is eligible to use the Schedule 13D attached hereto;

(ii) The attached Schedule 13D is filed on behalf of each of the undersigned; and

(iii) Each of the undersigned is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy if the information concerning the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate.

Sentient USA Resources Fund, L.P.		Sentient Global Resources Trust No. 1
By:	Sentient Executive MLP1, Limited,	By:	Sentient (Aust) Pty. Limited,
	General Partner			As Trustee
By:	/s/ Mark Jackson	By:		/s/ Peter Cassidy
	Mark Jackson, Director			Peter Cassidy, Director
Date:	June 6, 2008	Date:		June 6, 2008
Sentient Executive MLP1, Limited,		Sentient (Aust) Pty. Limited
By:	/s/ Mark Jackson	By:		/s/ Peter Cassidy
	Mark Jackson, Director			Peter Cassidy, Director
Date:	June 6, 2008	Date:		June 6, 2008
Sentient Global Resources Fund I, L.P.		MGH Limited
By:	Sentient GP I, L.P., General Partner
By:	Sentient Executive GP I, Limited,
	General Partner
By:	/s/ Mark Jackson	By:		/s/ Peter Cassidy
	Mark Jackson, Director			Peter Cassidy, Director
Date:	June 6, 2008	Date:		June 6, 2008

Filing Agreement - June 6, 2008

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Sentient GP I, L.P
By:	Sentient Executive GP I, Limited,
	General Partner
By:	/s/ Mark Jackson Mark Jackson
	Mark Jackson Mark Jackson, Director
Date:	June 6, 2008
Sentient Executive GP I, Limited
By:	/s/ Mark Jackson
	Mark Jackson, Director
Date:	June 6, 2008
Sentient USA Resources Fund II, L.P.		Sentient Global Resources Fund II, L.P.
By:	Sentient Executive MLP1, Limited,	By:	Sentient GP II, L.P., General Partner
	General Partner	By:	Sentient Executive GP II, Limited,
			General Partner
By:	/s/ Mark Jackson	By:	/s/ Peter Cassidy
	Mark Jackson, Director		Peter Cassidy, Director
Date:	June 6, 2008		Date: June 6, 2008
Sentient Global Resources Trust II		Sentient GP II, L.P.
By:	Sentient Executive GP II, Limited, as	By:	Sentient Executive GP II, Limited,
	custodian for the Trustee		General Partner
By:	/s/ Peter Cassidy	By:	/s/ Peter Cassidy
	Peter Cassidy, Director		Peter Cassidy, Director
Date:	June 6, 2008	Date:	June 6, 2008
Sentient Executive GP II, Limited
By:	/s/ Peter Cassidy
	Peter Cassidy, Director
Date:	June 6, 2008

Filing Agreement - June 6, 2008

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