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3. COMPENSATION (a) Monthly Payment for Services. For the Services rendered under this Agreement, theCompany will pay to Valdez Productions Eight Thousand Three Hundred and Thirty-Three Dollars($8,333.00) per month for the Term of this Agreement. At the election of the Consultant, suchpayment may be made in the form of options to purchase the Company’s common stock. ValdezProductions shall provide monthly invoices for the Services rendered by Mr. Valdez during the monthpreceding the invoice. Payment shall be made to Valdez Productions within ten (10) business daysfollowing the Company’s receipt of each such invoice. All invoices shall be directed to theattention of the Chief Executive Officer or his designee.(b) Stock Options. Within ten (10) business days of the execution of this Agreement, agrant of nonqualified stock options shall be provided to Valdez Productions to purchase shares ofthe Company’s common stock in an amount equal to the greater of 210,000 shares or the number ofshares that equals One Percent (1%) of the fully-diluted shares of the Company (the “***OptionedShares***”), and at the price set forth in the Non-Qualified Stock Option Agreement executed by ValdezProductions and the Company in conjunction with this Agreement, one-third of the optioned sharesshall vest and become exercisable on October 24, 2008 and the remaining two-thirds of the optionedshares will vest and become exercisable in twenty-four (24) equal monthly installments commencingimmediately thereafter. Notwithstanding the foregoing, if the Consultant shall be terminatedwithout cause, the Optioned Shares shall immediately vest and become exercisable.4. PERFORMANCE OF DUTIES (a) Good Faith Performance. Consultant agrees that it will at all times faithfully,industriously, and to the best of its ability, experience and talent, and in good faith, performall of the duties that may be required pursuant to the express terms hereof, and the Company willprovide all necessary information and other support appropriate to the performance of the Services.Consultant shall report directly to the Chief Executive Officer of the Company for the Term ofthis Agreement.(b) Location. Consultant agrees that Mr. Valdez will primarily perform the Servicesfrom the office of Valdez Productions. Travel outside of the Greater Los Angeles area shallrequire approval by Mr. Valdez, and reasonable and necessary business expenses for such longdistance travel shall be paid by the Company provided such expenses have been pre-authorized by theChief Executive Officer.5. CONFIDENTIALITY.During the term of this Agreement and at all times thereafter, the Consultant will keepconfidential, not use for Consultant’s own benefit, and not divulge, furnish or make accessible toanyone any Confidential Information. As used herein, “***Confidential Information***” means allinformation concerning or related to the Services and the Company’s business, operations, financialcondition and prospects of the Company and its Affiliates, regardless of the form in which suchinformation appears and whether or not such information has been reduced to a tangible form, andwill specifically include: (a) all information regarding the stockholders, directors, officers,employees, customers, suppliers, distributors, sales representatives and licensees of the Companyand its Affiliates, in each case whether past, present or prospective; (b) all software,inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas andknow-how of the Company and its Affiliates; (c) all financial statements, audit reports, budgetsand business plans or forecasts of the Company and its Affiliates, and (d) all Consultant Intellectual Property created by or for Consultant hereunder; provided, thatConfidential Information will not include information which is or becomes generally known to thepublic through no act or omission of Consultant; “***Affiliate***” means any Person which controls, is controlled byor is under common control with the Company; “***control***” means, with respect to any Person, thepossession, direct or indirect, of the power to direct or cause the direction of the management andpolicies of such Person, whether through ownership of voting securities, by contract or otherwise;and “***Person***” means any individual, firm, corporation, partnership, limited liability the Company,trust, estate, association or other legal entity.
 
