c. INSURANCE. During the Term, Employee shall be entitled to participate in all health, life,disability and other insurance programs, if any, that the Company may offer to other key executiveemployees of the Company.d. PAID TIME OFF. Employee shall be entitled to three (3) weeks’ paid time off (in additionto holidays) in each calendar year during the Term; provided, that Employee may take only two (2)weeks’ paid time off within any calendar month. Except with respect to paid time off unused as theresult of a request by the Company to postpone scheduled paid time off, any unused paid time offfrom one calendar year shall not carryover to any subsequent calendar year.e. EXPENSE REIMBURSEMENT. Employee shall, upon submission of appropriate supportingdocumentation, be entitled to reimbursement of reasonable out-of-pocket expenses incurred in theperformance of his duties hereunder in accordance with policies established by the Company. Suchexpenses shall include, without limitation, reasonable entertainment expenses, gasoline and tollexpenses and cellular phone use charges, if such charges are directly related to the business ofthe Company.**5. GROUNDS FOR TERMINATION.**The Board of Directors of the Company may terminate thisAgreement for Cause. As used herein, “Cause” shall mean any of the following: (i) an act ofwillful misconduct or gross negligence by Employee in the performance of his material duties orobligations to the Company; provided, that if such act is capable of cure, Employee shall be givenwritten notice and such act shall not be deemed a basis for Cause if cured within sixty (60) daysafter written notice is received by Employee specifying the alleged failure in reasonable detail(and during such sixty (60) day period, Employee shall continue to be employed by the Company atfull pay); (ii) conviction of Employee of a felony involving moral turpitude; or (iii) a materialact of dishonesty or breach of trust on the part of Employee resulting or intended to resultdirectly or indirectly in personal gain or enrichment at the expense of the Company.**6. TERMINATION BY EMPLOYEE.**Employee may terminate this Agreement for Good Reason. As usedherein, “Good Reason” means:a. The Company materially breaches the provisions of this Agreement (except those set forth inParagraph 4(a) of this Agreement) and Employee provides at least fifteen (15) days’ prior writtennotice to the Company of the existence of such breach and his intention to terminate this Agreement(no such termination shall be effective if such breach is cured during such period); orb. The Company fails to comply with the provisions of Paragraph 4(a) herein or to pay anyamounts due under the Management Bonus Program pursuant to Paragraph 4(b) herein for anuninterrupted ten (10) day period;
 
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c. The Company requires Employee to work in a non-supervisory or non-management position;d. The Company decreases Employee’s compensation (Base Salary or percentage of bonusopportunity);e. The Company materially reduces Employee’s welfare benefits, including, without limitation,paid vacation, paid sick time, paid legal and float holidays, medical, dental and cancer insurance,hospital indemnity, Flexible Spending, Short- and Long-term Disability insurance, Basic Group TermLife/AD&D insurance, Supplemental Life/AD&D insurance, Spouse Life/Spouse AD&D insurance, DependentLife insurance, Vision Plan, 401(k) plan, Employee Assistance Program, or education reimbursementprogram (collectively, the “Benefits”); provided, however, that any change in the Benefits that ismade by the Company and that applies to its employees generally shall not be considered “GoodReason;”.**7. PAYMENTS AND OTHER PROVISIONS UPON TERMINATION.**a. TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. In the event Employee’s employment with theCompany (including its subsidiaries) is terminated by the Company for Cause or by Employee withoutGood Reason, then, on or before Employee’s last day of employment with the Company, the provisionsof this Paragraph 7(a) shall apply.(i) Accrued Obligations. The Company shall pay in a lump sum to Employee atthe time of Employee’s termination the amount of compensation payable to Employee forservices rendered to the Company, as well as compensation for unused vacation time andearned bonus that is accrued but unpaid. Any and all other rights granted to Employee underthis Agreement shall terminate as of the date of such termination.(ii) Non-competition; Non-solicitation. The provisions of Paragraphs 13 and 14shall, at the option of the Company in its sole discretion, continue to apply with respectto Employee for a period of up to six (6) months following the date of such termination, solong as the Company: (A) provides a written notice to Employee within five (5) businessdays after Employee’s termination that the Company wishes to exercise its right to requirethe Employee to comply with Paragraphs 13 and 14 hereof; and (B) the Company thereafter paysto Employee in periodic installments, without interest, in accordance with the regularsalary payment practices of the Company an amount equal to (1) the amount of Employee’s BaseSalary and target bonus as in effect immediately prior to Employee’s date of termination,multiplied by (2) the number of months that the Company is requiring the non-competition andnon-solicitation covenants to remain in place, divided by (3) 12. The first suchinstallment of Base Salary and target bonus shall be paid on or before the delivery of thenotice described in the prior sentence of this Paragraph 7(a)(ii). Paragraphs 13 and 14 ofthis Agreement shall no longer apply to Employee if the Company fails to pay the amountsrequired under this Section 7(a)(ii) for an uninterrupted ten (10) day period and suchfailure is not cured within five (5) days after written notice of such failure is deliveredto the Company.
 
