Unassociated Document


    Exhibit
10.4

    


    ESCROW
AGREEMENT

     

    This Escrow Agreement, dated as of
November 5, 2009 (this “Agreement”), is entered into
by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the
“Company”), Michael
Campbell, an individual residing in Tustin, California (the “Escrowing Party”), Halter
Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer
Corporation, with its principal offices located at 2591 Dallas Parkway, Suite
102, Frisco, TX 75034 (the “Escrow Agent”).

     

    WITNESSETH:

    


    WHEREAS, the Escrowing Party is the
holder of 20 million shares  (the “Escrowed Shares”) of the
Company’s common stock, par value $.001 per share, and

    


    WHEREAS, pursuant to the terms of that
certain Advisory Agreement, dated as of even date, and entered into by the
Company and HFG, a copy of which is attached hereto as Exhibit “A”, the Company is
obligated to pay to HFG the amount of $250,000 (the “Fee”) on or before December
15, 2009 (the “Payment
Date”); and

    


    WHEREAS, to secure the payment of the
Fee the Escrowing Party desires to deposit the Escrowed Shares with the Escrow
Agent, to be held in escrow until their release in accordance with the terms
hereof; and

    


    WHEREAS, Escrow Agent is willing to
hold the Escrowed Shares in escrow subject to the terms and conditions of this
Agreement.

    


    NOW, THEREFORE, in consideration of the
mutual promises herein contained and intending to be legally bound, the parties
hereby agree as follows:

    


    1.           
Appointment of Escrow
Agent.  The Company, the Escrowing Party and HFG hereby appoint
Escrow Agent as escrow agent in accordance with the terms and conditions set
forth herein and the Escrow Agent hereby accepts such appointment.

    


    2.           
Delivery of the
Escrowed Shares.  On the date hereof, the Escrowing Party shall
deliver to the Escrow Agent a stock certificate evidencing the Escrowed Shares
along with a Medallion Guaranteed Stock Power executed in blank.

    


    3.           
Escrow Agent to Hold
and Disburse Escrowed Shares.  The Escrow Agent will hold and
disburse the Escrowed Shares pursuant to the terms of this Agreement, as
follows:

    


    3.1           Upon
receipt of written evidence from a third party bank or written confirmation from
HFG that the Fee was paid prior to the Payment Date, the Escrow Agent shall
release the Escrowed Shares to the Escrowing Party.

    


    3.2           In
the event the Escrow Agent does not receive evidence of payment of the Fee prior
to the Payment Date, the Escrow Agent shall deliver the Escrowed Shares to HFG
upon the receipt of written instruction from HFG requesting the delivery of
same. If HFG receives the Escrowed Shares, SMSA shall return to the Escrowing
Party the amount of $20,000 representing the amount paid by the Escrowing Party
for the Escrowed Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     The parties also authorizes the
Escrow Agent, if it receives conflicting claims to the Escrowed Shares, to
interplead all interested parties in any court of competent jurisdiction and to
deposit the Escrowed Shares with the clerk of that court and thereupon the
Escrow Agent shall be fully relieved and discharged of any further
responsibility hereunder to the parties from which they were
received.

     

    4.           
Exculpation and
Indemnification of Escrow Agent.

    


    4.1           The
Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein.  The Escrow Agent shall have no duty to enforce any
obligation of any person other than itself to make any payment or delivery, or
to direct or cause any payment or delivery to be made, or to enforce any
obligation of any person to perform any other act.  The Escrow Agent
shall be under no liability to the other parties hereto or anyone else, by
reason of any failure, on the part of any other party hereto or any maker,
guarantor, endorser or other signatory of a document or any other person, to
perform such person’s obligations under any such document.  Except for
amendments to this Agreement referenced below, and except for written
instructions given to the Escrow Agent relating to the Escrowed Shares, the
Escrow Agent shall not be obligated to recognize any agreement between or among
any of the parties hereto, notwithstanding that references hereto may be made
herein and whether or not it has knowledge thereof.

    


    4.2           The
Escrow Agent shall not be liable to the parties hereto or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report, or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained), which is
believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons.  The Escrow Agent shall not be bound by any
of the terms thereof, unless evidenced by written notice delivered to the Escrow
Agent signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall give its prior written consent
thereto.

    


    4.3           The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the
form, or of the execution, validity, value or genuineness of, any document or
property received, held or delivered to it hereunder, or of any signature or
endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable to the
other parties hereto, or to anyone else in any respect on account of the
identity, authority or rights, of the person executing or delivering or
purporting to execute or deliver any document or property or this Agreement. The
Escrow Agent shall have no responsibility with respect to the use or application
of the Escrowed Shares pursuant to the provisions hereof.

     

    
      
         

      

      
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    4.4           The
Escrow Agent shall have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or an event, by
reason of which an action would or might be taken by the Escrow Agent, does not
exist or has not occurred, without incurring liability to the other parties
hereto or to anyone else for any action taken or omitted to be taken or omitted,
in good faith and in the exercise of its own best judgment, in reliance upon
such assumption.

    


    4.5           The
Escrow Agent will be indemnified and held harmless by the other parties hereto
from and against all expenses, including all reasonable counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or proceedings involving any claim, or in connection with any claim
or demand, which in any way, directly or indirectly, arises out of or relates to
this Agreement, the services of the Escrow Agent hereunder, except for claims
relating to gross negligence or willful misconduct by Escrow Agent or breach of
this Agreement by the Escrow Agent, or the property held by it
hereunder.

