Unassociated Document


    EXHIBIT
10.1                   

    


    AMENDED
AND RESTATED

    MANAGEMENT
SERVICES AGREEMENT

    


    This Amended and Restated Management
Services Agreement (this “Agreement”), by and between SMG Indium Resources Ltd.,
a Delaware corporation (the “Company”) and Specialty Metals Group Advisors LLC,
a Delaware limited liability company (the “Manager”), entered into as of ______,
2010 and effective immediately upon the effectiveness of the initial public
offering of the Company (the “IPO”).

    


    AGREEMENT

    


    In consideration of the mutual
promises, covenants and conditions hereinafter set forth, the parties hereto
mutually agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Retention of
      Manager.

            


    

    


    
      
        	
              	
                a.

              	
                Duties of
      Manager.    The
      Company hereby retains Manager to actively assist in the management of the
      Company’s operations.  Manager accepts such appointment and
      agrees to discharge faithfully and diligently the duties set forth herein
      and implement the policies established by the Company’s board of directors
      (the “Board of Directors”), including, but not limited to, the
      following:

              


      

    

    
      	
               
      

            	
              i.

            	
              Use
      commercially reasonable efforts to negotiate, arrange, and execute for and
      on the Company’s behalf, through industry-standard tenders, the purchase
      and stockpile of 99.97% purity or better indium over a prudent period of
      time.  The Manager, on the Company’s behalf, may enter into
      long-term and or short-term supply contracts with indium
      suppliers;

            


    

    
      	
               
      

            	
              ii.

            	
              Provide
      to the Board of Directors delivery and payment particulars with respect to
      each purchase and sale of indium;

            


    

    
      	
               
      

            	
              iii.

            	
              Use
      commercially reasonable efforts to negotiate and arrange for the
      transportation and storage of the Company’s indium stockpile at
      third-party facilities located in the United States, Canada and or the
      United Kingdom, in accordance with standard industry terms.  The
      Manager is not required to retain a custodian on our
    behalf;

            


    

    
      	
               
      

            	
              iv.

            	
              Use
      commercially reasonable efforts to negotiate and arrange for indemnities
      or insurance on the Company’s indium stockpile, in accordance with
      standard industry practices by either the third-party storage facility’s
      insurance policy, a separately purchased insurance policy or
      both;

            


    

    
      	
               
      

            	
              v.

            	
              Conduct
      limited inspections of the indium delivered to the Company regarding the
      99.97% purity or better requirements, based on the
    following:

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1.

            	
              if
      indium is purchased from a supplier known to be a regular indium industry
      supplier, the Manager will not be responsible for conducting any chemical
      assays or other tests designed to verify that such indium meets the 99.97%
      purity or better requirements as established by Regular Industry
      Practice.  For the purposes of this Agreement, Regular Industry
      Practice means purchasing, storing or selling the metal indium containing
      a 99.97% purity level or better, delivered in the form of Ingots, which
      are individually wrapped in transparent polyethylene bags having a minimum
      thickness of 0.004 inches;

            


    

    
      	
               
      

            	
              2.

            	
              if
      indium is purchased from a third-party supplier that is not known to be a
      regular indium industry supplier, the Manager, at its discretion, may
      hire, at the Company’s expense, an independent lab to perform random assay
      tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity
      of the indium;

            


    

    
      	
               
      

            	
              vi.

            	
              At
      the Manager’s discretion, negotiate and arrange for the lending and/or
      sale of indium from the Company’s stockpile to: (1) generate cash to
      satisfy the Company’s operating expenses (2) facilitate the Manager’s
      ability to negotiate long-term and or short-term supply contracts with
      potential indium suppliers to acquire an indium stockpile (3) take
      advantage of periodic shortages in the indium market based on market
      conditions that the Manager deems favorable to the
  Company;

            


    

    
      	
               
      

            	
              vii.

            	
              Arrange,
      negotiate and execute any additional documents regarding the acquisition,
      storage, insuring and disposition of indium on the Company’s behalf,
      including, but not limited to, corporate, title, environmental, financial
      documents and other material agreements regarding the acquisition,
      storage, insuring and disposition of indium on the Company’s
      behalf;

            


    

    
      	
               
      

            	
              viii.

