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                                                                   Exhibit 10.15


                 E-COMMERCE SERVICES AND SUBLICENSE AGREEMENT

                         QuePasa.com / The BigHub.com


This E-Commerce Services and Sublicense Agreement (the "Agreement") is made this
25 day of February, 2000 (the "Effective Date") by and between The BigHub.com,
Inc., a Florida corporation ("Company") and QuePasa.com, Inc., an Arizona
corporation ("QuePasa.com") on the terms and conditions set forth herein.

1.   Introduction.

     1.1  QuePasa.com is an online portal and web site community, which
          primarily markets to the Latino community. QuePasa.com is engaged in,
          among other things, providing content, community and services to its
          subscribers and others (together with any affiliated or successor
          services thereto, the "QuePasa.com Service").

     1.2  The Company provides third parties with the content, applications and
          services necessary to create, configure, maintain and conduct certain
          business through electronic commerce ("e-commerce") sites via the
          Internet substantially similar to the e-commerce site currently
          maintained by the Company at http://www.thebighub.com (together with
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          any successor sites thereto, the "Company Site"). Such services to be
          provided hereunder (the "Company Service") include, but are not
          limited to, product offerings, transaction processing, credit/debit
          card validation, fraud detection, order tracking, transaction
          accounting, reporting and records retention, vendor communications and
          relations, customer profile maintenance, and all such other
          capabilities as may be necessary to operate a complete e-commerce
          store for consumer products. As part of the Company Service, the
          Company utilizes certain proprietary technology (the "Technology")
          that the Company has an exclusive license to market. The exclusive
          license enables the Company, among other things, to process e-commerce
          transactions received over the Internet in an efficient and effective
          manner and to track customer orders from the time the order is placed
          through delivery to the customer's designated shipping address.

     1.3  QuePasa.com desires to receive, and the Company desires to provide,
          the Company Service and sublicense the Technology in order to create
          an online store (the "QuePasa.com Mall") to be made available to users
          of the QuePasa.com Service and others ("Users") throughout the Term
          (as defined in Section 5.1).

     1.4  Accordingly, QuePasa.com and the Company hereby agree as follows:

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2.   QuePasa.com Mall.

     2.1  Storefront Design and Display. The Company will develop, with the
          input and assistance of QuePasa.com, the pages of the QuePasa.com
          Service that constitute the QuePasa.com Mall. Such pages will promote
          and describe the products offered by the Company Service. QuePasa.com
          will design the style, look and feel of such pages at its sole
          discretion, and may change such design at any time. Each page of the
          QuePasa.com Mall will include, at QuePasa.com's request, branding for
          QuePasa.com and may include hyperlinks to other pages maintained by or
          for QuePasa.com or to sites of third parties as determined by
          QuePasa.com in its sole discretion. The Company will execute and
          implement any changes within a commercially reasonable time after
          receiving such changes.

     2.2  The QuePasa Mall site will offer all products currently available to
          the Company. After 30 days from the date the QuePasa mall is
          live,Product Selection and Content. QuePasa.com will be entitled to
          select the products or categories of products to be displayed and
          offered within the QuePasa.com Mall, and may elect to display and list
          any or all (or none) of the products available on the Company Service.
          Further, QuePasa.com may elect to display all or any part of the
          Product Information in connection therewith, or any information in
          addition thereto or in lieu thereof. At QuePasa.com's request, the
          Company will provide reasonable assistance and marketing expertise to
          QuePasa.com to assist QuePasa.com in the selection and display of
          products. With respect to each product offered through the Company
          Service (the "Product Selection"), the Company will display within the
          QuePasa.com Mall (i) a short description, review or other reference
          pertaining to that product, as well as pricing, shipping and other
          information (the "Product Information"); and (ii) an opportunity for
          the User to purchase such product. As between QuePasa.com and the
          Company, the Company will be responsible for the content of the
          Product Information.

     2.3  Hosting and Maintenance; Technical Specifications. The Company will
          host and maintain all pages of the QuePasa.com Mall on the Company's
          servers (or on servers within its reasonable control) and will provide
          all computer hardware, software and personnel necessary to operate and
          maintain the QuePasa.com Mall as a functional site accessible to
          Users.

