QUEPASA CORP (Form: 8-K, Received: 01/30/2008 16:49:51)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2008

QUEPASA Corporation
(Exact name of registrant as specified in its charter)

Nevada 001-33105 86-0879433

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

7550 E. Redfield Rd.
Suite A
Scottsdale, AZ
85260

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 480-348-2665

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 25, 2008, the Company and Mexicans & Americans Trading Together, Inc. (“MATT Inc.”) entered into a Note Purchase Agreement (the “MATT Agreement”). Pursuant to the terms of the MATT Agreement: (i) MATT Inc. purchased a $5,000,000 subordinated promissory note from the Company (the “MATT Note”); (ii) the exercise price of MATT Inc.’s outstanding Series 1 Warrant to purchase 1,000,000 shares of the Company’s common stock was reduced from $12.50 per share to $2.75 per share; (iii) the exercise price of MATT Inc.’s outstanding Series 2 Warrant to purchase 1,000,000 shares of the Company’s common stock was reduced from $15.00 per share to $2.75 per share; and (iv) the Amended and Restated Support Agreement between the Company and MATT Inc. was terminated. MATT, Inc.’s Series 1 and 2 Warrants are filed as exhibits 10.2 and 10.3, respectively, to this Form 8-K, and are incorporated by reference herein. A more detailed description of the terms and conditions of the MATT Note is set forth below.

Also, on January 25, 2008, the Company and Richard L. Scott Investments, LLC (“RSI”), entered into a similar Note Purchase Agreement (the “RSI Agreement”). Pursuant to the terms of the RSI Agreement: (i) RSI purchased a $2,000,000 subordinated promissory note from the Company (the “RSI Note”); (ii) the exercise price of RSI’s outstanding Series 2 Warrant to purchase 500,000 shares of the Company’s common stock was reduced from $4.00 per share to $2.75 per share; and (iii) the exercise price of RSI’s outstanding Series 3 Warrant to purchase 500,000 shares of the Company’s common stock was reduced from $7.00 per share to $2.75 per share. RSI’s Series 2 and 3 Warrants are filed as exhibits 10.7 and 10.8, respectively, to this Form 8-K, and are incorporated by reference herein. A more detailed description of the terms and conditions of the RSI Note is set forth below.

The foregoing description of the MATT Agreement, the amendments to MATT Inc.’s Series 1 and Series 2 Warrants, the RSI Agreement, and the amendments to the RSI Series 1 and Series 2 Warrants are not complete and are qualified in their entirety by reference to the agreements, copies of which are filed as Exhibits 10.1, 10.4, 10.5, 10.6, 10.9, and 10.10 to this Form 8-K, respectively, and are incorporated herein by reference.

Subordinated Promissory Notes

The MATT Note and the RSI Note (together, the “Notes”) are for the principal amounts of $5,000,000 and $2,000,000, respectively. Interest accrues on the Notes at the rate of 4.46%, compounded annually, until the principal amount is paid in full. The principal amount due under the Notes, together with all accrued and outstanding interest, and any other amount due under the Notes is payable upon the first to occur of: (i) March 21, 2016 for the RSI Note and October 17, 2016 for the MATT Note; (ii) the exercise by the holder of all or a portion of the warrants to purchase the Company’s common stock held by the holder, but only in the principal amount (which together with all accrued interest) is equal to the exercise price payable by holder to the Company with respect to the exercise of such warrants; (iii) any liquidation, dissolution, winding up, or liquidating dividend of the Company; (iv) the commencement of any insolvency or liquidation proceeding; (v) upon an event of default; or (vi) upon the occurrence of: (x) any consolidation or merger of the Company (other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions or, if the surviving entity is a wholly owned subsidiary, its parent); (y) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or (z) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company; except in the case of this clause (vi) for a transaction with respect to which the weighted average closing price of the Company’s common stock for the 30 days following the announcement of such transaction exceeded $2.75 per share. The Notes may be prepaid, in whole or in part, at any time, at the option of the Company.

The indebtedness evidenced by the Notes is subordinated in right of payment to the prior payment in full of obligations of the Company, whether currently outstanding or incurred in the future, for the payment of indebtedness for borrowed money, except those indebtedness obligations of the Company which by their express terms are pari passu in right of payment to the MATT Note or RSI Note (“Pari Passu Debt”), as applicable.

The Notes also include certain debt covenants. Under the Notes, the Company must make ratable payments to MATT Inc. under the MATT Note or RSI under the RSI Note if the Company makes any payments on Pari Passu Debt. Additionally, the Company may not incur or become liable for any indebtedness for borrowed money without the prior written consent of the holders of a majority of the outstanding principal amount of the MATT Note and RSI Note and any other Pari Passu Debt (as defined), voting together as a single class, except: (a) subject to limitations and conditions, purchase money debt and capital lease obligations used to finance the acquisition of equipment in the ordinary course of business; (b) other indebtedness for borrowed money not to exceed $3,000,0000; and (c) Pari Passu Debt. Events of default under the Notes include the Company’s: (i) failure to pay principal or interest when due; (ii) breach of any of its representations or warranties in the MATT Agreement or RSI Agreement, as applicable; (iii) failure to comply with or perform any covenant contained in the MATT Note or RSI Note, as applicable, that is not cured within 15 days; and (iv) default in the payment of principal of or interest on any borrowed money indebtedness exceeding $500,000 or the acceleration of any such indebtedness.

The foregoing description of the MATT Note and the RSI Note are not complete and are qualified in their entirety by reference to the agreements, copies of which are filed as Exhibits 10.11 and 10.12, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 of this Form 8-K.

Item 8.01 Other Events.

On January 29, 2008, the Company publicly announced the transactions described in Item 1.01 of this current report.

The Company hereby incorporates by reference the press release dated January 29, 2008, attached hereto as Exhibit 99.1 and makes such press release a part of this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

10.1*		Note Purchase Agreement by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc., dated January 25, 2008.
10.2		Series 1 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc. incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 19, 2006.
10.3		Series 2 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc. incorporated by reference to Exhibit 10.3 to the Form 8-K filed on October 19, 2006.
10.4*		Amendment No.1 to Series 1 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc.
10.5*		Amendment No.1 to Series 2 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc.
10.6*		Note Purchase Agreement by and between Quepasa Corporation and Richard L. Scott Investments, LLC, dated January 25, 2008.
10.7		Series 2 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC, incorporated by reference to Exhibit 10.12 to the Form SB-2 filed on January 30, 2007.
10.8		Series 3 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC, incorporated by reference to Exhibit 10.14 to the Form SB-2 filed on January 30, 2007.
10.9*		Amendment No.1 to Series 2 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC.
10.10*		Amendment No.1 to Series 3 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC.
10.11*		Subordinated Promissory Note in the amount of $5,000,000 dated January 25, 2008, by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc.
10.12*		Subordinated Promissory Note in the amount of $2,000,000 dated January 25, 2008, by and between Quepasa Corporation and Richard L. Scott Investments, LLC.
99.1*		Press Release dated January 29, 2008.

