3. Waiver of Rights under the Services Agreement. The Parties hereby waive any andall rights granted to, or accrued by, them pursuant to the Services Agreement, other than therights under the Surviving Provisions.4. Releases.(a) MATT and MATTF, in consideration of good and valuable consideration received and to bereceived from Quepasa hereunder, the sufficiency of which is acknowledged, each releases anddischarges Quepasa, its subsidiaries and affiliates and its and their respective officers,directors, shareholders, employees, agents, attorneys and affiliates and its and their respectiveheirs, personal representatives, successors and assigns (collectively, the **“Quepasa Releasees”**), ofand from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts,damages, liabilities and obligations, at law, equity or otherwise, which MATT or MATTF or any ofits affiliates and any of their respective successors or assigns had, have or may hereafter haveagainst the Quepasa Releasees arising under the Services Agreement from the beginning of the worldto the Effective Date other than the claims, demands, causes of action, suits, actions,proceedings, judgments, debts, damages and liabilities arising the Surviving Provisions; exceptthat, MATT and MATTF in no way release or discharge Quepasa’s obligations under this Agreement orthe Ancillary Documents. Nothing herein shall be construed as an admission by Quepasa that MATT orMATTF has any claim against it. MATT and MATTF and their respective successors and assigns,further waive any and all manner of notice, knowledge or discovery of any and all such actual oralleged claims of cause of action.(b) Quepasa, in consideration of good and valuable consideration received and to be receivedfrom MATT and MATTF hereunder, the sufficiency of which is acknowledged, releases and dischargesMATT and MATTF and its and their subsidiaries and affiliates and its and their respective officers,directors, shareholders, employees, agents, attorneys and affiliates and its and their respectiveheirs, personal representatives, successors and assigns (together, the **“MATT/MATTF Releasees”**), ofand from all claims, demands, causes of action, suits, actions, proceedings, judgments, debts,damages, liabilities and obligations, at law, equity or otherwise, which Quepasa or any of itsaffiliates and any of their respective successors or assigns had, have or may hereafter haveagainst the MATT/MATTF Releasees arising under the Services Agreement from the beginning of theworld to the Effective Date other than the claims, demands, causes of action, suits, actions,proceedings, judgments, debts, damages and liabilities arising under the Surviving Provisions;except that, Quepasa in no way releases or discharges MATT’s or MATTF’s obligations under thisAgreement or the Ancillary Agreements. Nothing herein shall be construed as an admission by MATTor MATTF that Quepasa has any claim against it or them. Quepasa, its affiliates and theirrespective successors and assigns, further waive any and all manner of notice, knowledge ordiscovery of any and all such actual or alleged claims of cause of action.5. Representations and Warranties of Quepasa. Quepasa hereby represents and warrantsthat the following statements are true and correct as of the Effective Date and hereby acknowledgesand confirms that MATT and MATTF are relying on such representations and warranties in connectionwith entering into this Agreement and the Registration Rights Agreement:
 
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(a) Organization of Quepasa. Quepasa is a corporation duly organized, validlyexisting, and in good standing under the laws of the State of Nevada and has all requisitecorporate power and authority to carry on its business as presently conducted. Quepasa is dulyqualified to transact business and is in good standing in each jurisdiction in which the failure toso qualify would have a Material Adverse Effect. For purposes of this Agreement, “**Material AdverseEffect**” means a material adverse effect on the business, property, liabilities, condition(financial or otherwise), assets, operations or results of operations of Quepasa, taken as a whole,including (i) any event that may reasonably cause the delisting of trading of the Quepasa’s commonstock on the Nasdaq Stock Market and (ii) the existence, threat or facts that could give rise toany Securities and Exchange Commission investigation relating to Quepasa.(b) Authorization of Transaction. Quepasa has the requisite corporate power andauthority to execute and deliver this Agreement and the Ancillary Documents, to perform itsobligations hereunder and thereunder and to consummate the transactions contemplated hereby andthereby. The execution and delivery of this Agreement and the Ancillary Documents and theconsummation of the transactions contemplated hereby and thereby, including the authorization,issuance, sale and delivery of the Preferred Stock and the common stock issuable upon conversionthereof, have been duly authorized by all necessary corporate action on the part of Quepasa and itsdirectors and stockholders. This Agreement and the Ancillary Documents have been duly executed anddelivered by Quepasa and constitute the valid and legally binding obligations of Quepasa,enforceable in accordance with its and their terms and conditions.