            	
              On
      a quarterly basis, prepare a report (the “Quarterly Report”) to be made
      available to the Company and the Board of Directors regarding the net
      market value (the “NMV”) of each share of the Company’s common
      stock.  NMV shall be determined by multiplying the number of
      kilograms of indium held by or for the Company by the last spot price for
      indium published by Metal Bulletin posted on Bloomberg L.P. for the month,
      plus cash and any other Company assets, less any and all of the Company’s
      outstanding payables, indebtedness and any other liabilities, divided by
      the total number of outstanding common
shares.

            


    

    
      	
               
      

            	
              ix.

            	
              Prepare,
      or cause to be prepared, any and all regulatory filing materials, reports
      to the Company’s stockholders, and other reports to the Board of Directors
      as may be reasonably requested from time to time;
  and

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              x.

            	
              Furnish
      office facilities, service and supplies and generally oversee with the
      Management’s staff and independent contractors, management of the
      Company’s business and affairs.

            


    

    


    
      	
               
      

            	
              b.

            	
              Duties of
      Company.

            


    

    
      	
               
      

            	
              i.

            	
              The
      Company shall pay all fees and expenses in accordance with the operation
      of the Company and services performed by the Manager pursuant to this
      Agreement, except where expressly assumed by the
  Manager.

            


    

    
      	
               
      

            	
              ii.

            	
              In
      the event the Manager elects to purchase indium on the Company’s behalf,
      pursuant to long-term or short-term contracts with an indium supplier, the
      Company shall have funds reserved to satisfy such purchase price and shall
      pay such purchase price.

            


    

    
      	
               
      

            	
              iii.

            	
              In
      the event the Manager elects to lend or sell indium on the Company’s
      behalf, pursuant to long-term or short-term contracts with an indium
      customer, the Company shall have the required amount of indium reserved to
      satisfy the delivery commitments pursuant to such
    contracts.

            


    

    


    
      	
               
      

            	
              2.

            	
              Fees and
      Expenses.

            


    

    


    
      	
               
      

            	
              a.

            	
              Management
      Fee.  In consideration for providing the services
      hereunder, the Manager shall receive from the Company, and the Company
      shall pay to the Manager, regardless of its ability to successfully
      purchase and stockpile the metal indium, a fee equal to 1/6th
      of 1% per month of the NMV (2% per annum).  For purposes of this
      Section 2, the Management Fee shall be determined by (x) multiplying the
      number of kilograms of indium held by the Company by the last spot price
      for indium published by Metal Bulletin posted on Bloomberg L.P. for the
      month, plus cash and any other Company assts, less any and all of the
      Company’s outstanding payables, indebtness and any other liabilities, (y)
      multiplied by 1/6th
      of 1%.  Such Management Fee shall be determined on the last day
      of each month and payable on or before the 10th
      day following the end of such
month.

            


    

    


    
      	
               
      

            	
              b.

            	
              Transaction
      Fee.  In the event the company successfully consummates
      any offering of the Company’s equity or debt securities in excess of
      $25,000,000 (excluding the IPO), then the Manager shall be entitled to a
      transaction fee of $200,000 for services rendered in connection with such
      offering.  Such transaction fee shall be payable on or before
      the tenth day following the consummation of the
  offering.

            


    

    


    
      	
               
      

            	
              c.

            	
              Expenses.  The
      Company shall be responsible for the payment of any and all fees and
      expenses incurred by the Manager in connection with the services performed
      by the Manager on behalf of the Company.  Except as otherwise
      agreed to by the Manager, the Company will expressly assume the following
      expenses:

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              i.

            	
              brokerage
      and trading commissions;

            


    

    
      	
               
      

            	
              ii.

            	
              all
      fees associated with the performance of assay testing by independent
      laboratories;

            


    

    
      	
               
      

            	
              iii.

            	
              warehouse
      or storage facilities costs, transportation costs, storage and
      transportation insurance fees, commission fees, security services costs,
      and other charges arising upon the holding, purchase, lending or sale of
      indium or other Company assets;

            


    

    
      	
               
      

            	
              iv.