    


    4.6           For
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Escrow Agent, and all costs and expenses, including, but not
limited to, reasonable counsel fees and disbursements, paid or incurred in
investigating or defending against any such claim, demand, action, suit or
proceeding.

    


    5.           
Termination of
Agreement and Resignation of Escrow Agent.

    


    5.1           This
Agreement shall terminate upon disbursement of all of the Escrowed
Shares.

    


    5.2           The
Escrow Agent may resign at any time and be discharged from its duties as Escrow
Agent hereunder by giving the other parties at least five (5) business days
written notice thereof (the “Notice
Period”).  Upon providing such
notice, the Escrow Agent shall have no further obligation hereunder except to
hold as depositary the Escrowed Shares that it receives until the end of such
five Business Day period.  In such event, the Escrow Agent shall not
take any action until the Company has designated a banking corporation, trust
company, attorney or other person as successor. As soon as practicable after its
resignation, the Escrow Agent shall, if it receives notice from the Company
within the Notice Period, turn over to a successor escrow agent appointed by the
Company all Escrowed Shares upon presentation of the document appointing the new
escrow agent and its acceptance thereof.

     

    
      
         

      

      
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    6.           
Compensation.  HFG
shall pay a documentation fee to the Escrow Agent of $10.00.

    


    7.           
Representations of
HFG.   HFG hereby represents and warrants to Escrowing
Party that as of the date that Escrowing Party acquired the Escrowed Shares from
the Company, the Company had no assets and no liabilities, and that all amounts
owed to HFG and its affiliates as reflected in the Company’s periodic reports as
filed with the U.S. Securities and Exchange Commission have been forgiven as a
result of the contribution of same to the paid in capital of the Company. This
representation and warranty shall survive for a period of twelve months
following the date of the release of the Escrowed Shares to Escrowing
Party.

    


    8.           
Notices.  All
notices, requests, demands, and other communications provided herein shall be in
writing, shall be delivered by hand or by first-class mail, shall be deemed
given when received and shall be addressed to parties hereto at their respective
addresses first set forth on the signature page hereof.

    


    9.           
Consent to Service of
Process.  The parties hereby irrevocably consent to the
jurisdiction of the courts of the State of New York and of any Federal court
located in such state in connection with any action, suit or proceedings arising
out of or relating to this Agreement or any action taken or omitted hereunder,
and waives personal service of any summons, complaint or other process and
agrees that the service thereof may be made by certified or registered mail
directed to it at the address listed on the signature page hereof.

    


    10.           
Miscellaneous.

    


    10.1           This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing such instrument to be
drafted.  The terms “hereby,” “hereof,” “hereunder,” and any similar
terms, as used in this Agreement, refer to the Agreement in its entirety and not
only to the particular portion of this Agreement where the term is
used.  The word “person” shall mean any natural person, partnership,
corporation, government and any other form of business of legal
entity.  All words or terms used in this Agreement, regardless of the
number or gender in which they were used, shall be deemed to include any other
number and any other gender as the context may require.  This
Agreement shall not be admissible in evidence to construe the provisions of any
prior agreement.

    


    10.2           This
Agreement and the rights and obligations hereunder of the parties to this
Agreement may not be assigned.  This Agreement shall be binding upon
and inure to the benefit of each party’s respective successors, heirs and
permitted assigns.  No other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement may not be changed orally
or modified, amended or supplemented without an express written agreement
executed by the Escrow Agent and the Escrowing Parties.  This
Agreement is intended to be for the sole benefit of the parties hereto and their
respective successors, heirs and permitted assigns, and none of the provisions
of this Agreement are intended to be, nor shall they be construed to be, for the
benefit of any third person.

     

    
      
         

      

      
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    10.3           This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party.  The headings in this Agreement are
for purposes of reference only and shall not limit or otherwise affect any of
the terms thereof.

    


    11.           Execution of
Counterparts.  This Agreement may be executed in a number of
counterparts, by facsimile, each of which shall be deemed to be an original as
of those whose signature appears thereon, and all of which shall together
constitute one and the same instrument.  This Agreement shall become
binding when one or more of the counterparts hereof, individually or taken
together, are signed by all the parties.

    


    


    IN WITNESS WHEREOF, the parties have
executed and delivered this Agreement on the day and year first above
written.

    


    


    ESCROW
AGENT:

    


    SECURITIES
TRANSFER CORPORATION

    Securities
Transfer Corporation

    2591
Dallas Parkway, Suite 102

    Frisco,
TX 75034

    Telephone:
(469) 033-0101

    Attention:
Kevin B. Halter Jr.

    Telephone:
(972) 963-0001 Fax: (469) 633 0088

    Email
kevinjr@stctransfer.com

    


    


    By:   /s/ Kevin
B. Halter Jr.

       Kevin
B. Halter Jr., President

     

    


    HFG:

     

    Halter
Financial Group, L.P.

     

     

    By:   /s/
Timothy P. Halter 

    Timothy
P. Halter, Chairman

     

    
      
         

      

      
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COMPANY:

     

     

    
       
SMSA
El Paso II Acquisition Corp.

    

     

    


    
       
By:            /s/
Michael
Campbell       

    

    
       
      Name:
Michael Campbell

    

    
       
      Title:   President

    

    


    


    


    
       
ESCROWING
PARTY:

    

    


    
       
By:             /s/
Michael Campbell      

    

    
       
      Name:  Michael
Campbell

    

     

    
      
         

      

      
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