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b. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. In the event Employee’s employment with theCompany (including its subsidiaries) is terminated by the Company for any reason other than forCause, other than as a consequence of Employee’s death, Disability (as defined below) or normalretirement under the Company’s retirement plans and practices, or by Employee for Good Reason, theprovisions of this Paragraph 7(b) shall apply. In addition to the amounts stated below, Employeeshall be paid any other amounts by the Company which are due and payable to him but which remainunpaid as of the date of such termination.(i) Salary, Performance Award, and Bonus Payments. On or before Employee’slast day of employment with the Company, the Company shall pay in a lump sum to Employee, ascompensation for services rendered to the Company, a cash amount equal to six (6) months ofEmployee’s Base Salary as in effect immediately prior to his date of termination.(ii) Vesting of Options and Rights. Notwithstanding the vesting period setforth in the Stock Incentive Plan and any related stock option agreements between theCompany and Employee for stock options granted Employee by the Company, all stock optionsshall be vested and immediately exercisable upon termination of Employee’s employment by theCompany without Cause, by Employee for Good Reason, or by reason of death or Disability. Inaddition, Employee will have the right to exercise all such options for a period of three(3) months following such termination.(iii) Benefit Plan Coverage. The Company shall maintain in full force andeffect for Employee and his dependents, for twelve (12) months after the date oftermination, all life, health, accident, and disability benefit plans and other similaremployee benefit plans, programs and arrangements in which Employee or his dependents wereentitled to participate immediately prior to the date of termination, in such amounts aswere in effect immediately prior to the date of termination, provided that such continuedparticipation is possible under the general terms and provisions of such benefit plans,programs and arrangements. In the event that participation in any benefit plan, program orarrangement described above is barred, or any such benefit plan, program or arrangement isdiscontinued or the benefits there under materially reduced, the Company shall arrange toprovide Employee and his dependents, for six (6) months after the date of termination, withbenefits substantially similar to those that they were entitled to receive under suchbenefit plans, programs and arrangements immediately prior to the date of termination.Notwithstanding any time period for continued benefits stated in this Paragraph 7(b)(iii),all benefits in this Paragraph 7(b)(iii) will terminate on the date that Employee becomes anemployee of another employer and eligible to participate in the employee benefit plans ofsuch other employer. To the extent that Employee was required to contribute amounts for thebenefits described in this Paragraph 7(b)(iii) prior to his termination, he shall continueto contribute such amounts for such time as these benefits continue in effect aftertermination.(iv) Other Compensation. Any awards previously made to Employee under any ofthe Company’s compensation plans or programs and not previously paidshall immediately vest on the date of his termination and shall be paid on that dateand included as compensation in the year paid.
 
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(v) Savings and Other Plans. Except as otherwise provided herein or under theterms of the applicable plans relating to termination of employment, Employee’s activeparticipation in any savings, retirement, profit sharing or supplemental employee retirementplans or any deferred compensation or similar plan of the Company or any of its subsidiariesshall continue only through the last day of his employment. All other provisions, includingany distribution and/or vested rights under such plans, shall be governed by the terms ofthose plans.(vi) Non-competition; Non-solicitation. The provisions of Paragraphs 13 and 14shall apply to Employee for six (6) months following the date of termination. Paragraphs 13and 14 of this Agreement shall no longer apply to Employee if the Company fails to pay theamounts required under the provisions of Paragraph 7(b)(i) for an uninterrupted ten (10) dayperiod and such failure is not cured within five (5) days after written notice of suchfailure is delivered to the Company.c. The provisions of this Paragraph 7 shall apply if Employee’s employment is terminated priorto or more than one (1) year after the occurrence of a Change of Control (as defined below). Uponthe occurrence of any Change of Control, until the first anniversary of such Change of Control, theprovisions of Paragraph 8 shall apply in place of this Paragraph 7; provided, however, that in theevent that Employee’s employment is terminated by Employee after a Change of Control without GoodReason, then the provisions of Paragraph 8 shall not apply and the provisions of Paragraph 7(a)shall instead apply.**8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.**a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. In the event Employee’s employment with theCompany is terminated within one (1) year following the occurrence of a Change of Control (otherthan as a consequence of his death or Disability (as defined below), or of his normal retirementunder the Company’s retirement plans and practices) either (i) by the Company for any reason otherthan Cause or (ii) by Employee for Good Reason, Employee shall be entitled to receive from theCompany, the following:(i) Base Salary. An amount equal to six (6) months of Employee’s Base Salaryas in effect at the date of termination shall be paid on the date of termination;(ii) Other Benefits. All benefits under Paragraphs 7(b)(ii), 7(b)(iii),7(b)(iv), and 7(b)(v) shall be extended to Employee as described in such Paragraphs;provided, however, that all stock options held by Employee as of the date of a Change inControl shall be immediately exercisable in full, regardless of whether Employee isterminated following such Change in Control. In the event that Employee is terminatedfollowing a Change in Control, all stock options held by Employee which are vested as of thedate of such termination shall remain exercisable for a period of two (2) years followingsuch termination.
 
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b. NON-COMPETITION/NON-SOLICITATION PERIOD. In the event of a termination under thecircumstances described in Paragraph 8(a), the provisions of Paragraphs 13 and 14 shall be withoutforce and effect and shall not apply to Employee.c. GROSS-UP PAYMENT. In the event that any amount payable to Employee pursuant to thisAgreement (collectively, the “Payments”) is determined to constitute a “parachute payment” (withinthe meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), andthat any Payments result in the imposition on Employee of an excise tax under Section 4999 of theCode or any successor statute or regulation (an “Excise Tax”), the Company shall pay to Employee anadditional amount (a “Gross-Up Payment”) such that the net amount retained by Employee with respectto the Payments, after deduction of any Excise Tax on the Payments and any Federal, state and localincome tax and Excise Tax on the Gross-Up Payment (and any interest and penalties thereon), butbefore deduction for any Federal, state or local income or employment tax withholding on suchPayments, shall be equal to the amount of the Payments. The Gross-Up Payment shall be paid toEmployee within five (5) days of a determination that such Excise Tax is due, but in no event laterthan the end of Employee’s taxable year following Employee’s taxable year in which such Excise Taxowed by Employee that is subject to Gross-Up Payment is remitted to the applicable taxingauthority.d. For purposes of this Agreement, the term “Change of Control” shall mean:(i) The acquisition, other than from the Company, by any Person (within the meaning ofSections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated underthe Exchange Act) of 30% or more of either (A) the then outstanding shares of capital stockof the Company (the “Outstanding Capital Stock”) or (B) the combined voting power of thethen outstanding voting securities of the Company entitled to vote generally in the electionof directors (the “Voting Securities”); provided, however, that any acquisition by (x) theCompany or any of its subsidiaries, or any employee benefit plan (or related trust)sponsored or maintained by the Company or any of its subsidiaries, (y) any Person that iseligible, pursuant to Rule 13d-1(b) under the Exchange Act, to file a statement on Schedule13G with respect to its beneficial ownership of Voting Securities, whether or not suchPerson has filed a statement on Schedule 13G, unless such Person has filed a statement onSchedule 13D with respect to beneficial ownership of 30% or more of the Voting Securities,or (z) any corporation with respect to which, following such acquisition, more than 60% ofeither the then outstanding shares of common stock of such corporation or the combinedvoting power of the then outstanding voting securities of such corporation entitled to votegenerally in the election of directors is then beneficially owned, directly or indirectly,by all or substantially all of the individuals and entities who were the beneficial ownersof the Outstanding Capital Stock and Voting Securities, as applicable, immediately prior tosuch acquisition in substantially the same proportion as their ownership, immediately priorto such acquisition, of the Outstanding Capital Stock and Voting Securities, as the case maybe, shall not constitute a Change of Control;
 