            	
              office
      facility fees (including office rental, services and
      supplies);

            


    

    
      	
               
      

            	
              v.

            	
              directors
      and officers liability and key man insurance
  policies;

            


    

    
      	
               
      

            	
              vi.

            	
              legal
      and audit fees, including SEC related
fees;

            


    

    
      	
               
      

            	
              vii.

            	
              corporate
      finance offering costs;

            


    

    
      	
               
      

            	
              viii.

            	
              fees
      payable for listings, the maintenance of listings and filings or other
      requirements of stock exchanges on which any of the Company’s securities
      are listed or quoted;

            


    

    
      	
               
      

            	
              ix.

            	
              cost
      associated with printing and mailing financial reports and materials for
      Stockholders’ meetings, valuations, reporting to Stockholders, securities
      regulatory filings and any other purposes required by
  law;

            


    

    
      	
               
      

            	
              x.

            	
              fees
      payable to any registrar and transfer agent of the common stock or other
      securities;

            


    

    
      	
               
      

            	
              xi.

            	
              all
      taxes (including income, capital and sales taxes);
  and

            


    

    
      	
               
      

            	
              xii.

            	
              all
      other fees and expenses related to running and operating the Company,
      unless specifically excluded
herein.

            


    

    


    
      	
               
      

            	
              2.

            	
              Term.  Unless
      earlier terminated pursuant to Section 3 below, this Agreement shall
      remain in effect for a term of five (5) years, or _____, 2010. This
      Agreement may be renewed on terms mutually acceptable to each party upon
      90 days written notice prior to the expiration of such
    term.

            


    

    


    
      	
               
      

            	
              3.

            	
              Termination.

            


    

    


    
      	
               
      

            	
              a.

            	
              By Both
      Parties.  This Agreement may be terminated by mutual
      consent of the parties upon 90 days written
  notice.

            


    

    


    
      	
               
      

            	
              b.

            	
              By the Company For
      Cause.  The Company may terminate this Agreement for
      Cause by action of the Board of Directors upon written notice to the
      Manager at any time.  “Cause” shall
  mean:

            


    

    


    
      	
               
      

            	
              i.

            	
              If
      any member of the Manager (x) has been convicted of, or entered into a
      plea of guilty or nolo contendere for a felony or other serious crime or
      crime involving moral turpitude, or any knowing violation of any federal
      or state banking, securities or tax law or regulation (y) is determined by
      a court of law to have committed a willful act of embezzlement, fraud or
      dishonesty (with respect to the Company or any of its affiliates or any of
      their customers or suppliers) which may adversely affect the Company’s
      financial, market, reputation and other interests in any material manner;
      or

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ii.

            	
              Manager’s
      repeated material non-compliance or breach of this Agreement, in
      connection with Manager’s duties hereunder, after written notice thereof
      from the Board of Directors, and such material non-compliance has not been
      cured within 90 days after Manger’s receipt of notice thereof from the
      Board of Directors.

            


    

    


    Notwithstanding
the foregoing, the Manager shall not be terminated for Cause pursuant to this
Section 3(b) without (i) reasonable notice to Manager setting forth the reasons
for the Company’s intention to terminate for Cause, and (ii) an opportunity for
Manager, together with counsel, if any, to be heard before the Board of
Directors.

    


    
      	
               
      

            	
              c.

            	
              By
      Manager.

            


    

    


    
      	
               
      

            	
              i.

            	
              Manager
      may terminate this Agreement by written notice to the Board of Directors
      if (x) either Ailon Z. Grushkin, Richard Biele or Alan Benjamin is
      terminated as a director or executive officer position held with the
      Company, without the prior written consent of such respective individual,
      other than for Cause and (y) the Board of Directors has not, within 30
      days of such removal, given notice of termination of this Agreement
      pursuant to Section 3(b).

            


    

    


    
      	
               
      

            	
              ii.

