Unassociated Document


    Exhibit
10.3

     

    ADVISORY
AGREEMENT

     

    THIS
ADVISORY AGREEMENT (“Agreement”) is made and entered into on this the 5th day of
November 2009, by and between Halter Financial Group, L.P. (“HFG”) and SMSA El
Paso II Acquisition Corp, a Nevada corporation (the “Company”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company desires to engage HFG to provide certain advisory and consulting
services as specifically enumerated below commencing as of the date hereof
related to Combination Transaction and the Post-Transaction Period (each as
hereinafter defined), and HFG is willing to be so engaged;

     

    NOW,
THEREFORE, for and in consideration of the covenants set forth herein and the
mutual benefits to be gained by the parties hereto, and other good and valuable
consideration, the receipt and adequacy of which are now and forever
acknowledged and confessed, the parties hereto hereby agree and intend to be
legally bound as follows:

     

    1.           Retention. As of the
date hereof, the Company hereby retains and HFG hereby agrees to be retained as
the Company’s advisor during the term of this Agreement.  The Company
acknowledges that HFG shall have the right to engage third parties to assist it
in its efforts to satisfy its obligations hereunder.  In its capacity
as an advisor to the Company, HFG will:

     

    
      	
               
      

            	
              A.

            	
              Going
      Public Transaction. HFG shall assist the Company in identifying
      possible merger candidates and evaluating the manner of effecting a
      combination transaction (a “Combination Transaction”) with a private
      corporation that is seeking to effect a combination transaction with a
      public shell corporation.

            


    

     

    
      	
               
      

            	
              B.

            	
              Post
      Transaction Period

            


    

     

    Upon consummation of the Combination
Transaction, HFG agrees to:

     

    (i)           provide
assistance and guidance in the preparation and assembly of application materials
for the listing of the Company’s common capital stock on a national exchange or
quotation medium that may include, but shall not necessarily be limited to the
NYSE AMEX or the NASDAQ Stock Market; and

     

    (ii)           provide
such other assistance as shall be mutually agreed upon by the parties
hereto.

     

    2.           Authorization.  Subject
to the terms and conditions of this Agreement, the Company hereby appoints HFG
to act on a best efforts basis as its consultant until the Termination Date (as
hereinafter defined).  HFG hereby accepts such appoint, with it being
expressly acknowledged that HFG is acting in the capacity of independent
contractor and not as agent of either the Company.

     

    
      
         

      

      
        ADVISORY
AGREEMENT - Page 1

        
          

        

      

      
         

      

    

     

    3.           Authorization
Period.  HFG’s engagement hereunder shall become effective on
the date hereof (the “Effective Date”) and will automatically terminate (the
“Termination Date”) 12 months from the Effective Date.  This Agreement
may be extended beyond the Termination Date if both parties mutually agree in
writing.

     

    4.           Fees and
Expenses.  On or before December 15, 2009, the Company shall
deliver to HFG a fee of $250,000 to be paid via wire transferred
funds.

     

    In addition, the Company shall
reimburse HFG for all documented travel and lodging expenses incurred by HFG
personnel during the term of this Agreement within 10 days of submission to the
Company by HFG of documentation evidencing the expenses incurred. .

     

    5.           Miscellaneous.

    


    5.1           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.

    


    5.2           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 parties hereto.  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.

    


    5.3           This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Texas.  The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect any of the
terms thereof.

    


    6.           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.

     

    
      
         

      

      
        ADVISORY
AGREEMENT - Page 2

        
          

        

      

      
         

      

    

     

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

     

    
      
        	 	HFG:	 
	 	 	 
	 	Halter Financial Group,
      L.P.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Timothy P. Halter 	 
	 	Name:  Timothy
      P. Halter,	 
	 	Its: Chairman	 


      

    

     

     

    
      	
            	The
      Company:	 
	 	 	 
	 	SMSA El Paso II
      Acquisition Corp.	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Gerard Pascale	 
	 	Name:  Gerard
      Pascale	 
	 	Its:  President	 


    

     

    
      
         

      

      
        ADVISORY
AGREEMENT - Page 3