(c) Noncontravention; Consents. Neither the execution and the delivery of thisAgreement nor any of the Ancillary Documents, nor the consummation of the transactions contemplatedhereby and thereby, will (with or without notice or the lapse of time) (i) violate anyconstitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, orother restriction of any government, governmental agency, or court to which Quepasa is subject orany provision of the charter or bylaws of Quepasa, (ii) violate any applicable rule, regulation orinterpretative memorandum of any applicable national securities exchange (including the NasdaqStock Market), or (iii) conflict with, result in a breach of, constitute a default under, result inthe acceleration of, create in any party the right to accelerate, terminate, modify, or cancel anyobligation under, result in the loss of a benefit under, or require any notice under any agreement,contract, lease, license, instrument, or other arrangement to which Quepasa is a party or by whichit is bound or to which any of its assets is subject or result in the imposition of any securityinterest upon any of its assets, except where the conflict, breach, default, acceleration,termination, modification, cancellation, loss, failure to give notice, or security interest wouldnot have a Material Adverse Effect on Quepasa or on the ability of the Parties to consummate thetransactions contemplated by this Agreement. No consent, approval, order or authorization of, orregistration, declaration or filing with, any government, governmental agency, court or nationalsecurities exchange (including the Nasdaq Stock Market) is required by or with respect to Quepasain connection with the execution and delivery of this Agreement or any of the Ancillary Documentsor the consummation of the transactions contemplated hereby and thereby, including theauthorization, issuance, sale and delivery of the Preferred Stock and the common stock issuableupon conversion thereof.
 
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(d) Capitalization. The authorized capital stock of Quepasa consists of 50,000,000shares of common stock, par value $0.001 per share, and 5,000,000 shares ofpreferred stock, 25,000 of which have been designated Series A Preferred Stock. There are noshares of preferred stock of Quepasa outstanding, except the Preferred Stock to be issued atClosing. There are no outstanding obligations, rights or agreements entitling any person, firm orcorporation or other entity to acquire shares of preferred stock of Quepasa or any equity securityof Quepasa having any preference or priority as to dividends, redemption or distribution of assetson liquidation, merger or otherwise which is superior to or on parity with any such preference orpriority of the Preferred Stock. The Preferred Stock has the powers, designations, preferences,limitations, restrictions and rights set forth in the Certificate of Designation.(e) Valid Issuance of Shares. The Preferred Stock, when issued and delivered inaccordance with the terms set forth in this Agreement, will be validly issued, fully paid andnonassessable and free of restrictions on transfer other than restrictions on transfer under theRegistration Rights Agreement, applicable state and federal securities laws, and liens orencumbrances created by or imposed by MATTF. Assuming the accuracy of the representations of MATTFin Section 6, the offer, sale and issuance of the Preferred Stock as contemplated by this Agreementwill be issued in compliance with all applicable federal and state securities laws. The CommonStock issuable on conversion of the Preferred Stock has been duly authorized, validly reserved forissuance, and upon issuance in accordance with the terms of the Certificate of Designation, will bevalidly issued, fully paid, and nonassessable, and free of restrictions on transfer other thanrestrictions on transfer under applicable federal and state securities laws, and liens orencumbrances created by or imposed by MATTF. Based in part on the representations of MATTF inSection 6, the common stock issuable on conversion of the Preferred Stock will be issued incompliance with all applicable federal and state securities laws.(f) Brokers’ Fees. Quepasa has no liability or obligation to pay any fees orcommissions to any broker, finder, or agent with respect to the transactions contemplated by thisAgreement for which MATTF could become liable or obligated.(g) SEC Reports. Quepasa has timely filed with the Securities and Exchange Commission(“**SEC**”) all reports, schedules, forms, statements and other documents (including exhibits as eitherfiled or deemed filed by incorporation by reference and any other information incorporated byreference) required to be filed by it since January 1, 2008. As of their respective filing dates,Quepasa’s Annual Report on Form 10-KSB for its fiscal year ended December 31, 2007 and eachstatement or report filed by Quepasa with the SEC on or after the date of filing by Quepasa of suchAnnual Report on Form 10-KSB pursuant to the Securities Exchange Act of 1934, as amended, (the“**Exchange Act**”) (collectively, the “**SEC Documents**”) complied in all material respects with therequirements of the Exchange Act and the published rules and regulations of the SEC, and none ofthe SEC Documents contained (at the time they were filed or if amended or superseded by a filingthen on the date of such filing) any untrue statement of a material fact or omitted to state amaterial fact necessary to make the statements made therein, in light of the circumstances in whichthey were made, not misleading.(h) Financial Statements. Quepasa has filed with the SEC the following financialstatements of Quepasa, which are included in the SEC Documents: (i) audited balance sheets, incomestatements, statements of shareholders’ equity and statement of cash flows as of and for the fiscalyears ended December 31, 2007 and 2006; and (ii) unaudited balance sheets, income statements andcash flow statements as of and for the three months ended March 31, 2008 (collectively, includingthe notes thereto, the **“Financial Statements”**). The Financial
 