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6. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY.(a) Any protectable Intellectual Property relating to the Services that is conceived,developed, or reduced to practice, or caused to be conceived, developed, or reduced to practice, inwhole or in part by Consultant in its performance of the Services, during Consultant’s engagementhereunder (the “***Consultant Intellectual Property***”) will be deemed to have been made or developed byConsultant and will be the exclusive property of Consultant. Consultant hereby grants to Companyan exclusive, royalty-free, non-transferable, worldwide license to make and use the ConsultantIntellectual Property throughout the Term of this Agreement and for a period of six (6) monthsafter termination of this Agreement. Notwithstanding the foregoing, Consultant shall be permittedto use the Consultant Intellectual Property related to the Special Services solely for mediaprogramming in English during the Term of this Agreement. The Parties agree that during the Termof this Agreement, Consultant shall not use the Consultant Intellectual Property relating to theSpanish-language Special Services for any entity other than Company. The Parties agree thatConsultant, during the ~~term~~**Term** of this Agreement, shall use its best efforts to markand/or brand any Consultant Intellectual Property used for third parties with Company’s trademarks;provided, however, Consultant shall only be permitted to use Company’s trademarks, service marks,and/or trade dress with the prior written approval of Company. Notwithstanding this Section 6(a),nothing in this Agreement shall be construed to grant Consultant any rights in (i) Company customerdata, (ii) Company trademarks, service marks and trade dress, and/or (iii) Company ConfidentialInformation, and Company hereby retains all such rights. During the ~~term~~**Term of this Agreementand for a period of six (6) months after termination** of this Agreement, Consultant herebyagrees to pay Company twenty percent (20%) of any net revenue related to Consultant’s exploitationof Consultant Intellectual Property with third parties.(b) As used herein, “***Intellectual Property***” means any and all Inventions, Works, tradesecrets, trademarks, mask works, and copyrights. “***Invention(s)***” means any and all discoveries,improvements, ideas, concepts, creative works, and designs, whether or not in writing or reduced topractice, and whether or not they are patentable, including, but not limited to, processes,methods, formulas, and techniques and know-how; and “***Works***” means those works fixed in any tangiblemedium of expression from which they can be perceived, reproduced, or otherwise communicated,either directly or with the aid of a machine or device, whether or not they are copyrightable.7. RIGHT OF FIRST REFUSAL.(a) If Consultant desires to sell or transfer any of its interests in or any of its contentthat it developed for the Affiliated Businesses, to another entertainment company, the Consultantshall afford the Company a right of first refusal.(b) Consultant shall provide the Company with ninety (90) days’ prior written notice of itsintention to make a transfer of any of its interests in or any of its content that it developed forthe Affiliated Businesses (the “***Disposition Notice***”). In the Disposition Notice, the Consultantshall specify the price at which the interests or content is proposed to be sold or transferred,the portion of the Consultant’s interest or content to be sold or transferred, the identity of theproposed purchaser or transferee, and the terms and conditions of the proposed transfer or sale.
 
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(c) The Company may elect within sixty (60) days after receiving the Disposition Notice, topurchase the interests or content to be sold or transferred by the Consultant at the proposed priceas contained in the Disposition Notice. The terms and conditions of the purchase by the Companyshall be the terms and conditions of the proposed transfer or sale as set forth in the DispositionNotice. Any purchase pursuant to the foregoing alternative method shall be made in cash withinsixty (60) days after receiving the Disposition Notice.(d) If the Company decides not to purchase the interest or content offered by the Consultant,within thirty (30) days after the Company reaches such decision, and, in any event, at theexpiration of the first sixty (60) days of the notice period specified in Section 7(b), theCompany shall so notify the Consultant. The notice shall state that the Company did not exerciseits option to purchase the interest or content developed for the Affiliated Businesses offered bythe Consultant.(f) If the Company does not purchase the interests or content covered by the DispositionNotice as provided in the foregoing subsections of this Section 7 within the first ninety(90) days of the notice period, the Consultant may sell the interest or content to Person otherthan the Company, provided that any disposition must be made on the terms and conditions and to theparty specified in the Disposition Notice and must be consummated within the ninety (90) day noticeperiod.8. NON-DISPARAGEMENT.(a) Neither Mr. Valdez, Valdez Productions nor Valdez Productions’ shareholders, officers,directors, members, managers, or employees will make any statements (or cause or encourage othersto make any statements), written or verbal, that defame, disparage or in any way criticize thepersonal or business reputation, practices or conduct of the Company or its shareholders, officers,directors, or employees.(b) Neither the Company nor the Company’s shareholders, officers, directors, members,managers, or employees will make any statements (or cause or encourage others to make anystatements), written or verbal, that defame, disparage or in any way criticize the personal orbusiness reputation, practices or conduct of Mr. Valdez, Valdez Productions or Valdez Productions’shareholders, officers, directors, or employees.9. REPRESENTATIONS AND WARRANTIES OF VALDEZ PRODUCTIONS.Valdez Productions hereby represents and warrants to, and covenants with, the Company asfollows:(a) Valdez Productions has the full legal right and power and all authority required to enterinto and to perform according to the terms of this Agreement. This Agreement is duly and validlyexecuted and delivered by Valdez Productions, and constitutes legal, valid, and binding obligationsof Valdez Productions enforceable against Valdez Productions in accordance with its terms.(b) The execution, delivery and performance of this Agreement by Valdez Productions do not andwill not (i) conflict with, or constitute a default (or an event that with notice or lapse of timeor 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 orother instrument or other understanding to which Valdez Productions is a party or by which anyproperty or asset of Valdez Productions is bound or affected, or (ii) result in a violation of anylaw, rule, regulation, order, judgment, injunction, decree or other restriction of any court orgovernmental authority to which Valdez Productions is subject (including federal and statesecurities laws and regulations), or by which any property or asset of Valdez Productions is boundor affected. Consultant Intellectual Property does not misappropriate or infringe any third partyintellectual property rights.
 