            	
              Manager
      may terminate this Agreement upon 30 days written notice to the Board of
      Directors if there is a Change in Control of the Company.  For
      purposes of this Agreement, Change in Control shall mean (i) the
      acquisition of 50% or more of the then outstanding voting stock of the
      Company in a single transaction or series of transactions, (ii) members of
      the incumbent Board of Directors cease to constitute a majority of the
      Board of Directors without the approval of the remaining members of the
      Board of Directors or (iii) reorganization, merger or consolidation where
      all or substantially all holders of the outstanding voting stock of the
      Company do not, after such reorganization, merger or consolidation, own
      more than 50% of the then outstanding voting stock of the resulting
      entity.

            


    

    


    
      	
               
      

            	
              d.

            	
              Liquidation,
      Dissolution or Bankruptcy of the Company.  This Agreement
      shall terminate upon the completion of the dissolution, liquidation,
      winding-up, bankruptcy, sale of substantially all of the assets, sale of
      the business or insolvency proceeding commenced by, or on behalf of, the
      Company.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.

            	
              Effects of
      Termination.

            


    

    


    
      	
               
      

            	
              a.

            	
              Company Termination
      (other than for Cause); Manager Termination.  If (A)
      Manager is terminated by the Company (other than for Cause) or (B) Manager
      terminates the Agreement pursuant to Section 3(c) then the Manager shall
      receive that portion of the Management Fee payable to the effective date
      of termination plus an additional amount equal
  to:

            


    

    


    
      	
               
      

            	
              i.

            	
              one
      year’s Management Fee calculated based upon (y) an average of the
      Company’s monthly NMV over the previous twelve (12) month period prior to
      termination (z) multiplied by twelve (12);
or

            


    

    


    
      	
               
      

            	
              ii.

            	
              in
      the event that this Agreement is terminated prior to twelve (12) months of
      service, the Manager shall be entitled to an additional Management Fee
      calculated based upon (y) an average of the Company’s monthly NMV over the
      previous months of service (z) multiplied by the number of months of
      service.

            


    

    


    
      	
               
      

            	
              b.

            	
              Company Termination
      for Cause.  If Manager is terminated by the Company for
      Cause pursuant to Section 3(b), no further payments of the Management Fee
      shall be paid after the effectiveness of termination under Section 3(b) is
      given by the Board of Directors to the
Manager.

            


    

    


    
      	
               
      

            	
              5.

            	
              Non-Competition;
      Confidentiality; Disclosure of
  Information.

            


    

    


    
      	
               
      

            	
              a.

            	
              Non–Competition and
      Non-Solicitation.  Without the prior written consent of
      the Board of Directors, Manager shall not, and they shall cause their,
      affiliates to not, directly or indirectly, so long as the Manager is
      retained hereunder and until the one-year anniversary of any termination
      of this Agreement:

            


    

    


    
      	
               
      

            	
              i.

            	
              interfere
      with, disrupt or attempt to disrupt any then existing relationship,
      contractual or otherwise, between the Company or its subsidiaries and any
      of their customers, suppliers, clients, executives, employees, vendors,
      licensees or business relations or other persons with whom the Company or
      its subsidiaries deal or in any way disparage the Company to any of the
      foregoing; or

            


    

    


    
      	
               
      

            	
              ii.

            	
              solicit
      for employment, attempt to employ or assist any other entity in employing
      or soliciting for employment any employee or executive who at the
      termination date was employed by the Company or its
      subsidiaries.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b.

            	
              Intellectual Property
      Rights.  Manager hereby acknowledges that any material
      produced by or upon the instructions of Manger during the term that
      benefits the Company shall be “works for hire” to the extent applicable
      and belong to the Company to the extent such materials are in the nature
      of inventions or other items of intellectual property.  Manager
      agrees to take any and all steps reasonably requested by the Company to
      ensure that title thereto shall be fully vested in the Company and agrees
      to make no claim to personal ownership
thereof.

            


    

    


    
      	
               
      

            	
              c.

