Unassociated Document


    Exhibit
10.2

    


    CONTRIBUTION
AGREEMENT

    


    CONTRIBUTION AGREEMENT dated November
5, 2009 (this “Agreement”),
by and among, SMSA El Paso II Acquisition Corp., a Nevada corporation (the
“Company”),
Michael Campbell (the “Purchaser”)
and Mr. Gerard Pascale (the “Contributing
Party”).

    


    BACKGROUND

    


    On or about the date hereof, the
Company has entered into a Share Purchase Agreement with the Purchaser pursuant
to which the Purchaser acquired 20 million shares  (the “Shares”)
of the Company’s common stock (the “Share Purchase
Transaction”).

    


    It is a condition precedent to the
consummation of the Share Purchase Transaction that the Contributing Party enter
into this Agreement, which will effectuate the contribution of 3,000,000 shares
of the common stock, par value $.001 per share, of the Company held by the
Contributing Party (the “Subject
Shares”) to the Company for cancellation.  The Contributing
Party is entering into this Agreement to, among other things, induce the
Purchaser to enter into the Share Purchase Transaction and the Contributing
Party acknowledges that the Purchaser would not consummate the transactions
contemplated by the Share Purchase Transaction unless the transactions
contemplated hereby are effectuated in accordance herewith.

    


    AGREEMENT

    


    NOW, THEREFORE, in consideration of the
mutual promises herein contained and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

    


    1. Contribution of Subject
Shares and Consideration.  The Contributing Party hereby
contributes to the capital of the Company all of his right title and interest in
and to the Subject Shares. The Contributing Party hereby authorizes the Company
to instruct Securities Transfer Corporation, the Company’s transfer agent, to
effect the cancellation of the Subject Shares such that the Subject Shares will
no longer be outstanding on the stock ledger of the Company and such that the
Contributing Party shall no longer have any interest in the Subject Shares
whatsoever.

     

    2. Representations by the
Contributing Party.

     

    (a) The
Contributing Party owns the Subject Shares, of record and beneficially, free and
clear of all liens, claims, charges, security interests, and encumbrances of any
kind whatsoever.  The Contributing Party has sole control over the
Subject Shares or sole discretionary authority over any account in which they
are held.  Except for this Agreement, no person has any option or
right to purchase or otherwise acquire the Subject Shares, whether by contract
of sale or otherwise, nor is there a “short position” as to the Subject
Shares.

     

    (b) The
Contributing Party has full right, power and authority to execute, deliver and
perform this Agreement and to carry out the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by the Contributing Party and constitutes a valid, binding obligation
of the Contributing Party, enforceable against it in accordance with its terms
(except as such enforceability may be limited by laws affecting creditor's
rights generally).

     

    3. Further
Assurances.  Each party to this Agreement will use his or its
best efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including the execution and delivery of such
other documents and agreements as may be necessary to effectuate the
cancellation of the Subject Shares).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Amendment and
Waiver.  Any term, covenant, agreement or condition of this
Agreement may be amended, with the written consent of the Company and the
Contributing Party, or compliance therewith may be waived (either generally or
in a particular instance and either retroactively or prospectively), by one or
more substantially concurrent written instruments signed by the Company and the
Contributing Party.

     

    5. Survival of Agreements,
Representations and Warranties, etc.  All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.

     

    6. Successors and
Assigns.  This Agreement shall bind and inure to the benefit of
and be enforceable by the Company and the Contributing Party, and their
respective successors and assigns.

     

    7. Governing
Law.  This Agreement (including the validity thereof and the
rights and obligations of the parties hereunder and thereunder) and all
amendments and supplements hereof and thereof and all waivers and consents
hereunder and thereunder shall be construed in accordance with and governed by
the internal laws of the State of New York without regard to its conflict of
laws rules, except to the extent the laws of Nevada are mandatorily
applicable.

     

    8. Miscellaneous.  This
Agreement embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof.  In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.  This Agreement may be executed in any number of counterparts
and by the parties hereto on separate counterparts but all such counterparts
shall together constitute but one and the same instrument.  This
Agreement may be reproduced by any electronic, photographic, photo static,
magnetic, microfilm, microfiche, microcard, miniature photographic, facsimile or
other similar process and the original thereof may be destroyed.  The
parties agree that any such reproduction shall, to the extent permitted by law,
be as admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not the reproduction was made in the regular course of business) and
that any enlargement, facsimile or further reproduction shall likewise be
admissible in evidence.  Facsimile execution and delivery of this
Agreement is legal, valid and binding execution and delivery for all
purposes.

     

    [Signature Page
Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.

     

     

     

    
      
        	 	SMSA El Paso II
      Acquisition Corp.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gerard Pascale	 
	 	Name:  Gerard
      Pascale	 
	 	Title:    President	 
	 	 	 
	 	 	 	 
	 	
                  /s/
      Gerard Pascale

              	 
	 	
                 Gerard
      Pascale

              	 
	 	 	 
	 	 	 
	 	Purchaser	 
	 	 	 
	 	 	 
	 	
                 /s/
      Michael Campbell

              	 
	 	
                 Michael
      Campbell

              	 


      

       

      
        
           

        

        
          
            [Signature Page to Contribution
Agreement]