* filed herewith

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUEPASA Corporation

Date January 30, 2008

/s/ Michael D. Matte
Michael D. Matte
Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION

10.1*		Note Purchase Agreement by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc., dated January 25, 2008.
10.2		Series 1 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc. incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 19, 2006.
10.3		Series 2 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc. incorporated by reference to Exhibit 10.3 to the Form 8-K filed on October 19, 2006.
10.4*		Amendment No.1 to Series 1 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc.
10.5*		Amendment No.1 to Series 2 Common Stock Purchase Warrant dated October 17, 2006, for 1,000,000 shares of common stock issued to Mexicans & Americans Trading Together, Inc.
10.6*		Note Purchase Agreement by and between Quepasa Corporation and Richard L. Scott Investments, LLC, dated January 25, 2008.
10.7		Series 2 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC, incorporated by reference to Exhibit 10.12 to the Form SB-2 filed on January 30, 2007.
10.8		Series 3 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC, incorporated by reference to Exhibit 10.14 to the Form SB-2 filed on January 30, 2007.
10.9*		Amendment No.1 to Series 2 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC.
10.10*		Amendment No.1 to Series 3 Common Stock Purchase Warrant dated March 21, 2006, for 500,000 shares of common stock issued to Richard L. Scott Investments, LLC.
10.11*		Subordinated Promissory Note in the amount of $5,000,000 dated January 25, 2008, by and between Quepasa Corporation and Mexicans & Americans Trading Together, Inc.
10.12*		Subordinated Promissory Note in the amount of $2,000,000 dated January 25, 2008, by and between Quepasa Corporation and Richard L. Scott Investments, LLC.
99.1*		Press Release dated January 29, 2008.

* filed herewith

Exhibit 10.1

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) is made as of January 25, 2008, by and between Quepasa Corporation , a Nevada corporation (the “ Company ”), and Mexicans & Americans Trading Together, Inc. , a Delaware corporation (the “ Investor ”).

WHEREAS , the Company desires to raise additional capital, and the Investor is willing to provide debt capital upon the terms and subject to the conditions set forth herein; and

WHEREAS , in connection with the foregoing, the Company and the Investor will amend: (i) the existing Series 1 Warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $12.50 per share (subject to adjustment), by executing an amendment in the form attached hereto as Exhibit A (the “ Series 1 Warrant Amendment ”), (ii) the existing Series 2 Warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $15.00 per share (subject to adjustment), by executing an amendment in the form attached hereto as Exhibit B (the “ Series 2 Warrant Amendment ” and, together with the Series 1 Warrant Amendment, the “ Warrant Amendments ”), and (iii) terminate the Amended and Restated Support Agreement, signed November 20, 2006 but made effective as of October 16, 2006 by and between the Company and Investor.

NOW, THEREFORE , in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

ARTICLE I.
PURCHASE AND SALE; CLOSING

1.1 Purchase and Sale of Note; Amendment of Warrants; Termination of Support Agreements . Effective as of the Closing:

(a) The Company hereby sells to the Investor, and the Investor hereby purchases from the Company, a subordinated promissory note of the Company in the form of Exhibit C hereto (the “ Note ” and together with this Agreement and the Warrant Amendments, the “ Transaction Documents ”) for a price of $5,000,000 (the “ Purchase Price ”).

(b) The Company and the Investor shall each execute and deliver the Warrant Amendments.

(c) The Amended and Restated Support Agreement, signed November 20, 2006 but made effective as of October 16, 2006 by and between the Company and the Investor shall be terminated and shall be null and void (except for Section 7 thereof, which shall survive in accordance with its terms), with no further liability of any party thereto, whether in tort, contract or otherwise (except for any liability related to Section 7 thereof, which shall survive in accordance with its terms). Each of the Company and the Investor hereby releases and forever discharges the other party hereto and its subsidiaries, representatives and affiliates with respect to any and all claims, rights, suits, debts, dues, sums of money, liabilities, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands, of every nature whatsoever, whether in law or at equity, whether known or unknown, from the beginning of time to the date hereof, which such party had, now has or may have against the such Person arising out of, based upon, or related to, the Amended and Restated Support Agreement terminated hereby (except for Section 7 thereof, which shall survive in accordance with its terms).

1.2 Closing . The closing of the purchase and sale of the Note, the execution and delivery of the Warrant Amendments and the termination of the Amended and Restated Support Agreement (the “ Closing ”) shall occur at the offices of Willkie Farr & Gallagher LLP, at 10:00 a.m. (New York time) within one business day of the satisfaction of the conditions to closing set forth in Article III hereof (except for such conditions which by their nature may only be satisfied on the Closing Date) (the date upon which the Closing occurs, the “ Closing Date ”).

(a) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following:

(i) the Note registered in the name of the Investor;

(ii) the Series 1 Warrant Amendment;

(iii) the Series 2 Warrant Amendment; and

(iv) the certificate required by Section 3.1(c).

(b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following:

(i) the Purchase Price, by wire transfer of immediately available funds, to an account designated by the Company to the Investor in writing;

(ii) the Series 1 Warrant Amendment;

(iii) the Series 2 Warrant Amendment; and

(iv) the certificate required by Section 3.2(b), if applicable.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company . The Company hereby makes the following representations and warranties to the Investor (and any permitted assignees) as of the date hereof (all references to the Company in this Section 2.1, except for paragraphs (a) and (b), shall mean the Company and its subsidiaries):

(a) Organization . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to conduct its business as currently conducted or proposed to be conducted, and to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. This Agreement has been, and as of the Closing Date each of the Transaction Documents will be, duly executed and delivered by the Company and as of the date hereof this Agreement constitutes and as of the Closing Date each of the Transaction Documents will constitute a valid and binding obligation of the Company enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (collectively (i) and (ii), the “ Enforceability Exceptions ”).

(c) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority (collectively, “ Legal Requirements ”) to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.

(d) No Consents . No consent, approval, authorization or order of, or any filing by the Company or declaration with, any court or governmental agency or body or other person or entity (collectively, a “ Person ”) is required in connection with the execution and delivery by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby, except (i) the filing by the Company with the Securities and Exchange Commission (the “ Commission ”) of one or more prospectus supplements to the prospectus forming a part of the Company’s effective registration statement on Form SB-2, as amended, filed on January 30, 2007, (ii) the filing by the Company with the Commission of a current report on Form 8-K under the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), and (iii) those consents, approvals, authorizations, orders, filings, or declarations that have been made or obtained prior to the date of this Agreement.

(e) Capitalization . The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s option and incentive plans, warrants and preferred stock is set forth on Schedule 2.1(e) hereto. Except for the warrants and stock options listed on Schedule 2.1(e) , which schedule lists the number of shares issuable upon the exercise of such warrants and stock options and the exercise price and the expiration date of such warrants and stock options, on the Closing Date there will be no shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company convertible into or exchangeable for shares of capital stock of the Company, nor will there be any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock nor will the Company be contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares. There are no anti-dilution or price adjustment provisions contained in any security issued by the Company, or in any agreement to which the Company is a party and which provides rights to security holders, that will be triggered by the transactions contemplated by this Agreement.

(f) SEC Reports . Except as set forth on Schedule 2.1(f), the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, and the rules and regulations of the Commission promulgated thereunder, since January 1, 2006 (the foregoing reports and any materials incorporated therein by reference being collectively referred to herein as the “ SEC Reports ”) on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as set forth on Schedule 2.1(f), as of their respective dates (except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement), the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed (except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) Financial Statements . Except as set forth on Schedule 2.1(g), the financial statements filed with the Commission as a part of the SEC Reports present fairly, in all material respects, the financial position of the Company and its subsidiaries on a consolidated basis as of and at the dates indicated and the results of their consolidated operations and cash flows for the periods specified therein, subject, in the case of interim financial statements, to normal year-end adjustments which are not expected to be material in amount, and except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement. Except as set forth on Schedule 2.1(g), such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States and in effect as of the date of the applicable financial statements and supporting schedules, as applicable, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and comply in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the Commission thereunder.