            	
              Confidentiality.  During
      the term of Manager’s retention hereunder and thereafter, and except as
      required by any court, supervisory authority or administrative agency or
      as may, in the opinion of Manger’s counsel, be otherwise required by
      applicable law, Manager shall not, without the consent of the Board of
      Directors or a person authorized thereby, disclose to any person, other
      than a then-current employee of the Company or a person to whom disclosure
      is reasonably necessary or appropriate in connection with the performance
      by them of the obligations hereunder, any confidential or proprietary
      information of the Company, including any vendor from which the Company
      purchases, or potentially purchases, indium from, and customers, or
      potential customers, in which the Company may sell indium to, obtained by
      them during the term of this Agreement, unless such information has become
      a matter of public knowledge at the time of such
    disclosure.

            


    

    


    
      	
               
      

            	
              6.

            	
              Indemnification.

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Company agrees to indemnify Manager and hold Manager harmless against any
      and all losses, claims, damages, liabilities and costs (and all actions in
      respect thereof and any legal or other expenses in giving testimony or
      furnishing documents in response to a subpoena or otherwise), including,
      without limitation, the costs of investigating, preparing or defending any
      such action or claim, whether or not in connection with litigation in
      which Manager is a party, as and when incurred, directly or indirectly
      caused by, relating to, based upon or arising out of any work performed by
      Manager in connection with this Agreement to the full extent permitted by
      the New York Business Corporation Law and by the Certificate of
      Incorporation and By-Laws of the Company, as may be amended from time to
      time.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      indemnification provision of this Section 7 shall be in addition to any
      obligations which the Company may otherwise have to
    Manager.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company agrees to indemnify Manager and hold Manager harmless against any
      and all loss of opportunity whereby the value of any of the Company’s
      assets or value of any particular indium, monetary or currency investment
      could have been increased, or any decline in value of any of the Company’s
      assets unless such decline is the result of the Manager’s gross
      negligence, willful misconduct or willful failure to comply with express
      directions given by resolution of the Board of Directors or the Company’s
      stockholders.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              d.

            	
              If
      any action, proceeding or investigation is commenced as to which Manager
      proposes to demand such indemnification, Manager shall notify the Company
      with reasonable promptness.  Manager shall have the right to
      retain counsel of Management’s own choice to represent Manager, and the
      Company shall pay all reasonable fees and expenses of such counsel; and
      such counsel shall, to the fullest extent consistent with such counsel’s
      professional responsibilities, cooperate with the Company and any counsel
      designated by the Company.  The Company shall be liable for any
      settlement of any claim against Manager made with the Company’s written
      consent, which consent shall not be unreasonably withheld or delayed, to
      the fullest extent permitted by the New York Business Corporation Law and
      the Certificate of Incorporation and By-Laws of the Corporation, as may be
      amended from time to time.  No such settlement of any claim
      shall be made by Manager without the written consent of the Company, which
      consent shall not be unreasonably withheld or
  delayed.

            


    

    


    
      	
               
      

            	
              7.

            	
              Notices.  Notices
      delivered pursuant to this Agreement shall be in writing, and shall be
      deemed to have been duly given when (a) delivered by hand; (b) sent by
      facsimile (with receipt confirmed), provided that a copy is promptly
      thereafter mailed by first-class prepaid certified mail, return receipt
      requested; (c) received by the addressee, if sent with delivery receipt
      requested by Express Mail, Federal Express, other express delivery service
      or first-class prepaid certified mail, in each case to the appropriate
      addresses and facsimile numbers set forth below, or to such other
      address(es) or facsimile number(s) as a party may designate as to itself
      by notice to the other party.

            


    

    


    If to the
Company:

    


    SMG
Indium Resources Ltd.

    176
LaGuardia Ave.

    Staten
Island, New York 10314

    Attention:
Ailon Z. Grushkin

    Facsimile:
(718) 477-4344

    


    If to the
Manger:

    


    Specialty
Metals Group Advisors LLC

    176
LaGuardia Ave.

    Staten
Island, New York 10314

    Attention:
Ailon Z. Grushkin

    Facsimile:
(718) 477-4344


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    In each
case, with a copy to:

    


    Ellenoff,
Grossman & Schole LLP

    150 East
42nd
Street

    New York,
NY 10017

    Attention:
Barry Grossman

    Facsimile:  (212)
370-7889

    


    
      	
               
      

            	
              8.

            	
              Governing
      Law.  This Agreement shall be governed by the laws of the
      State of New York.

            


    

    


    
      	
               
      

            	
              9.

            	
              Waiver of Jury
      Trial.  EACH PARTY TO THIS AGREEMENT UNCONDITIONALLY
      WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
      UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY
      RELATED DOCUMENTS, ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE
      SUBJECT MATTER OF THIS AGREEMENT.

            


    

    


    
      	
               
      

            	
              10.

            	
              Assignability.  The
      Company nor the Manager may not assign this Agreement without the prior
      written consent of the respective party.  Except as provided in
      Section 1 of this Agreement, in the event that the Manger elects to
      delegate any of its duties or obligations under this Agreement to any
      third-party or independent contractor, the Manager shall do so at the
      Manager’s own expense.

            


    

    


    
      	
               
      

            	
              11.

            	
              Enforcement,
      Separability.  It is the desire and intent of the parties
      hereto that the provisions of this Agreement shall be enforced to the
      fullest extent permissible under the laws and public policies applied in
      each jurisdiction in which enforcement is sought.  Accordingly,
      in case any provision of this Agreement shall be declared invalid, illegal
      or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.  To the extent that a restriction contained in this
      Agreement is more restrictive than permitted by the laws of any
      jurisdiction where this Agreement may be subject to review and
      interpretation, the terms of such restriction, for the purpose only of the
      operation of such restriction in such jurisdiction, shall be the maximum
      restriction allowed by the laws of such jurisdiction and such restriction
      shall be deemed to have been revised accordingly
  herein.

            


    

    


    
      	
               
      

            	
              12.

            	
              Titles and
      Subtitles.  The titles of the paragraphs and
      subparagraphs of this Agreement are for convenience of reference only and
      are not to be considered in construing this
  Agreement.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              13.

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      shall be an original, but all of which together shall constitute one
      instrument.  This Agreement and each other agreement or
      instrument entered into in connection herewith or therewith or
      contemplated hereby or thereby, and any amendments hereto or thereto, to
      the extent signed and delivered by means of a electronically confirmed
      facsimile transmission, shall be treated in all manners and respects as an
      original agreement or instrument and shall be considered to have the same
      binding legal effect as if it were the original signed version thereof
      delivered in person.

            


    

    


    
      	
               
      

            	
              14.

            	
              No Strict
      Construction.  The parties hereto have participated
      jointly in the negotiating and drafting of this Agreement.  In
      the event an ambiguity or question of intent or interpretation arises,
      this Agreement shall be construed as if drafted jointly by the parties
      hereto, an no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of this Agreement.

            


    

    


    
      	
               
      

            	
              15.

            	
              Miscellaneous.  This
      Agreement contains the entire agreement of the parties relating to the
      subject matter hereof and supersedes any other agreements entered into
      between the Manager and the Company prior to the date of this Agreement
      relating thereto.  This Agreement may not be altered, modified,
      amended or terminated except by a written instrument signed by each of the
      parties hereto.  No term or provision hereof shall be deemed
      waived and no breach consented to or excused, unless such waiver, consent
      of excuse shall be in writing and signed by the party claimed to have
      waived, consented or excused.  A consent, waiver or excuse of
      any breach shall not constitute a consent to, waiver of, or excuse of any
      other or subsequent breach whether or not of the same kind of the original
      breach.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


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

    


    
      
        	
                SMG
      INDIUM RESOURCES LTD.

              
	 
      
	
                By: 

              	
                   

              
	 
      	
                Name:
      Ailon Z. Grushkin

              
	 
      	
                Title:  President

              
	 
      
	
                SPECIALTY
      METALS GROUP

              
	
                ADVISORS
      LLC

              


      

    

    


    
      
        	
                By: 

              	
                  

              
	 
      	
                Name:  Ailon
      Z. Grushkin

              
	 
      	
                Title:  Manager

              


      

    

    


    
      
        	
                Acknowledged
      and Agreed:

              
	 
      
	
                  

              
	
                Richard
      Biele

              
	 
      
	
                  

              
	
                Alan
      Benjamin