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10. REPRESENTATIONS AND WARRANTIES OF COMPANY.The Company hereby represents and warrants to, and covenants with, the Consultant as follows:(a) The Company has the full legal right and power and all authority required to enter intoand to perform according to the terms of this Agreement. This Agreement is duly and validlyexecuted and delivered by the Company, and constitutes legal, valid, and binding obligations of theCompany enforceable against the Company in accordance with its terms.(b) The execution, delivery and performance of this Agreement by the Company does not and willnot (i) conflict with, or constitute a default (or an event that with notice or lapse of time orboth 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 orother instrument or other understanding to which the Company is a party or by which any property orasset of the Company is bound or affected, or (ii) result in a violation of any law, rule,regulation, order, judgment, injunction, decree or other restriction of any court or governmentalauthority to which the Company is subject (including federal and state securities laws andregulations), or by which any property or asset of the Company is bound or affected.11. INDEPENDENT CONSULTANT RELATIONSHIP.At all times during the Term, Consultant and the Company shall have the relationship ofindependent contractors. In no event shall Consultant be deemed to be an employee of the Company,and Consultant shall not at any time be entitled to any Company employment rights or benefits or bedeemed to be an agent of the Company or have any power to bind or commit the Company or otherwiseact on the Company’s behalf unless expressly authorized to do so in writing by an officer of theCompany. Consultant shall have the independent authority to determine the means and manner ofengaging in the Services within the reasonable guidelines established by the Company.12. TERMINATION (a) Expiration of Term. The Term of this Agreement shall continue for successive three(3) month periods unless terminated in accordance with Section 2 hereof.(b) Death or Disability. If Mr. Valdez dies during the Term of this Agreement, thisAgreement shall be deemed to terminate on the date of Mr. Valdez’s death.(c) Without Cause. Valdez Productions or the Company may terminate the Term of thisAgreement without cause upon providing thirty (30) days written notice to the Company.(d) Compensation on Termination. In the event of termination of the Term of thisAgreement by the Company or by Consultant without cause or by the death of Mr. Valdez, ValdezProductions shall be entitled to payment for the Services rendered by Mr. Valdez up to andincluding the date of termination of the Term of this Agreement. All options granted pursuant toSection 3(b), above, shall cease to vest as of the date of termination of the Term of thisAgreement. However, Valdez Productions shall be permitted to exercise any options which have fullyvested prior to such date of termination.(e) Notices. All notices required or permitted by the terms of this Agreement shall besufficient if given in writing and delivered personally, by facsimile, or by certified mail orcourier service, requiring written acknowledgement of receipt, to the following addresses for thepersons or entities listed:
 
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       For the Company: John C. Abbott    Chief Executive Officer    Quepasa Corporation    7550 E. Redfield Road    Scottsdale, AZ 85260     Fax: (     )                            With a copy to:      Travis J. Leach, Esq.    Snell & Wilmer, L.L.P.    One Arizona Center    Phoenix, Arizona 85004     Fax: (602) 382-6070        For Mr. Valdez andValdez Productions: Channing D. Johnson, Esq.    Akin Gump Strauss Hauer & Feld LLP    2029 Century Park East, Suite 2400     Los Angeles, CA 90067     Facsimile: (310) 229-1001 (f) Governing Law. This Agreement is governed by and shall be construed andinterpreted according to the laws of the State of Nevada.*[Remainder of Page Intentionally Left Blank]*
 
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IN WITNESS WHEREOF, this Agreement is effective between the parties as of the Effective Date.         **THE COMPANY:**   **THE CONSULTANT:**         **QUEPASA CORPORATION**   **JEFF VALDEZ**         By: /s/ John C. Abbott   /s/ Jeff Valdez       Name: John C. Abbott      Title: Chief Executive Officer   Date:           Date:                                **VALDEZ PRODUCTIONS, INC.**               By: /s/ Jeff Valdez               Name: Jeff Valdez               Title: President               Date:            *Signature Page for Consulting Agreement*