(h) Absence of Undisclosed Liabilities . Except as reflected in the Company’s balance sheet as of September 30, 2007 included in the SEC Reports, the Company does not have any debt or material obligation or liability (whether accrued, absolute, contingent, liquidated, threatened, or otherwise, whether due or to become due), except: (i) taxes not yet due and payable, (ii) current liabilities incurred and obligations under agreements entered into, in the ordinary course of business consistent with past practice (none of which are delinquent), and (iii) contingent liabilities specifically referenced in the notes to such balance sheet.

(i) Investment Company . The Company is not, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2 Representations and Warranties of the Investor . The Investor hereby makes the following representations and warranties to the Company as of the date hereof.

(a) Organization . The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement . The Investor has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery by the Investor of each of the Transaction Documents to which it is a party and the performance by the Investor of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Investor. This Agreement has been, and as of the Closing Date each of the Transaction Documents will be duly executed and delivered by Investor and as of the date hereof this Agreement constitutes and as of the Closing Date each of the Transaction Documents will constitute a valid and binding obligation of the Investor, enforceable against it in accordance with its terms, except for any Enforceability Exceptions.

(c) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which the Investor is a party or by which any property or asset of the Investor is bound or affected, or (iii) result in a violation of any Legal Requirements to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected.

(d) Investment Intent . The Investor understands that the Note has not been registered under the Securities Act, or any applicable state securities law. The Investor is acquiring the Note for investment purposes only and not with a view to or for distributing or reselling such Note or any part thereof, has no present intention of distributing the Note and has no arrangement, agreement, or understanding (directly or indirectly) with any other Person regarding the distribution of the Note (provided, however, that this representation and warranty shall not in any way limit the Investor’s right to sell the Note in compliance with applicable federal and state securities laws).

(e) Investor Status . At the time the Investor was offered the Note it was, and at the date hereof it is, an “accredited investor,” as such term is defined under the Securities Act. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

(f) Experience of the Investor . The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment in the Note and has evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Note and is able to afford a complete loss of such investment.

(g) No General Solicitation . The Investor is not purchasing the Note as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or through any other general solicitation or general advertisement.

(h) Access to Information . The Investor acknowledges that it has reviewed the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing therein; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

ARTICLE III.
CLOSING CONDITIONS

3.1 Conditions to Investor’s Obligations . The obligation of the Investor to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Investor) of each of the following conditions on or prior to the Closing Date:

(a) No law, rule, regulation or order shall have been adopted or issued by a governmental authority (including a court of competent jurisdiction), having the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement.

(b) The Company shall have received, before or concurrently with the Closing of the transactions contemplated by this Agreement, not less than $2 million in additional debt capital upon terms and subject to conditions no less favorable to the Company than those set forth herein, excluding for purposes of such determination Section 1.1(c) hereof. The terms and conditions set forth in the documents attached hereto as Exhibit D are deemed to meet this condition. This Section 3.1(b) shall in no way serve to limit the terms of or the Investor’s rights under the Transaction Documents. As provided in the Note, the Company agrees that such additional new indebtedness will include terms designating such indebtedness as pari passu debt and that (except for accepting the surrender of all or a portion of such $2 million additional indebtedness in payment of all or a portion of the exercise price of warrants to acquire common stock in the Company) Company shall not make any payments on such $2 million additional new indebtedness unless and until the Company pays a ratable payment on the Note.

(c) The Company shall have executed and delivered a certificate to the effect that the condition set forth in Section 3.1(b) above shall have been satisfied and if the Closing Date is other than the date of this Agreement, that the representations and warranties of the Company are true and correct as of the Closing Date.

3.2 Conditions to the Company’s Obligations . The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Company) of each of the following conditions on or prior to the Closing Date:

(b) If the Closing Date is other than the date of this Agreement, the Investor shall have executed and delivered a certificate to the effect that that the representations and warranties of the Investor are true and correct as of the Closing Date.

ARTICLE IV.
MISCELLANEOUS

4.1 Filing of Prospectus Supplement . The Company shall prepare and file with the Commission as soon as practicable, but in no event later than 30 days after the date of closing of the Warrant Amendments and the purchase and sale of the Note pursuant to this Agreement, a prospectus supplement to the prospectus forming a part of the Company’s effective registration statement on Form SB-2, as amended, filed on January 30, 2007, which registration statement, together with all exhibits and materials incorporated by reference or deemed to be incorporated by reference therein, registers the resale from time to time by the Investor of the shares of Common Stock issuable upon exercise of the Series 1 Warrant and Series 2 Warrant. Such prospectus supplement shall disclose the material terms of the transactions contemplated by this Agreement to the extent required by the rules and regulations promulgated by the Commission under the Securities Act of 1933, as amended, and in form and substance reasonably satisfactory to Investor.

4.2 Fees and Expenses . At Closing, the Company shall reimburse Investor for the fees and expenses of its counsel, not to exceed $17,500. Except as otherwise set forth in this Agreement or any other agreement between the parties, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company and the Investor acknowledge that each has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.

4.3 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without giving effect to conflict of laws or any other rules or principles which may require the application of the laws of any other jurisdiction.

4.4 Entire Agreement . This Agreement, together with the exhibits and schedules hereto, the Notes, and the Warrant Amendments, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

4.5 Binding Effect. All of the terms, provisions and conditions hereof shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns.

4.6 Headings; Construction. The headings contained herein are for the purposes of convenience only, and will not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way. Unless the context clearly states otherwise, the use of the singular or plural in this Agreement shall include the other and the use of any gender shall include all others. The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, 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. All references herein to Sections shall refer to this Agreement unless the context clearly otherwise requires.

4.7 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter’s confirmation of receipt of a facsimile transmission, if during normal business hours of a business day, otherwise on the next business day, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five (5) business days (or seven (7) business days where the addressee is not in the United States) after the day when mailed by certified or registered mail, postage prepaid, to the addresses set forth in on the signature pages hereto or to such other address as any party may, from time to time, designate in a written notice given in a like manner.

4.8 Severability of Provisions. If a court in any proceeding holds any provision of this Agreement or its application to any Person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.

4.9 Third Party Beneficiaries. This Agreement does not create, and will not be construed as creating, any rights enforceable by any Person not a party to this Agreement.

4.10 Amendment. This Agreement may be amended, modified, superseded, or canceled only by a written instrument signed by all of the parties hereto and any of the terms, provisions and conditions hereof may be waived, only by a written instrument signed by the waiving party.

4.11 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Facsimile signatures on this Agreement shall be deemed to be original signatures for all purposes.

4.12 Survival. The representations, warranties, covenants and agreements contained herein shall survive the purchase and sale of the Note.

[Signatures on following page]

IN WITNESS WHEREOF , the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn: John C. Abbott

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

MEXICANS & AMERICANS TRADING TOGETHER, INC.
7550 IH 10 West, Suite 630
San Antonio, TX 78229
Fax:
Attn: Andres Gonzalez Saravia

By: /s/ Andres Gonzalez Saravia
Name: Andres Gonzalez Saravia
Title: President

Exhibit A

Form of Series 1 Warrant Amendment

See Exhibit 10.4 filed with this Form 8-K.

Exhibit B

Form of Series 2 Warrant Amendment

See Exhibit 10.5 filed with this Form 8-K.

Exhibit C

Form of Note

See Exhibit 10.11 filed with this Form 8-K.

Exhibit D

Form of Transaction Documents of
Richard L. Scott Investments, LLC

See Exhibits 10.6, 10.9, 10.10, and 10.12 filed with this Form 8-K.

Exhibit 10.4

EXECUTION VERSION

AMENDMENT NO. 1
Dated January 25, 2008
TO
QUEPASA CORPORATION
Common Stock Purchase Warrant
(Series 1)

Warrant No. MATT No.1

1,000,000 Shares of Common Stock

Issued as of October 17, 2006

This AMENDMENT NO. 1 (this “ Amendment ”) TO QUEPASA CORPORATION COMMON STOCK PURCHASE WARRANT (SERIES 1), FOR 1,000,000 SHARES OF COMMON STOCK, WARRANT NO. MATT NO.1 (the “ Warrant ”), is made this 25th day of January 2008 by QUEPASA CORPORATION, a Nevada corporation (the “ Company ”) and MEXICANS & AMERICANS TRADING TOGETHER, INC. (the “ Holder ”) pursuant to Section 13 of the Warrant. Certain capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to them in the Warrant.

WHEREAS, the Company and Holder have entered into that certain Note Purchase Agreement dated as of January 25, 2008, pursuant to which, among other things, Holder will provide debt financing to the Company;

WHEREAS, it is a condition to Holder’s obligations under the Note Purchase Agreement that the Company execute and deliver this Amendment;

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

Section 1. Amendment of Section 1. Exercise Price. Section 1 of the Warrant is amended and restated in its entirety as follows:

The Exercise Price for any shares of Common Stock purchased upon exercise of this Warrant shall be $2.75 per share, subject to adjustment as provided herein.

Section 2. Amendment of Section 2. Exercise of Warrant. Section 2 of the Warrant is amended by adding the following at the end thereof:

Notwithstanding anything contained herein to the contrary, Holder may pay the Exercise Price, in whole or in part, through the surrender of all or a portion of any promissory note due to the Holder from the Company.

Section 3. Deletion of Section 8.2 . Section 8.2 of the Warrant is deleted in its entirety.

Section 4. Effect of Amendment . On and after the date hereof, each reference in the Warrant to “this Warrant”, “hereof”, “hereunder” or words of like import referring to the Warrant shall mean and be a reference to the Warrant as amended by this Amendment. The Warrant, as amended by this Amendment, shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

Section 5. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn:

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

MEXICANS & AMERICANS TRADING TOGETHER, INC.
7550 IH 10 West, Suite 630
San Antonio, TX 78229
Fax:
Attn: Andres Gonzalez Saravia

By: / s/ Andres Gonzalez Saravia
Name: Andres Gonzalez Saravia
Title: President

Signature Page to Amendment to Warrant No. 1

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 1
Dated January 25, 2007
TO
QUEPASA CORPORATION
Common Stock Purchase Warrant
(Series 2)

Warrant No. MATT No.2

1,000,000 Shares of Common Stock

Issued as of October 17, 2006

This AMENDMENT NO. 1 (this “ Amendment ”) TO QUEPASA CORPORATION COMMON STOCK PURCHASE WARRANT (SERIES 2), FOR 1,000,000 SHARES OF COMMON STOCK, WARRANT NO. MATT NO.2 (the “ Warrant ”), is made this 25th day of January 2008 by QUEPASA CORPORATION, a Nevada corporation (the “ Company ”) and MEXICANS & AMERICANS TRADING TOGETHER, INC. (the “ Holder ”) pursuant to Section 13 of the Warrant. Certain capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to them in the Warrant.

WHEREAS, it is a condition to Holder’s obligations under the Note Purchase Agreement that the Company execute and deliver this Amendment;

Section 1. Amendment of Section 1. Exercise Price. Section 1 of the Warrant is amended and restated in its entirety as follows:

The Exercise Price for any shares of Common Stock purchased upon exercise of this Warrant shall be $2.75 per share, subject to adjustment as provided herein.

Section 2. Amendment of Section 2. Exercise of Warrant. Section 2 of the Warrant is amended by adding the following at the end thereof:

Section 3. Deletion of Section 8.2 . Section 8.2 of the Warrant is deleted in its entirety.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn: John C. Abbott

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

MEXICANS & AMERICANS TRADING TOGETHER, INC.
7550 IH 10 West, Suite 630
San Antonio, TX 78229
Fax:
Attn: Andres Gonzalez Saravia

By: / s/ Andres Gonzalez Saravia
Name: Andres Gonzalez Saravia
Title: President

Exhibit 10.6

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) is made as of January 25, 2008, by and between Quepasa Corporation , a Nevada corporation (the “ Company ”), and Richard L. Scott Investments, LLC , a limited liability company (the “ Investor ”).

WHEREAS , the Company desires to raise additional capital, and the Investor is willing to provide debt capital upon the terms and subject to the conditions set forth herein; and

WHEREAS , in connection with the foregoing, the Company and the Investor will amend: (i) the existing Series 2 Warrant to purchase 500,000 shares of Common Stock at an exercise price of $4.00 per share (subject to adjustment), by executing an amendment in the form attached hereto as Exhibit A (the “ Series 2 Warrant Amendment ”); and (ii) the existing Series 3 Warrant to purchase 500,000 shares of Common Stock at an exercise price of $7.00 per share (subject to adjustment), by executing an amendment in the form attached hereto as Exhibit B (the “ Series 3 Warrant Amendment ” and, together with the Series 2 Warrant Amendment, the “ Warrant Amendments ”).

ARTICLE I.
PURCHASE AND SALE; CLOSING

1.1 Purchase and Sale of Note; Amendment of Warrants . Effective as of the Closing:

(b) The Company and the Investor shall each execute and deliver the Warrant Amendments.

1.2 Closing . The closing of the purchase and sale of the Note and the execution and delivery of the Warrant Amendments (the “ Closing ”) shall occur at the offices of Snell & Wilmer, LLP, at 8:00 a.m. (Arizona time) within one business day of the satisfaction of the conditions to closing set forth in Article III hereof (except for such conditions which by their nature may only be satisfied on the Closing Date) (the date upon which the Closing occurs, the “ Closing Date ”).

(a) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following:

(i) the Note registered in the name of the Investor;

(ii) the Series 2 Warrant Amendment;

(iii) the Series 3 Warrant Amendment; and

(iv) the certificate required by Section 3.1(c).

(b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following:

(i) the Purchase Price, by wire transfer of immediately available funds, to an account designated by the Company to the Investor in writing;

(ii) the Series 2 Warrant Amendment;

(iii) the Series 3 Warrant Amendment; and

(iv) the certificate required by Section 3.2(b), if applicable.

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

(f) SEC Reports . Except as set forth on Schedule 2.1(f) , the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, and the rules and regulations of the Commission promulgated thereunder, since January 1, 2006 (the foregoing reports and any materials incorporated therein by reference being collectively referred to herein as the “ SEC Reports ”) on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as set forth on Schedule 2.1(f) , as of their respective dates (except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement), the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed (except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g) Financial Statements . Except as set forth on Schedule 2.1(g) , the financial statements filed with the Commission as a part of the SEC Reports present fairly, in all material respects, the financial position of the Company and its subsidiaries on a consolidated basis as of and at the dates indicated and the results of their consolidated operations and cash flows for the periods specified therein, subject, in the case of interim financial statements, to normal year-end adjustments which are not expected to be material in amount, and except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement. Except as set forth on Schedule 2.1(g) , such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States and in effect as of the date of the applicable financial statements and supporting schedules, as applicable, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and comply in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the Commission thereunder.

(i) Investment Company . The Company is not, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.2 Representations and Warranties of the Investor . The Investor hereby makes the following representations and warranties to the Company as of the date hereof.

(c) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of formation, operating agreement or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which the Investor is a party or by which any property or asset of the Investor is bound or affected, or (iii) result in a violation of any Legal Requirements to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected.

ARTICLE III.
CLOSING CONDITIONS

(b) The Company shall have received, before or concurrently with the Closing of the transactions contemplated by this Agreement, not less than $5 million in additional debt capital upon terms and subject to conditions no less favorable to the Company than those set forth herein. The terms and conditions set forth in the documents attached hereto as Exhibit D are deemed to meet this condition. This Section 3.1(b) shall in no way serve to limit the terms of or the Investor’s rights under the Transaction Documents. As provided in the Note, the Company agrees that such additional new indebtedness will include terms designating such indebtedness as pari passu debt and that (except for accepting the surrender of all or a portion of such $2 million additional indebtedness in payment of all or a portion of the exercise price of warrants to acquire common stock in the Company) Company shall not make any payments on such $5 million additional new indebtedness unless and until the Company pays a ratable payment on the Note.

ARTICLE IV.
MISCELLANEOUS

4.1 Filing of Prospectus Supplement . The Company shall prepare and file with the Commission as soon as practicable, but in no event later than 30 days after the date of closing of the Warrant Amendments and the purchase and sale of the Note pursuant to this Agreement, a prospectus supplement to the prospectus forming a part of the Company’s effective registration statement on Form SB-2, as amended, filed on January 30, 2007, which registration statement, together with all exhibits and materials incorporated by reference or deemed to be incorporated by reference therein, registers the resale from time to time by the Investor of the shares of Common Stock issuable upon exercise of the Warrant Amendments. Such prospectus supplement shall disclose the material terms of the transactions contemplated by this Agreement to the extent required by the rules and regulations promulgated by the Commission under the Securities Act of 1933, as amended, and in form and substance reasonably satisfactory to Investor.

4.2 Fees and Expenses . Except as otherwise set forth in this Agreement or any other agreement between the parties, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company and the Investor acknowledge that each has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.

4.7 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter’s confirmation of receipt of a facsimile transmission, if during normal business hours of a business day, otherwise on the next business day, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five (5) business days (or seven (7) business days where the addressee is not in the United States) after the day when mailed by certified or registered mail, postage prepaid, to the addresses set forth on the signature pages hereto or to such other address as any party may, from time to time, designate in a written notice given in a like manner.

4.9 Third Party Beneficiaries. This Agreement does not create, and will not be construed as creating, any rights enforceable by any Person not a party to this Agreement.

4.12 Survival. The representations, warranties, covenants and agreements contained herein shall survive the purchase and sale of the Note.

[Signatures on following page]

IN WITNESS WHEREOF , the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn: John C. Abbott

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

RICHARD L. SCOTT INVESTMENTS, LLC


Fax:
Attn:

By: / s/ Richard L. Scott
Name: Richard L. Scott
Title: Chief Executive Officer

Exhibit A

Form of Series 2 Warrant Amendment

See Exhibit 10.9 filed with this Form 8-K.

Exhibit B

Form of Series 3 Warrant Amendment

See Exhibit 10.10 filed with this Form 8-K.

Exhibit C

Form of Promissory Note

See Exhibit 10.10 filed with this Form 8-K.

Exhibit D

Form of Transaction Documents of Mexicans & Americans Trading Together, Inc.

See Exhibits 10.1, 10.4, 10.5, and 10.11 filed with this Form 8-K.

Exhibit 10.9

EXECUTION VERSION

AMENDMENT NO. 1
Dated January 25, 2008
TO
QUEPASA CORPORATION
Common Stock Purchase Warrant
(Series 2)

Warrant No.

500,000 Shares of Common Stock

Issued as of March 21, 2006

This AMENDMENT NO. 1 (this “ Amendment ”) TO QUEPASA CORPORATION COMMON STOCK PURCHASE WARRANT (SERIES 2), FOR 500,000 SHARES OF COMMON STOCK, WARRANT NO. (the “ Warrant ”), is made this 25th day of January 2008 by QUEPASA CORPORATION, a Nevada corporation (the “ Company ”) and RICHARD L. SCOTT INVESTMENTS, LLC (the “ Holder ”) pursuant to Section 13 of the Warrant. Certain capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to them in the Warrant.

WHEREAS, it is a condition to Holder’s obligations under the Note Purchase Agreement that the Company execute and deliver this Amendment.

Section 1. Amendment of Section 1. Exercise Price. Section 1 of the Warrant is amended and restated in its entirety as follows:

The Exercise Price for any shares of Common Stock purchased upon exercise of this Warrant shall be $2.75 per share, subject to adjustment as provided herein.

Section 2. Amendment of Section 2. Exercise of Warrant. Section 2 of the Warrant is amended by adding the following at the end thereof:

Section 3. Effect of Amendment . On and after the date hereof, each reference in the Warrant to “this Warrant”, “hereof”, “hereunder” or words of like import referring to the Warrant shall mean and be a reference to the Warrant as amended by this Amendment. The Warrant, as amended by this Amendment, shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

Section 4. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn:

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

RICHARD L. SCOTT INVESTMENTS, LLC


Fax:
Attn:

By: / s/ Richard L. Scott
Name: Richard L. Scott
Title: Chief Executive Officer

Signature Page to Amendment to Warrant No. 1

Exhibit 10.10

EXECUTION VERSION

AMENDMENT NO. 1
Dated January 25, 2008
TO
QUEPASA CORPORATION
Common Stock Purchase Warrant
(Series 3)

Warrant No. 500,000 Shares of Common Stock

Issued as of March 21, 2006

This AMENDMENT NO. 1 (this “ Amendment ”) TO QUEPASA CORPORATION COMMON STOCK PURCHASE WARRANT (SERIES 3), FOR 500,000 SHARES OF COMMON STOCK, WARRANT NO. (the “ Warrant ”), is made this 25th day of January 2008 by QUEPASA CORPORATION, a Nevada corporation (the “ Company ”) and RICHARD L. SCOTT INVESTMENTS, LLC (the “ Holder ”) pursuant to Section 13 of the Warrant. Certain capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to them in the Warrant.

WHEREAS, it is a condition to Holder’s obligations under the Note Purchase Agreement that the Company execute and deliver this Amendment.

Section 1. Amendment of Section 1. Exercise Price. Section 1 of the Warrant is amended and restated in its entirety as follows:

The Exercise Price for any shares of Common Stock purchased upon exercise of this Warrant shall be $2.75 per share, subject to adjustment as provided herein.

Section 2. Amendment of Section 2. Exercise of Warrant. Section 2 of the Warrant is amended by adding the following at the end thereof:

[The remainder of this page is intentionally blank.]

- 2 -

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

QUEPASA CORPORATION
7550 E. Redfield Road, Suite A
Scottsdale, AZ 85260
Fax:
Attn:

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

RICHARD L. SCOTT INVESTMENTS, LLC

Fax:
Attn:

By: / s/ Richard L. Scott
Name: Richard L. Scott
Title: Chief Executive Officer

Exhibit 10.11

EXECUTION VERSION

SUBORDINATED PROMISSORY NOTE


Principal Amount: $5,000,000		Scottsdale, Arizona
Interest Rate Per Annum: 4.46%		January 25, 2008

FOR VALUE RECEIVED, the undersigned QUEPASA CORPORATION , a Nevada corporation (the “ Maker ”), hereby promises to pay to the order of MEXICANS & AMERICANS TRADING TOGETHER, INC. , a Delaware corporation (the “ Payee ”), the unpaid principal amount of all amounts loaned by Payee to Maker under this Subordinated Promissory Note (the “ Note ”) together with all accrued and outstanding interest in respect of such principal amount and all other amounts payable hereunder, in accordance with the terms of this Note.

1. Extension of Loan . On the date hereof, Payee is extending a loan of $5,000,000 to Maker. By its execution of this Note, Maker acknowledges receipt of such funds.

2. Repayment of Principal .

(a) As between Maker and Payee . Maker shall repay the principal amount of this Note, together with all accrued and outstanding interest in respect of such principal amount and all other amounts payable hereunder upon the first to occur of: (i) October 16, 2016, (ii) the exercise by Holder (as defined therein) of all or a portion of that certain Common Stock Purchase Warrant (Series 1) for 1,000,000 shares of Common Stock, issued as of October 17, 2006, as amended, and/or that certain Common Stock Purchase Warrant (Series 2) for 1,000,000 shares of Common Stock, issued as of October 17, 2006, as amended, but only in the principal amount (which together with all accrued interest) is equal to the exercise price payable by the Payee to Maker with respect to the exercise of such Warrants, (iii) any liquidation, dissolution, winding up, or liquidating dividend of Maker, (iv) the commencement of any Insolvency or Liquidation Proceeding (as defined below), (v) upon the acceleration of the maturity hereof by Payee after the occurrence of an Event of Default hereunder as provided in Section 11, or (vi) upon the occurrence of (x) any consolidation or merger of Maker with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Maker immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (y) any transaction or series of related transactions to which the Maker is a party in which in excess of fifty percent (50%) of the Maker’s voting power is transferred; or (z) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Maker; except in the case of this clause (vi) for a transaction with respect to which the weighted average (based on daily trading volume of the principal market) closing price of Maker’s common stock for the 30 days following the announcement of such transaction exceeded $2.75 per share (adjusted for stock splits, dividends and similar transactions subsequent to the date hereof). This Note may be prepaid, in whole or in part, at any time, at the option of the Maker.

(b) As among holders of Pari Passu Debt . Subject to Section 12, in the event that the Payee receives any payment with respect to this Note (other than a payment or deemed payment pursuant to Section 2(a)(ii)) that is greater than its pro rata share (based on outstanding principal amount) of all payments concurrently made to the holders of Pari Passu Debt, then the amount of such payment in excess of the pro rata share (the “ Excess Payment ”) shall be held by Payee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Pari Passu Debt as their interests may appear or their Representative under the agreements (if any) pursuant to which Pari Passu Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Pari Passu Debt remaining unpaid. Payee shall be subrogated to the rights of holders of Pari Passu Debt to the extent that distributions otherwise payable to Payee have been applied to the payment of Pari Passu Debt.

3. Payment of Interest . Interest shall accrue on the unpaid principal amount outstanding hereunder from the date of this Promissory Note until such principal amount is paid in full at an interest rate equal at all times to the rate set forth above, compounded annually. Maker shall only be required to pay interest on the outstanding principal amount in connection with the payment (or prepayment) or maturity of principal hereunder.

4. No Right of Set-Off . Maker shall not have, and hereby expressly waives, the right to withhold and set-off against any amount due hereunder any amounts due Maker from Payee.

5. Payment Mechanics . Principal, interest and other amounts due hereunder are payable in lawful money of the United States of America in same day or immediately available funds to the account of Payee as specified in writing, or at such other place or places as the Payee may, from time to time, designate in writing. All computations of interest under this Note shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) occurring in the period for which such interest is payable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a business day, such payment shall be due instead on the next succeeding business day, and such extension of time shall in such case be included in the computation of such payment of interest and not in the computation of the succeeding payment of interest.

6. Certain Covenants

(a) Payment on Pari Passu Debt . Maker shall not make any payments on any Pari Passu Debt (other than the acceptance of such Pari Passu Debt in payment of the exercise price of any warrant for Maker’s common stock in a manner similar to Section 2(a)(ii) hereof) unless and until Maker pays a ratable payment on this Note (for example, if Maker pays, in cash, 50% of the outstanding principal amount of any Pari Passu Debt, then Maker must simultaneously pay, in cash, 50% of the principal amount of this Note).

(b) Incurrence of Indebtedness . Without the prior written consent of the holders of a majority of the outstanding principal amount of this Note and the Pari Passu Debt voting as a single class (the “ Requisite Holders ”), the Company and its subsidiaries shall not incur, create, assume, or in any manner become or be liable, as principal obligor, guarantor, or otherwise, with respect to any indebtedness for borrowed money (whether secured or unsecured, and including capital leases), except the following:

(i) Purchase Money Debt and Capital Lease Obligations . Purchase money debt and capital lease obligations used to finance the acquisition of equipment in the ordinary course of business, not exceeding the purchase price of the equipment financed or subject to the capital lease, as the case may be, and not imposing a lien or security interest on any assets other than the equipment so financed.

(ii) Other Indebtedness. Other Indebtedness for borrowed money not to exceed $3 million.

(iii) Pari Passu Debt . The Pari Passu Debt incurred in connection with and as a condition to the incurrence of this Note.

(iv) Endorsements . Endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business.

(c) Right to Participate in Future Lendings . To the extent that Maker incurs additional indebtedness due to any holder of Pari Passu Debt or any affiliate of such holder, Payee shall have the right (but not the obligation) to provide its pro rata share (based on the outstanding principal amount of this Note and such Pari Passu Debt) of such additional indebtedness.

7. Expenses . Maker shall pay on demand all reasonable costs and expenses incurred by or on behalf of Payee in connection with Payee’s exercise of any or all of its rights and remedies under this Note, including, without limitation, in each case reasonable attorneys’ fees.

8. Assignment . Subject to compliance with the Securities Act of 1933, as amended, and any applicable state or other federal securities laws, Payee shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Maker. Upon delivery of written notice to Maker of any such assignment, any such assignee shall, except as otherwise specified in the relevant assignment document, succeed to all of the rights of Payee hereunder. Maker may not assign its obligations hereunder without the prior written consent of Payee. All the covenants, stipulations, promises and agreements made by or contained in this Note on behalf of the Maker shall bind its successors, whether so expressed or not.

9. Governing Law; Waiver of Jury Trial . THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. PAYEE AND MAKER HEREBY KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS NOTE OR THE NOTE PURCHASE AGREEMENT.

10. No Implied Waiver; Waivers . No failure on the part of Payee to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

11. Default; Default Interest . Time is of the essence of this Note. If any Event of Default shall occur hereunder, which Event of Default is not cured following the giving of any applicable notice and within any applicable cure period set forth herein, and in such event, the entire outstanding principal balance of the indebtedness evidenced hereby, together with any other sums advanced hereunder, together with all unpaid interest accrued thereon, shall, at the option of Payee and without notice to Maker, at once become due and payable and may be collected forthwith, regardless of the stipulated date of maturity. Further, upon the occurrence of any Event of Default as set forth herein, at the option of Payee and upon written notice to Maker, all accrued and unpaid interest, if any, shall be added to the outstanding principal balance hereof, and the entire outstanding principal balance, as so adjusted, shall bear interest thereafter until paid at an annual rate (the “Default Rate”) equal to the lesser of (i) the rate that is five percentage points (5.0%) in excess of the above-specified interest rate, or (ii) the maximum rate of interest allowed to be charged under applicable law (the “Maximum Rate”), regardless of whether or not there has been an acceleration of the payment of principal as set forth herein. All such interest shall be paid at the time of and as a condition precedent to the curing of any such Event of Default.

12. Subordination . Maker and Payee agree that the indebtedness evidenced by the Note is subordinated in right of payment, to the extent and in the manner provided herein, to the prior payment in full of all Senior Obligations (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Obligations.

(a) Upon any payment or distribution of assets of Maker of any kind or character, whether in cash, property or securities, to creditors in any Insolvency or Liquidation Proceeding with respect to Maker, all amounts due or to become due under or with respect to all Senior Obligations shall first be paid indefeasibly in full in cash before any payment is made on account of this Note. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of Maker of any kind or character, whether in cash, property or securities, to which Payee would be entitled shall be paid by Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by Payee if received by it, directly to the holders of Senior Obligations ( pro rata to such holders on the basis of the amounts of Senior Obligations held by such holders) or their Representative, as their interests may appear, for application to the payment of the Senior Obligations remaining unpaid until all such Senior Obligations have been paid indefeasibly in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Obligations.

(b) (i) Upon the receipt of a notice of default and during the continuation of any default in the payment of principal of, interest or premium, if any, on any Senior Obligations, or in the event that any event of default (other than a payment default) with respect to any Senior Obligations shall have occurred and Maker has received notice thereof and such default shall be continuing and shall have resulted in such Senior Obligation becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (ii) upon the receipt of a notice of default and during the continuation of any event of default, other than an event of default as described in clause (i) above, with respect to any Senior Obligations that permits the holders of such Senior Obligations (or their Representative or Representatives) to declare such Senior Obligations due and payable prior to the date on which it would otherwise have become due and payable, then no cash payment or other distribution or transfer of assets shall be made by or on behalf of Maker on account of this Note (except that the issuance of common stock to Payee pursuant to the Series 1 and Series 2 warrant as contemplated in Section 2(a)(ii) in return for the full or partial surrender by Payee of this Note shall be permitted), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Obligations or such acceleration shall have been rescinded or annulled.

(c) In the event that the Payee receives any payment with respect to this Note at a time when such payment is prohibited by the provisions hereof, such payment shall be held by Payee, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Obligations as their interests may appear or their Representative under the agreements (if any) pursuant to which Senior Obligations may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Obligations remaining unpaid to the extent necessary to pay such Senior Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations.

(d) After all Senior Obligations are paid in full and until this Note is paid in full, Payee shall be subrogated (equally and ratably with all other Pari Passu Debt) to the rights of holders of Senior Obligations to receive distributions applicable to Senior Obligations to the extent that distributions otherwise payable to Payee have been applied to the payment of Senior Obligations. A distribution made under this Note to holders of Senior Obligations that otherwise would have been made to Payee is not, as between Maker and Payee, a payment by Maker on this Note.

(e) The “Subordination” section of this Note defines the relative rights of Payee and holders of Senior Obligations. Nothing in this Note shall impair, as between Maker and Payee, the obligations of Maker, which are absolute and unconditional, to pay principal of and interest on this Note in accordance with its terms or affect the relative rights of Payee and creditors of Maker other than their rights in relation to holders of Senior Obligations.

(f) No right of any holder of Senior Obligations to enforce the subordination of the indebtedness evidenced by this Note shall be impaired by any act or failure to act by Maker or Payee or by the failure of Maker or Payee to comply with this Note.

(g) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Obligations, or any of them, may, at any time and from time to time, without the consent of or notice to Payee, without incurring any liabilities to Payee and without impairing or releasing the subordination and other benefits provided in this Note or the obligations of Payee to the holders of the Senior Obligations, even if any right of reimbursement or subrogation or other right or remedy of Payee is affected, impaired or extinguished thereby, take any action with respect to the Senior Obligations, including, without limitation, any one or more of the following:

(i) change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend, increase or alter, the terms of any Senior Obligations, any security therefor or guaranty thereof or any liability of any obligor thereon (including any guarantor) to such holder, or any liability incurred directly or indirectly in respect thereof or otherwise amend, renew, exchange, extend, modify, increase or supplement in any manner any Senior Obligations or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Obligations are outstanding;

(ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any property pledged, mortgaged or otherwise securing Senior Obligations or any liability of any obligor thereon, to such holder, or any liability incurred directly or indirectly in respect thereof;

(iii) settle or compromise any Senior Obligations or any other liability of any obligor of the Senior Obligations to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Obligations) in any manner or order; and

(iv) fail to take or to record or to otherwise perfect, for any reason or for no reason, any lien or security interest securing Senior Obligations by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other person, elect any remedy and otherwise deal freely with any obligor and any security for the Senior Obligations or any liability of any obligor to such holder or any liability incurred directly or indirectly in respect thereof.

(h) Whenever a distribution is to be made or a notice given to holders of Senior Obligations, the distribution may be made and the notice given to their Representative. Upon any payment or distribution of assets of Maker referred to in the “Subordination” section of this Note, Payee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other person making any distribution to Payee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Obligations and other indebtedness of Maker, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to the “Subordination” section of this Note.

13. Definitions .

(a) " Event of Default ” means the occurrence of any of the following:

(i) Maker’s failure to pay principal or interest when due under this Note.

(ii) Any representation or warranty by Maker in the Note Purchase Agreement of even date herewith was incorrect in any material respect as of the date thereof.

(iii) Fifteen (15) days following Payee’s written notice to Maker of Maker’s failure to comply with, observe, or perform any covenant contained in this Note; provided, however, as to any such breach that is reasonably susceptible to being cured, the occurrence of such breach shall not constitute an Event of Default hereunder if such breach is fully cured within such fifteen (15) day period.

(iv) Default in the payment of principal of, interest or premium, if any, on any Senior Obligation or Pari Passu Debt exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) (a “ Material Debt ”) in the aggregate or in the event that any event of default (other than a payment default) with respect to any Material Debt shall have occurred and Maker has received notice thereof and such default shall have resulted in such Material Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable.

(b) " Insolvency or Liquidation Proceeding ” means (i) any voluntary or involuntary insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to Maker or to the creditors of Maker, as such, or to the assets of Maker, or (ii) any liquidation, dissolution, reorganization or winding up of Maker, whether voluntary or involuntary and involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of Maker.

(c) " Obligations ” means any principal, interest, penalties, expenses, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Senior Obligations or Pari Passu Debt, as the case may be.

(d) " Pari Passu Debt ” means any indebtedness of Maker which by its terms is pari passu in right of payment to this Note and which contains provision substantially similar to Section 2(b) hereof. Maker agrees that the approximately $2 million of additional new indebtedness of Maker incurred in connection with and as a condition to this Note includes terms designating such indebtedness as Pari Passu Debt .

(e) " Representative ” means the trustee, agent or representative for any Senior Obligations or Pari Passu Debt, as the case may be.

(f) " Senior Obligations ” shall mean all obligations (whether now outstanding or hereafter incurred) for the payment of indebtedness for borrowed money which Maker is responsible or liable as obligor, guarantor or otherwise, except those which by their express terms are pari passu in right of payment with this Note.

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IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first set forth above.

QUEPASA CORPORATION

By: / s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and Chairman of the Board of Directors

ACCEPTED:

MEXICANS & AMERICANS TRADING
TOGETHER, INC.

By: /s/ Andres Gonzalez Saravia
Name: Andres Gonzalez Saravia
Title: President

Signature Page to Quepasa Subordinated Promissory Note

Exhibit 10.12

EXECUTION VERSION

PROMISSORY NOTE


Principal Amount: $2,000,000		Scottsdale, Arizona
Interest Rate Per Annum: 4.46%		January 25, 2008

FOR VALUE RECEIVED, the undersigned QUEPASA CORPORATION , a Nevada corporation (the “ Maker ”), hereby promises to pay to the order of RICHARD L. SCOTT INVESTMENTS, LLC , a limited liability company (the “ Payee ”), the unpaid principal amount of all amounts loaned by Payee to Maker under this Subordinated Promissory Note (the “ Note ”) together with all accrued and outstanding interest in respect of such principal amount and all other amounts payable hereunder, in accordance with the terms of this Note.

1. Extension of Loan . On the date hereof, Payee is extending a loan of $2,000,000 to Maker. By its execution of this Note, Maker acknowledges receipt of such funds.

2. Repayment of Principal .

(a) As between Maker and Payee . shall repay the principal amount of this Note, together with all accrued and outstanding interest in respect of such principal amount and all other amounts payable hereunder upon the first to occur of: (i) March 21, 2016, (ii) the exercise by Holder (as defined therein) of all or a portion of that certain Common Stock Purchase Warrant (Series 2) for 500,000 shares of Common Stock, issued as of March 21, 2006, as amended, and/or that certain Common Stock Purchase Warrant (Series 3) for 500,000 shares of Common Stock, issued as of March 21, 2006, as amended, but only in the principal amount (which together with all accrued interest) is equal to the exercise price payable by the Payee to Maker with respect to the exercise of such Warrants, (iii) any liquidation, dissolution, winding up, or liquidating dividend of Maker, (iv) the commencement of any Insolvency or Liquidation Proceeding (as defined below), (v) upon the acceleration of the maturity hereof by Payee after the occurrence of an Event of Default hereunder as provided in Section 11, or (vi) upon the occurrence of (x) any consolidation or merger of Maker with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Maker immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (y) any transaction or series of related transactions to which the Maker is a party in which in excess of fifty percent (50%) of the Maker’s voting power is transferred; or (z) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Maker; except in the case of this clause (vi) for a transaction with respect to which the weighted average (based on daily trading volume of the principal market) closing price of Maker’s common stock for the 30 days following the announcement of such transaction exceeded $2.75 per share (adjusted for stock splits, dividends and similar transactions subsequent to the date hereof). This Note may be prepaid, in whole or in part, at any time, at the option of the Maker.

4. No Right of Set-Off . Maker shall not have, and hereby expressly waives, the right to withhold and set-off against any amount due hereunder any amounts due Maker from Payee.

6. Certain Covenants

(ii) Other Indebtedness. Other Indebtedness for borrowed money not to exceed $3 million.

(iii) Pari Passu Debt . The Pari Passu Debt incurred in connection with and as a condition to the incurrence of this Note.

(iv) Endorsements . Endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business.

13. Definitions .

(a) " Event of Default ” means the occurrence of any of the following:

(i) Maker’s failure to pay principal or interest when due under this Note.

(ii) Any representation or warranty by Maker in the Note Purchase Agreement of even date herewith was incorrect in any material respect as of the date thereof.

(e) " Representative ” means the trustee, agent or representative for any Senior Obligations or Pari Passu Debt as the case may be.

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IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first set forth above.

QUEPASA CORPORATION

By: /s/ John C. Abbott
Name: John C. Abbott
Title: Chief Executive Officer and
Chairman of the Board of Directors

ACCEPTED:

RICHARD L. SCOTT INVESTMENTS, LLC

By: /s/ Richard L. Scott
Name: Richard L. Scott
Title: Chief Executive Officer

Signature Page to Quepasa Subordinated Promissory Note

Exhibit 99.1

Press Release

Quepasa Corporation Receives $7 Million in Financing from Investor Groups
Capital Infusion to Allow Online Latino Company Opportunity to Realize Additional Market Potential.

Scottsdale, Ariz. – January 29, 2008 – PRNewswire — Quepasa Corporation (NASDAQ: QPSA), one of the world’s largest, bicultural, Latino online communities, has entered into financing agreements with Mexican and Americans Trading Together, Inc. (“MATT”) and Richard L. Scott Investments, LLC (“RLS”), to provide Quepasa with $7 million of working capital. MATT and RLS are two of the company’s largest investors.

“We welcome this capital infusion and vote of confidence by these two significant shareholders. We believe this infusion of capital will enable us to execute on our vision, which is to create a truly unique social Hispanic experience at Quepasa.com. We expect to introduce some innovative networking concepts that will be new to both the Latino and Anglo markets,” stated John C. Abbot, Chief Executive Officer of Quepasa.

Under the terms of the agreements, MATT and RLS have loaned $5 million and $2 million, respectively, in exchange for 10 year subordinated promissory notes for the respective amounts. Interest will accrue on the outstanding unpaid principal amount due under the notes from the date of each note until the principal amount is paid in full at an interest rate of 4.46%, compounded annually. Quepasa will only be required to pay interest on the outstanding principal amount of the promissory notes on their maturity or upon prepayment.

In addition to the promissory notes, the exercise prices for the warrants held by MATT to purchase one million shares of Quepasa stock at $12.50 per share and one million shares of Quepasa stock at $15.00 per share have both been reduced to $2.75 per share. The exercise prices for the warrants held by RLS to purchase 500,000 shares of Quepasa stock at $4.00 per share and 500,000 shares of Quepasa stock at $7.00 per share have also been reduced to $2.75 per share.

About Quepasa Corporation

Quepasa Corporation (NASDAQ: QPSA), headquartered in Scottsdale, Arizona (with offices in Miami and Mexico), owns Quepasa.com, one of the world’s largest, bicultural, Latino, online communities committed to providing entertaining, enriching, and empowering products and services. Quepasa.com serves its users in the U.S. and Latin America in both Spanish and English.

Safe Harbor/Forward-Looking Statements of Quepasa Corporation

Statements in this press release that refer to plans and expectations for the future are forward-looking statements that involve a number of risks and uncertainties. A number of factors could cause future results to differ materially from historical results, or from results or outcomes currently expected or sought by the Company. In addition to the Risk Factors described in Item 1 of the Company’s Form 10-KSB, as amended, for the fiscal year ended December 31, 2006, these factors include, but are not limited to, our current level of indebtedness and the restrictions in our subordinated promissory notes, which may make it difficult for us to obtain additional financing; the possibility of liability for information displayed or accessed via the Company’s Web site and for other commerce-related activities; competition in the operation of Web sites and in the provision of information retrieval services; changing laws, rules, and regulations; potential liability for breaches of security on the Internet; dependence on third party databases and computer systems; competition from traditional media companies; new technologies that could block the Company’s ability to advertise; and, with respect to the matters described in this press release, the success of the Company’s senior management team.

Contact:
Mike Matte, Chief Financial Officer
Quepasa Corporation
(480) 348-2665


Nevada	001-33105	86-0879433
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


7550 E. Redfield Rd. Suite A Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)