     2.4  Content Standards. The Company will not, within the Service, permit to
          appear, including by way of links, sublinks or otherwise, any
          messages, data, images, programs or products that (i) are illegal; or
          (ii) would knowingly or intentionally on the part of the Company
          violate the property rights of others, including unauthorized
          copyrighted text, images or

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          programs, trade secrets or other proprietary information, or
          trademarks or service marks used in an infringing fashion.

     2.5  Order Processing and Fulfillment. As between QuePasa.com and the
          Company, the Company will be responsible for processing User orders,
          overseeing the preparation of order forms, processing User payments,
          cancellations and returns, tracking sales through the QuePasa.com
          Mall, providing QuePasa.com with reports summarizing such sales
          activity, and all other functions and duties necessary and incidental
          to the Company Service.

     2.6  Returns and Refunds. As between QuePasa.com and the Company, the
          Company will be responsible for administering any returns and refunds
          for products ordered through the Company Service. The Company will
          provide QuePasa.com with a monthly report of returns, refunds,
          cancellations, chargebacks and bad debts in sufficient detail to allow
          the calculation of Net Merchandise Profit.

     2.7  Advertising revenue. Each party may keep its respective advertising
          revenue generated from their site. For purposes of clarity,
          QuePasa.com is entitled to advertising revenue generated from the
          QuePasa.com Mall

     2.8  The Company will make available a Spanish version, mechanically
          translated, immediately. The Company will provide a fluent Spanish
          version within 6 months.

     2.9  QuePasa.com may, in its sole discretion, exclude from the quepasa Mall
          any links which would cause a user to leave the quepasa Mall.

     2.10 QuePasa.com may, in its sole discretion, exclude any manufacturer or
          product category from the quepasa Mall as defined in section 2.2. In
          addition, QuePasa may, to the extent available, customize or exclude
          specific individual product offerings. Any and all customization work
          on the mall must be approved by the Company, of which approval will
          not be unreasonably withheld.

3.   Additional Obligations.

     3.1  Reporting. On or before the 30 days following the end of each month
          during the Term, the Company will provide to QuePasa.com a report
          detailing all transactions on the QuePasa.com Mall during the previous
          month. Such report will reflect the calculation of Net Merchandise
          Profits earned by QuePasa.com for such month, which amount should
          agree to the funds received by QuePasa.com for such month pursuant to
          Section 4. In the event of any difference or discrepancy, the Company
          will accompany the transmission of such funds with an exception or
          reconciliation report.

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          Such report will also detail the number of purchases made in such
          month by Users through the QuePasa.com Mall.

     3.2  Quality of Services. The Company agrees and represents that the
          Company Services, including the Product Selection and Product
          Information, will be at least equal, in terms of quality, accuracy,
          scope and timeliness, as any similar services made available by the
          Company to other users or partners. Unless otherwise requested by
          QuePasa.com, throughout the Term the Company Services will include all
          of the information, features and functionality, and performance
          substantially similar to other Company Client Sites.

     3.3  Responsibility for Products and Services. The Company acknowledges and
          agrees that, as between the Company and QuePasa.com, the Company will
          be solely responsible for the operation of the Company Services. The
          Company acknowledges and agrees that QuePasa.com does not intend to,
          and will not be required to, edit or review for accuracy any of the
          Product Information, with the exception of Spanish language
          translations. The Company will provide QuePasa.com with the name and
          contact information of an individual who will act as a point of
          contact between QuePasa.com and the Company on all customer service
          issues, and the Company will update such information from time to time
          as necessary. QuePasa.com is not authorized to make, and agrees not to
          make, any representations or warranties concerning the Company, except
          to the extent (if any) contained within the Product Information
          delivered to QuePasa.com by the Company. The foregoing restriction
          will not limit QuePasa.com's ability to make editorial statements
          regarding the Company or the Products.

     3.4  Prohibited Products and Content. Company will not provide, sell or
          offer to sell, or otherwise make available through links, sublinks or
          otherwise, the following products or content (or services related to
          the same): pharmaceutical or any other controlled substances; illegal
          drugs, illegal drug contraband; alcohol; firearms; weapons; pirated
          computer programs; illicitly pornographic sexual products; illegal
          goods; or computer software viruses or software designed to create a
          virus.