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(ii) Individuals who, as of the date hereof, constitute the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the Board,provided that any individual becoming a director subsequent to the date hereof whoseelection or nomination for election by the Company’s shareholders, was approved by a vote ofat least a majority of the directors then comprising the Incumbent Board shall be consideredas though such individual were a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office is in connection with anactual or threatened election contest relating to the election of the Directors of theCompany (as such term is used in Rule 14a-11 of Regulation 14A, or any successor section,promulgated under the Exchange Act);(iii) Approval by the shareholders of the Company of a reorganization, merger orconsolidation (a “Business Combination”), in each case, with respect to which all orsubstantially all holders of the Outstanding Capital Stock and Voting Securities immediatelyprior to such Business Combination do not, following such Business Combination, beneficiallyown, directly or indirectly, more than 60% of either the then outstanding shares of commonstock or the combined voting power of the then outstanding voting securities entitled tovote generally in the election of directors, as the case may be, of the corporationresulting from Business Combination; or(iv) A complete liquidation or dissolution of the Company, or a sale or otherdisposition of all or substantially all of the assets of the Company other than to acorporation with respect to which, following such sale or disposition, more than 60% ofeither the then outstanding shares of common stock or the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors isthen owned beneficially, directly or indirectly, by all or substantially all of theindividuals and entities who were the beneficial owners of the Outstanding Capital Stock orVoting Securities, as applicable, immediately prior to such sale or disposition insubstantially the same proportion as their ownership of the Outstanding Capital Stock andVoting Securities, as the case may be, immediately prior to such sale or disposition.**9. TERMINATION BY REASON OF DEATH.**If Employee shall die while employed by the Company, bothprior to termination of employment and during the Term of this Agreement, except as otherwiseprovided herein, all of Employee’s rights under this Agreement shall terminate following thepayment of such amounts of Base Salary that have accrued but remain unpaid, the payment of a prorata portion of his target bonus amount under the Management Bonus Program through the month inwhich his death occurs, plus three (3) additional months of such salary and bonus payments. Allbenefits under Paragraphs 7(b)(ii), 7(b)(iv) and 7(b)(v) herein shall be extended to Employee’sestate as described in such Paragraphs. In addition, Employee’s eligible dependents shall receivecontinued benefit plan coverage under Paragraph 7(b)(iii) for three (3) months from the date ofEmployee’s death.**10. TERMINATION BY DISABILITY.**Employee’s employment hereunder may be terminated by theCompany for Disability. In such event, except as otherwise provided herein, all of Employee’srights under this Agreement shall terminate with the payment of such amounts of Base Salary thathave accrued but remain unpaid as of thirtieth (30th) day after such notice is given. All benefitsunder Paragraphs 7(b)(ii), 7(b)(iii), 7(b)(iv) and 7(b)(v) shall be extended to Employee asdescribed in such Paragraphs. In addition, Paragraphs 13 and 14 shall continue to apply toEmployee for a period of one (1) year from the date of such termination.
 
