Filed by Bowne Pure Compliance



 




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, 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; and


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.





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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.
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.]


 


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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






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