     3.5  Technical Support. The Company will use its best efforts to provide
          all necessary maintenance and technical support to QuePasa.com in
          connection with QuePasa.com's use of the Technology or the Company
          Services. The Company will provide QuePasa.com with three technical
          contacts that will be accessible 24 hours per day, seven days per
          week, 365 days per year. The Company will use its best efforts to
          respond to all requests for support by QuePasa.com within four hours,
          day or night. The Company will notify QuePasa.com at least three days
          in advance of any

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          planned service outage period for systems maintenance or other
          purposes, which outage periods will not occur during peak traffic
          hours.

     3.6  Modifications to Services.  Except for the addition of new tools and
          services, the Company will modify the Company Services only upon the
          prior written consent of QuePasa.com.

     3.7  Most Favored Customer.  If the Company offers to any new or existing
          partner any feature or function that the company may provide to any
          other client, such features, functions or services will be available
          to QuePasa.com at the lowest cost any client pays or obtains free of
          charge.

     3.8  Fraudulent Transactions. The Company will provide QuePasa.com with a
          prompt report of any fraudulent order placed through the QuePasa.com
          Mall of which it has knowledge, including the date, screenname or e-
          mail address, and amount associated with such order, promptly
          following the Company's obtaining knowledge that the order is, in
          fact, fraudulent.

     3.9  Page Impressions. The Company shall disavow and not take credit for
          the page impressions that it receives on the QuePasa.com Mall. The
          Company shall provide to QuePasa.com a monthly report of page
          impressions on the QuePasa.com Mall.

     3.10 To the extent it is commercially reasonable, the Company will
          cooperate with QuePasa.com to assist them in identifying and creating
          their own buying agreements with their own vendors.

4.   Fees and Payments.

     4.1  Certain Definitions.  For purposes of this Agreement:

          (a)  "Net Merchandise Profits" shall equal Qualifying Product Sales,
               less the cost of the product sold, taxes, gift-wrapping,
               shipping, handling, customer service fees, credit card
               processing, fraud and detection fees, charge backs, bad debt,
               credits for refunds, cancellations, any third party related
               return costs and returned products and a BigHub transaction fee
               equal to 6% of the cost of goods sold. In no event will the
               amounts related to customer service fees when coupled with all
               other costs as defined here exceed the Net Merchandise Profits.

          (b)  Customer Service Costs will only be accounted for and related to
               the direct and sole support of the QuePasa Mall.

          (c)  A "Qualifying Product Sale" occurs when a customer (i) places an
               order on the pages of the QuePasa.com Mall, (ii) purchases the
               product(s) using the automated ordering system of the Company
               Service, (iii) accepts delivery of the product(s) at the
               customer's

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               shipping destination, (iv) remits full payment to the Company or
               its designee, and (v) does not return the product(s) within a
               commercially reasonable time.

          (d)  Set up fee $0

          (e)  Monthly hosting fee $0

     4.2  Pricing. QuePasa.com may set prices for all products offered on the
          QuePasa.com Mall, pricing to include costs as defined in section
          4.1(a). Subject to the Company's commercially reasonable discretion,
          QuePasa.com may from time to time set prices for certain special
          promotional products below Cost. For any Qualifying Product Sale the
          price of which product is below cost, Quepasa is responsible to pay
          the Company the difference between the below cost product sale and the
          product cost and all customary mall charges as defined in sec 4.1 (a)
          no Net Merchandise Profit will be payable by or to either Party.

     4.3  Payment; Monthly Commissions. Within 30 days following the end of each
          month during the Term, the Company will transmit to QuePasa.com all
          Net Merchandise Profit on Qualifying Product Sales for such Month
          ("Monthly Commissions"). The Company will, at QuePasa.com's request,
          deposit such Monthly Commissions into an account of QuePasa.com's
          choice.

     4.4  Audit Rights. Each party will maintain complete, clear and accurate
          records of all expenses, revenues, fees, transactions and related
          documentation (including agreements) in connection with the
          performance of this Agreement. All such records will be maintained for
          a minimum of two years following expiration or termination of this
          Agreement. For the sole purposes of ensuring compliance with this
          Agreement, each party will have the right, at its sole expense, to
          examine (either itself or through a designated representative)
          portions of the records of the other party, which are directly related
          to the obligations sought to be examined. A party may conduct such
          examination no more than once per quarter, and upon at least 14 days'
          written notice. In the event that QuePasa.com discovers, through such
          examination, an underpayment of fees for any three-month period in
          excess of ten percent, then, in addition to promptly paying to
          QuePasa.com the amount of such underpayment, the Company will
          reimburse QuePasa.com for its reasonable costs incurred in conducting
          such examination.