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For purposes of this Agreement, “Disability” means, as a result of Employee’s incapacity dueto physical or mental illness:a. Employee shall have been absent from his duties as an officer of the Company on asubstantially full-time basis for six (6) consecutive months; andb. Within thirty (30) days after the Company notifies Employee in writing that it intends toreplace him, Employee shall not have returned to the performance of his duties as an officer of theCompany on a full-time basis.**11. RETIREMENT.**If during the Term or any extension thereof, the Company adopts a retirementplan with respect to executive officers of the Company, Employee shall have the right toparticipate in such policy and the provisions of such policy shall supersede the provisions of thepreceding sentence.**12. INDEMNIFICATION.**If litigation shall be brought, in the event of breach or to enforce orinterpret any provision contained herein, the non-prevailing party shall indemnify the prevailingparty for reasonable attorney’s fees (including those for negotiations, trial and appeals) anddisbursements incurred by the prevailing party in such litigation, and hereby agrees to payprejudgment interest on any money judgment obtained by the prevailing party calculated at thegenerally prevailing NationsBank of Florida, N.A. base rate of interest charged to its commercialcustomers in effect from time to time from the date that payment(s) to him should have been madeunder this Agreement.**13. NON-COMPETITION.**a. At all times during the Term, and for such additional periods as may otherwise be set forthin this Agreement in reference to this Paragraph 13, Employee shall not, directly or indirectly,engage in any business, enterprise or employment, whether as owner, operator, shareholder,director, partner, creditor, consultant, agent or any capacity whatsoever that manufacturesproducts designed to compete directly with products of the Company or markets such productsanywhere in the world where the Company (i) is engaged in business or (ii) has evidenced anintention of engaging in business. Employee acknowledges that he has read the foregoing and agreesthat the nature of the geographical restrictions is reasonable given the international nature ofthe Company’s business. In the event that these geographical or temporal restrictions arejudicially determined to be unreasonable, the parties agree that these restrictions shall bejudicially reformed to the maximum restrictions which are reasonable.b. Notwithstanding the provisions of the preceding Paragraph 13(a), Employee may acceptemployment with a company that would be deemed to be a competitor of the Company as described inthe previous sentence (a “Competitor”), so long as (i) the Competitor has had annual revenues of atleast $1 billion in each of the prior two (2) fiscal years, (ii) the Competitor’s revenues forproducts and maintenance in direct competition with the Company do not exceed 50% of its totalrevenues, and (iii) Employee’s responsibilities are solely for divisions or subsidiaries of theCompetitor that do not compete with the Company.
 
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**14. NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS.**At all times during the Term, or for suchadditional periods as may otherwise be set forth in this Agreementin reference to this Paragraph 14, Employee shall not, directly or indirectly, for himself orfor any other person, firm, corporation, partnership, association or other entity, (i) attempt toemploy, employ or enter into any contractual arrangement with any employee or former employee ofthe Company, its affiliates, subsidiaries or predecessors in interest, unless such employee orformer employee has not been employed by the Company, its affiliates, subsidiaries or predecessorsin interest during the twelve (12) months prior to Employee’s attempt to employ him, or (ii) callon or solicit any of the actual or targeted prospective customers of the Company or its affiliates,subsidiaries or predecessors in interest with respect to any matters related to or competitive withthe business of the Company.**15. CONFIDENTIALITY.**a. NONDISCLOSURE. Employee acknowledges and agrees that the Confidential Information (asdefined below) is a valuable, special and unique asset of the Company’s business. Accordingly,except in connection with the performance of his duties hereunder, Employee shall not at any timeduring or subsequent to the term of his employment hereunder disclose, directly or indirectly, toany person, firm, corporation, partnership, association or other entity any proprietary orconfidential information relating to the Company or any information concerning the Company’sfinancial condition or prospects, the Company’s customers, the design, development, manufacture,marketing or sale of the Company’s products or the Company’s methods of operating its business(collectively, the “Confidential Information”). The Confidential Information shall not includeinformation which, at the time of disclosure, is known or available to the general public bypublication or otherwise through no act or failure to act on the part of Employee.b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee’s employment for anyreason, or at any time at the request of the Company, Employee shall promptly return allConfidential Information in the possession or under the control of Employee to the Company andshall not retain any copies or other reproductions or extracts thereof. Employee shall at any timeat the request of the Company destroy or have destroyed all memoranda, notes, reports, anddocuments, whether in “hard copy” form or as stored on magnetic or other media, and all copies andother reproductions and extracts thereof, prepared by Employee and shall provide the Company with acertificate that the foregoing materials have in fact been returned or destroyed.c. BOOKS AND RECORDS. All books, records and accounts whether prepared by Employee orotherwise coming into Employee’s possession, shall be the exclusive property of the Company andshall be returned immediately to the Company upon termination of Employee’s employment hereunder orupon the Company’s request at any time.**16. INJUNCTION/SPECIFIC PERFORMANCE SETOFF.**Employee acknowledges that a breach of any of theprovisions of Paragraphs 13, 14 or 15 hereof would result in immediate and irreparable injury tothe Company which cannot be adequately or reasonably compensated at law. Therefore, Employeeagrees that the Company shall be entitled, if any such breach shall occur or be threatened orattempted, to a decree of specific performance and to a temporary and permanent injunction, withoutthe posting of a bond, enjoining and restraining such breach by Employee or his agents, eitherdirectly or indirectly, and that suchright to injunction shall be cumulative to whatever other remedies for actual damages to whichthe Company is entitled. Employee further agrees that the Company may set off against or recoupfrom any amounts due under this Agreement to the extent of any losses incurred by the Company as aresult of any breach by Employee of the provisions of Paragraphs 13, 14 or 15 hereof.
 
