FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT SERVICESAGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

This First Amendment to Management Services Agreement is entered into as of December 9, 2013 (the “Amendment”) 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”).

The Company and the Manager previously executed that certain Management Services Agreement dated as of May 10, 2011, pursuant to which the Manager agreed to, among other things, assist the Company in the management of the Company’s operations (as amended from time to time, the “Agreement”). Capitalized terms used in this Amendment which are defined in or by reference in the Agreement and not otherwise defined herein shall have the meaning set forth in the Agreement.

Now, therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Company and the Manager agree to amend the Agreement as follows:

1. Section 2 a. of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“2. Fees and Expenses.

a. Management Fee.

i. Through December 31, 2013. In consideration for Manager providing services hereunder through December 31, 2013, 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 assets, less any and all of the Company’s outstanding payables, indebtedness 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.

ii. Beginning January 1, 2014 and ending December 31, 2014. In consideration for Manager providing services hereunder, beginning January 1, 2014 and through the end of the Term which is scheduled to expire on December 31, 2014, notwithstanding the formula set forth in Section 2(a)(i) hereof, the Manager shall receive from the Company, and the Company shall pay to the Manager, a monthly fee determined by adding the sum (x) of (A) Twenty Five Thousand Dollars ($25,000), plus (B) the actual aggregate amount of management fees paid by the Company to the Manager from January 1, 2013 through December 31, 2013 pursuant to paragraph 2.a.i. above, divided by (y) 12. Such Management Fee shall be payable on or before the 10th day following the end of each month.

2. Section 3 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“3. Term. Unless earlier terminated pursuant to Section 3 below, this Agreement shall remain in effect until December 31, 2014. 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. Section 4 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

"4. Termination.

Notwithstanding the foregoing, the Manager shall not be terminated for Cause pursuant to this Section 4(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.

4. Section 5 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

"5. Effects of Termination.

5. All other provisions of the Agreement remain unchanged and continue in full force and effect under the terms of the Agreement.

6. If any provision of this Amendment shall be held invalid or unenforceable, such invalidity or unenforceability shall affect only such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Amendment, and this Amendment shall be enforced as if any such invalid or unenforceable provision were not contained herein.

7. In the event of any conflict between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall govern and control.

8. Any future reference to the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment and as the same may, from time to time, be hereafter further modified.

9. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be modified, amended or cancelled except by a written instrument executed by the parties hereto or their respective successors or assigns.

10. This Amendment may be executed and delivered in one or more counterparts, including by facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Manager have each executed and delivered this Amendment under seal as of the day and year first above written.

Acknowledged and Agreed: