Exhibit 10.1

     

    AMENDMENT
NO. 1

     

    TO

     

    ADVISORY
AGREEMENT

     

    This
AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this "Amendment") is entered into as of
December 15, 2009 by and between Halter Financial Group, L.P., a Texas limited
partnership (“HFG”) and SMSA El Paso II Acquisition Corp, Inc., a Nevada
corporation (the “Company”).

    


    RECITALS:

     

    WHEREAS,
the Company, and HFG entered into that certain Advisory Agreement, dated as of
November 5, 2009 (the "Advisory Agreement");

     

    WHEREAS,
pursuant to Section 5.2 of the Advisory Agreement, the Company, and HFG desire
to amend the Advisory Agreement to extend the due date for payment of the
$250,000 advisory fee from December 15, 2009 until January 31,
2010;

     

    NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment, each intending to be legally bound,
hereby agree as follows:

     

    1.           Definitions.  Capitalized
terms used but not defined in this Amendment shall have the respective meanings
ascribed to them in the Advisory Agreement.

     

    2.           Amendment to Advisory
Agreement.  The first sentence of Section 4 of the Advisory
Agreement is hereby deleted in its entirety and replaced with the
following:

     

    “4.    Fees and
Expenses.  On or before January 31, 2010, the Company shall
deliver to HFG a fee of $250,000 to be paid via wire transferred
funds.”

     

    3.           Full Force and
Effect.  Except as expressly modified by this Amendment, all of
the terms, covenants, agreements, conditions and other provisions of the
Advisory Agreement shall remain in full force and effect in accordance with
their respective terms. As used in the Advisory Agreement, the terms "this
Agreement", herein, hereinafter, hereunder, hereto and words of similar import
shall mean and refer to, from and after the date hereof, unless the context
otherwise requires, the Advisory Agreement as amended by this
Amendment.

     

    4.           Counterparts.  This
Amendment 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 Amendment
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 this Amendment No. 1 to Advisory
Agreement as of the date first written above.

     

    
      
        
          	 
      	
                  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/ Michael Campbell

              
	 
      	
                Name:  Michael
      Campbell

              
	 
      	
                Its:         President