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**17. **Any provision in this Agreement that is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective only to the extent of such prohibition orunenforceability without invalidating or affecting the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction.**18. SUCCESSORS.**This Agreement shall be binding upon Employee and inure to his and hisestate’s benefit, and shall be binding upon and inure to the benefit of the Company and anypermitted successor of the Company. Neither this Agreement nor any rights arising hereunder may beassigned or pledged by Employee or anyone claiming through Employee, or by the Company, except toany corporation which is the successor in interest to the Company by reason of a merger,consolidation or sale of substantially all of the assets of the Company. The foregoing sentenceshall not be deemed to have any effect upon the rights of Employee upon a Change of Control.**19. CONTROLLING LAW.**This Agreement shall in all respects be governed by,and construed in accordance with, the laws of the State of Florida.**20. NOTICES.**Any notice required or permitted to be given hereunder shall be written and sentby registered or certified mail, telecommunicated or hand delivered at the address set forth hereinor to any other address of which notice is given:       To the Company: Quepasa Corporation    7550 E. Redfield Rd.    Scottsdale, AZ 85260    Attention: John Abbott       To Employee: Louis Bardov    5820 Bassinghall Ln.    Plano, TX 75093**21. ENTIRE AGREEMENT.**This Agreement constitutes the entire agreement between the partieshereto on the subject matter hereof and may not be modified without the written agreement of bothparties hereto.**22. WAIVER.**A waiver by any party of any of the terms and conditions hereof shall not beconstrued as a general waiver by such party.**23. COUNTERPARTS.**This Agreement may be executed in counterparts, each of which shall bedeemed an original and both of which together shall constitute a single agreement.
 
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**24. INTERPRETATION.**In the event of a conflict between the provisions of this Agreement andany other agreement or document defining rights and duties of Employee or the Company uponEmployee’s termination, the rights and duties set forth in this Agreement shall control.**25. CERTAIN LIMITATIONS ON REMEDIES.**Paragraph 7(b) provides that certain payments and otherbenefits shall be received by Employee upon the termination of Employee by the Company other thanfor Cause and states that these same provisions shall apply if Employee terminates his employmentfor Good Reason. It is the intention of this Agreement that if the Company terminates Employeeother than for Cause (and other than as a consequence of Employee’s death, Disability or normalretirement) or if Employee terminates his employment with Good Reason, then the payments and otherbenefits set forth in Paragraph 7(b) shall constitute the sole and exclusive remedies of Employee.**26. SURVIVAL.**Notwithstanding the provisions of Paragraph 2, the provisions of Paragraphs 13,14, and 15 shall survive the expiration or early termination of this Agreement.**27. CERTAIN FEES**. The Company shall promptly reimburse Employee for reasonable legal fees andother expenses incurred by him in connection with the preparation and execution of this Agreement.In the event of any dispute under this Agreement as to which Employee is the prevailing party, theCompany shall promptly reimburse Employee for reasonable legal fees and other expenses incurred byhim in connection with such dispute.
 
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IN WITNESS WHEREOF, this Employment Agreement has been executed by the parties as of the datefirst above written.     COMPANY:     Quepasa CORPORATION        By:  Title:     EMPLOYEE:        Louis Bardov
 
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