5.   Term; Termination.

     5.1  Term. The term of this Agreement (the "Initial Term") will commence on
          the Effective Date and, unless earlier terminated in accordance with
          this

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          Section 5, will continue for a period of two (2) years after the
          Effective Date. This Agreement may be renewed for successive
          additional terms (each, a "Renewal Term") if the parties so agree at
          least 60 days before the end of the then-current term. The Initial
          Term and all Renewal Terms (if any) are collectively referred to
          herein as the "Term."

     5.2  Termination for Breach. Either party may terminate this agreement
          immediately if the other party commits a material breach of its
          obligations hereunder that is not cured within 30 days after receiving
          written notice thereof. For purposes of this Section 5.2, failure by
          the Company to fulfill any of the Work Phases required by this
          Agreement will be deemed a material breach of its obligations
          hereunder.

     5.3  Termination for Convenience. QuePasa.com may terminate this Agreement
          at any time during the Term for any reason (or no reason) by giving a
          written notice of termination to the Company at least 30 days prior to
          the effective date of such termination.

     5.4  Termination Upon Bankruptcy/Insolvency. Either party (the "Terminating
          Party") may terminate this Agreement immediately, and will have no
          further obligation under this Agreement, if the other party (i)
          becomes insolvent; (ii) makes an assignment for the benefit of
          creditors; (iii) makes or sends notice of a bulk transfer; (iv) calls
          a meeting of its creditors with respect to its inability to pay its
          obligations owed to such creditors on customary terms; (v) defaults
          under any agreement, document or instrument relating to its
          indebtedness for borrowed money; (vi) ceases to do business as a going
          concern; (vii) has a petition is filed by or against it under any
          bankruptcy or insolvency laws; (viii) experiences a change in its
          ownership, such that a competitor of the Terminating Party holds an
          equity interest in it, without the Terminating Party's prior, written
          consent to such ownership; or (ix) sells all or substantially all of
          its assets.

     5.5  Survival. Sections 3.1, 4, 5.6, 5.7, and 6 through 12, and all then-
          pending payment obligations and order processing and fulfillment
          obligations will survive any termination or expiration of this
          Agreement.

     5.6  Rights Upon Termination. Upon the expiration or termination of this
          Agreement, all Confidential Information, upon the disclosing Party's
          written request (i) will be returned to the disclosing Party or (ii)
          the recipient will execute a written certification that all
          Confidential Information has been destroyed.

6.   Proprietary Rights and Sublicense.

     6.1  Ownership. As between QuePasa.com and the Company, (i) the Exclusive
          Technology License is and will remain the sole and exclusive property
          of

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          The BigHub.com, and QuePasa.com possesses no, and will not obtain by
          virtue of this Agreement, right, title or interest in or to the
          Technology, except as provided by the sublicense rights granted under
          Section 7.2; and (ii) except for the Product Information, all aspects
          and content of the QuePasa.com Service and the QuePasa.com Mall are
          and will remain the sole and exclusive property of QuePasa.com, and
          the Company possesses no, and will not obtain by virtue of this
          Agreement, right, title or interest therein or thereto. Neither party
          will use, publish or publicly display the trademarks, trade names,
          service marks and logos of the other party without the prior consent
          of the other party.

     6.2  Sublicense. Subject to the terms and conditions of this Agreement, the
          Company hereby grants to QuePasa.com a perpetual, nonexclusive,
          worldwide right and sublicense to [use and operate] the Exclusive
          Technology in connection with the QuePasa.com Mall. This license
          includes all elements of the Exclusive Technology necessary to
          install, implement and maintain all aspects of the Company Services
          throughout the Term.

     6.3  QuePasa.com Marks. QuePasa.com hereby grants to the Company a
          nonexclusive, restricted, worldwide license, effective throughout the
          Term, to use, display, distribute, perform and publish QuePasa.com's
          trademarks, service marks and logos (collectively, the "QuePasa.com
          Marks") on the QuePasa.com Mall.

7.   Warranties and Representations.

     7.1  Warranties and Representations of Company. The Company represents and
          warrants that:

          a.   neither the Technology, nor any of the Company's activities or
               Services performed hereunder, infringes on any patent, copyright,
               trademark, trade secret or other intellectual property rights or
               similar rights of any third party;

          b.   it has all necessary right, power and authority to perform all
               acts required under this Agreement, including the right, power
               and authority to (i) sublicense the Technology and (ii) offer and
               sell each product offered through the Company Services (including
               all necessary licenses from all necessary jurisdictions to engage
               in the advertising and sale of the goods offered within the
               Company Services);

          c.   its entry into this Agreement and the performance of its
               obligations and duties hereunder does not and will not violate
               any agreement to which it is a party or by which it otherwise is
               bound;

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          d.   all Product Information is and will be accurate and complete in
               all respects to the Company's best knowledge; and

          e.   the Company has the necessary knowledge and skills to
               successfully operate and conduct the Company Services as required
               by this Agreement.

     7.2  Warranties and Representations of QuePasa.com. QuePasa.com represents
          and warrants that:

          a.   it has all necessary right, power and authority to perform all
               acts required under this Agreement; and

          b.   its entry into this Agreement and the performance of its
               obligations and duties hereunder does not and will not violate
               any agreement to which it is a party or by which it otherwise is
               bound.

     7.3  Disclaimer. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER HAS NOT
          MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS OF ANY KIND,
          EXPRESS OR IMPLIED, INLCUDING BUT NOT LIMITED TO WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING
          THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY
          OR REPRESENTATION THAT THE USE OF THE TECHNOLOGY WILL PROVIDE
          QUEPASA.COM ANY PARTICULAR RESULT OR WILL BE SUITABLE FOR
          QUEPASA.COM'S PURPOSES.

8.   Privacy and Security.

     8.1  The Company Services will include Secure Socket Layer Software or
          similar commercially accepted security technology to protect the data
          and secure the transactions entered through the Company Services. Such
          software will encrypt all personal information provided by Users,
          including credit card number, name and address as it is transmitted
          over the Internet.

     8.2  All information pertaining to Users, including personal identification
          information and product purchase information (collectively, "User
          Data"), is and will remain the sole property of QuePasa.com. The
          Company will not, during the Term or thereafter, send Users bulk e-
          mail communications, except where the User has purchased products from
          the Company through means other than the QuePasa.com Service. In no

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          event will the Company (i) provide User Data to any third party, or
          (ii) rent, sell or barter User Data.

9.   Confidentiality. In connection with the activities contemplated by this
     Agreement, each party may have access to confidential or proprietary
     technical or business information of the other party, including without
     limitation (i) business plans, proposals, ideas or research related to
     possible new products or services; (ii) financial results, statements and
     other financial information; (iii) User Data; (iv) requirements and
     sources, contracts, and means, methods and processes of providing services;
     (v) copyrights, patents, trademarks, and trade secrets; (vi) any reporting
     information herein; and (vii) the material terms of the relationship
     between the parties; provided, however, that such information will be
     considered confidential only if it is conspicuously designated as
     "Confidential," or if provided orally, identified at the time of disclosure
     (collectively, "Confidential Information"). Each party will take reasonable
     precautions to protect the confidentiality of the other party's
     Confidential Information, which precautions will be at least equivalent to
     those taken by such party to protect its own Confidential Information.
     Except as required by law or as necessary to perform under this Agreement,
     neither party will knowingly disclose the Confidential Information of the
     other party or use such Confidential Information for the benefit of any
     third party. Each party's obligations in this Section with respect to any
     portion of the other party's disclosed Confidential Information will
     terminate when the party seeking to avoid its obligation under such
     Paragraph can document that such disclosed Confidential Information: (i)
     was in the public domain at or subsequent to the time it was communicated
     to the receiving party ("Recipient") by the disclosing party ("Discloser")
     through no fault of Recipient; (ii) was rightfully in Recipient's
     possession free of any obligation of confidence at or subsequent to the
     time it was communicated to Recipient by Discloser; (iii) was developed by
     employees or agents of Recipient independently of and without reference to
     any information communicated to Recipient by Discloser; (iv) was
     communicated by the Discloser to an unaffiliated third party free of any
     obligation of confidence; or (v) was in response to a valid order by a
     court or other governmental body, was otherwise required by law or was
     necessary to establish the rights of either party under this Agreement;
     provided, however, that both parties will stipulate to any orders necessary
     to protect said information from public disclosure.

10.  Limitations of Liability. EXCEPT FOR CLAIMS ARISING UNDER SECTIONS 9 OR 11,
     IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS
     AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED
     CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE
     LOSS OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS
     BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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11.  Indemnification.

     11.1 Each party (the "Indemnifying Party") will indemnify the other party
          (the "Indemnified Party") against any and all claims, losses, costs
          and expenses, including court costs, reasonable expenses and
          reasonable attorneys' fees (collectively, "Losses"), which the
          Indemnified Party may incur as a result of claims in any form by third
          parties arising from the Indemnifying Party's breach of any
          warranties, representations or covenants contained in this Agreement.
          Further, the Company will indemnify QuePasa.com against any and all
          Losses QuePasa.com may incur as a result of claims by a third party
          that the Technology or the Company Service or any aspect thereof
          infringes upon patent, trademark copyright, trade secret or other
          intellectual property rights.

     11.2 If an Indemnified Party makes an indemnification request to the
          Indemnifying Party to control the defense, disposition or settlement
          of the matter at its own expense; provided that the Indemnifying Party
          will not, without the consent of the Indemnified Party enter into any
          settlement or agree to any disposition that imposes an obligation on
          the Indemnified Party that is not wholly discharged or dischargeable
          by the Indemnifying Party, or imposes any conditions or obligations on
          the Indemnified Party other than the payment of monies that are
          readily measurable for purposes of determining the monetary
          indemnification or reimbursement obligations of Indemnifying Party.
          The Indemnified Party will notify the Indemnifying Party promptly of
          any claim for which Indemnifying Party is responsible and will
          cooperate with the Indemnifying Party in every commercially reasonable
          way to facilitate defense of any such claim; provided that the
          Indemnified Party's failure to notify Indemnifying Party will not
          diminish Indemnifying Party's obligations under this Section except to
          the extent that Indemnifying Party is materially prejudiced as a
          result of such failure. An Indemnified Party will at all times have
          the option to participate in any matter or litigation through counsel
          of its own selection and at its own expense.

12.  Miscellaneous.

     12.1 Taxes. As between QuePasa.com and the Company, the Company will be
          solely responsible for all sales taxes that may be imposed upon sales
          of products through the Company Service, now or in the future.
          Notwithstanding the foregoing, each party will be solely responsible
          for all taxes based upon its own net income.

     12.2 Publicity. Neither party will make any public statement or other
          announcement (including, without limitation, issuing a press release
          or pre-briefing any member of the press or other third party) relating
          to the

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          terms or existence of this Agreement without the prior written
          approval of the other party.

     12.3 Assignment. Neither party may, without the prior written consent of
          the other, assign any of its rights or delegate any of its obligations
          under this Agreement; provided, however, that a party shall have the
          right to assign this Agreement without the prior consent of the other
          party in the case of a merger or a sale of all or substantially all of
          the party's assets to a party that is not a competitor of the other
          party. Subject to the foregoing, this Agreement will be fully binding
          upon, inure to the benefit of, and be enforceable by the parties
          hereto and their respective successors and assigns.

     12.4 Notices. Any notice or other communication under this Agreement will
          be sufficiently given if given in writing and delivered by hand
          delivery, or in lieu of such personal service, 24 hours after delivery
          to a national, overnight courier service, to the addresses listed
          below. Either party may designate a different address by giving a
          notice of change of address in the manner provided above.

               TheBigHub, Inc.               QuePasa.com, Inc.
               2939 Mossrock                 400 E. Van Buren, 4/th/ Floor
               San Antonio, Texas 78230      Phoenix, AZ 85004
               Facsimile: 210.979.6336       Facsimile: 602.716.0200
               Attn: Frank W. Denny          Attn: Robert G. Weinstein

     12.5 Governing Law. This Agreement will be construed in accordance with,
          and governed by, the laws of the State of California, jurisdicted of
          Orange County, without regard to the principles of conflicts of law
          thereof. The parties mutually consent and submit to the jurisdiction
          of the federal and state courts in and for Orange County, California.

     12.6 Force Majeure. Subject to the limitations of this Agreement and except
          as specifically provided in this Agreement to the contrary, neither
          party will be liable for defaults, delays or non-performance of any
          covenant, agreement, work, service, or other act required under this
          Agreement to be performed by such party, or for any damages,
          including, without limitation, any incidental or consequential
          damages, arising out of the failure to perform any of its obligations,
          by reason of any circumstance or condition beyond its reasonable
          control, including, without limitation, failure of power or other
          utilities, strikes, lockouts and other labor disputes or other
          industrial disturbances, unavoidable accidents, acts of terrorism,
          sabotage, embargoes, blockades, injunction or other administrative
          order, governmental law or regulations (including changes in United
          States foreign policy) which prevent or substantially interfere with
          the required performance, condemnations, riots, insurrections, martial
          law, conflicts

                                       12
<PAGE>

           (declared or undeclared), civil commotion or disorders and any
           adverse change in political, economic or social conditions, fire,
           explosion, flood, earthquakes and other casualty, acts of God, or any
           other cause beyond the control of such party (each, a "Force Majeure
           Event"). In the event of any such Force Majeure Event, the
           performance of any covenant, agreement, obligation, work or service,
           or other act of the party affected by such Force Majeure Event under
           this Agreement shall be excused for the period of delay and the
           period for the performance of the same shall be extended by such
           period. Each of the parties hereto shall take all reasonable steps to
           resume performance hereunder with the least possible delay.

     12.7  Relationship of the Parties. Nothing in this Agreement will be
           construed to constitute either party as a partner, joint venturer,
           agent or employee of the other party, and neither party will act or
           attempt to act or represent itself, directly or by implication, as a
           partner, joint venturer, agent or employee of the other party.
           Neither party nor any of its representatives will have any authority
           to enter into any contract, make any commitment or otherwise bind the
           other party to any obligations without the other party's prior
           written consent.

     12.8  Severability. If any provision of this Agreement conflicts with the
           law under which this Agreement is to be construed or if any such
           provision is held invalid, illegal or unenforceable, (i) such
           provision will be deemed to be restated to reflect as nearly as
           possible the original intentions of the parties in accordance with
           applicable law, and (ii) the remaining terms, provisions, covenants
           and restrictions of this Agreement will remain in full force and
           effect.

     12.9  Section Headings. The various section headings are inserted for
           purposes of convenience only and shall not affect the meaning or
           interpretation of this Agreement or any section hereof.

     12.10 No Waiver. The failure of either party to insist upon or enforce
           strict performance by the other party of any provision of this
           Agreement or to exercise any right under this Agreement will not be
           construed as a waiver or relinquishment to any extent of such party's
           right to assert or rely upon any such provision or right in that or
           any other instance; rather, the same will be and remain in full force
           and effect. All waivers must be in writing to be enforceable.

     12.11 Counterparts. This Agreement may be executed in one or more
           counterparts, each of which will be deemed a duplicate original and
           all of which, when taken together, will constitute one Agreement.

     12.12 Entire Agreement. This Agreement constitutes and contains the entire
           agreement between the parties with respect to the subject matter
           hereof

                                       13
<PAGE>

           and supersedes any prior oral or written agreements. This Agreement
           may not be amended except in writing signed by both parties.

     IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.

The BigHub.com, Inc.                    QuePasa.com, Inc.


By:  /s/ Frank W. Denny                 By: /s/ Gary L. Trujillo
     ------------------------              ---------------------------------
Name: Frank W. Denny                    Name: Gary L. Trujillo
      -----------------------                 ------------------------------
Title:  President / CEO                 Title:  President / CEO / Chairman
      -----------------------                  -----------------------------

                                       14
<PAGE>

                                   Exhibit A


                         Product Category Commissions


The Net Merchandise profits (defined supra):

Current Power Stores:

Audio Books:                 3%
Books:                     5-8%
Cameras:                     3%
Computer Hardware:           3%
Computer Software:           2%
Consumer Electronics:      3-6%
Drug Store:                  5%
Home Improvement:            7%
Housewares:                  7%
Janitorial Supplies:      5-10%
Lawn & Garden:             6-8%
Magazines:                 3-5%
Movies:                      3%
Music:                       3%
Office Furniture:          6-8%
Office Supplies:          6-10%
Pet & Farm:               6-10%
Video Games:                 3%
Apparel:                  6-10%
Automotive:                 10%
Baby/Nursery:             6-10%
Cosmetics/Fragrance:       4-6%
Fitness:                  6-10%
Gift:                    10-12%
Gourmet Foods:           10-12%
Jewelry:                    15%
Marine Supplies:            10%
Sporting Goods:           6-10%
Toys:                     6-10%
Travel:                      3%
Watches:                    10%
Wines:                       4%

                                       15