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Statements were complete and correct in all material respects as of their respective dates,complied in form in all material respects with applicable accounting requirements and with therules and regulations of the SEC with respect thereto as of their respective dates, and have beenprepared in accordance with generally accepted accounting principles in the United States (“**GAAP**”)applied on a consistent basis throughout the periods indicated and consistent with each other,except that the unaudited Financial Statements may not contain all footnotes required by GAAP (noneof which will be material) and except the financial statements for the fiscal year ended December31, 2006 which were subsequently restated, to the extent of that restatement. The FinancialStatements present fairly the financial condition and operating results of Quepasa as of the datesand during the periods indicated, subject in the case of the unaudited financial statements tonormal year-end audit adjustments (none of which will be material).(i) Changes. Since March 31, 2008, there has not been any change, event or conditionof any character, whether or not in the ordinary course of business, whether separately or in theaggregate with other changes, events or conditions, that could reasonably be expected to result ina Material Adverse Effect.(j) Legal Compliance. Quepasa has complied with all applicable laws (including rules,regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and chargesthereunder) of federal, state, local, and foreign governments, except where the failure to complywould not have a Material Adverse Effect.(k) Tax Matters. Quepasa has filed all required income tax returns and paid allrequired income taxes, except where the failure to file income tax returns or to pay income taxeswould not have a Material Adverse Effect. Quepasa has not applied for or been provided anyextension of time to file any tax return. No claim has ever been made by an authority in ajurisdiction where Quepasa does not file tax returns that it is or may be subject to taxation bythat jurisdiction. There are no security interests on any of the assets of Quepasa that arose inconnection with any failure, or alleged failure, to pay any tax. Quepasa has withheld and paid allrequired taxes in connection with amounts paid or owing to any employee, independent contractor,creditor, stockholder or other third party.(l) Litigation. There is no claim, action, suit, proceeding, arbitration, complaint,charge or investigation pending or, to Quepasa’s knowledge, currently threatened against Quepasa,or any officer, director, or employee of Quepasa, which would reasonably be expected to have aMaterial Adverse Effect, and to Quepasa’s knowledge, there is not any reasonable basis therefore.(m) Insolvency. No insolvency proceedings of any character, including withoutlimitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors,voluntary or involuntary, designating Quepasa as bankrupt or insolvent, are pending or, to theknowledge of Quepasa threatened, and Quepasa has not made an assignment for the benefit ofcreditors, nor have they taken any action with a view to, or which would constitute the basis for,the institution of any such insolvency proceedings.(n) Registration Rights. Except (i) as set forth in the Registration RightsAgreement, (ii) that certain registration rights agreement with Mexicans & Americans TradingTogether, Inc. dated as of October 17, 2006 and (iii) that certain registration rights agreementwith Richard L. Scott Investments, LLC and F. Stephen Allen dated as of March 21, 2006,Quepasa is presently not under any obligation and has not granted any rights to register under theSecurities Act any of its presently outstanding securities or any of its securities that mayhereafter be issued.
 
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(o) Disclaimer of Other Representations and Warranties. Quepasa shall not be deemedto have made to MATTF or MATT any representations or warranties other than those expressly made inthis Section 5.6. Representations and Warranties of MATT and MATTF. Each of MATT and MATTF herebyseverally represents and warrants with respect to itself and not with respect to the other, thatthe following statements are true and correct as of the Effective Date and each hereby acknowledgesand confirms that Quepasa is relying on representations and warranties made by such Party in thisSection 6 in connection with entering into this Agreement and in the case of the representationsand warranties by MATTF the Registration Rights Agreement:(a) Organization of MATT and MATTF. It is a corporation duly organized, validlyexisting, and in good standing under the laws of the State of Delaware and has all requisitecorporate power and authority to carry on its business as presently conducted.(b) Authorization of Transaction. It has the requisite corporate power and authorityto execute and deliver this Agreement and the Registration Rights Agreement and to perform itsobligations hereunder and thereunder and to consummate the transactions contemplated hereby andthereby. The execution and delivery of this Agreement and the Registration Rights Agreement and theconsummation of the transactions contemplated hereby and thereby have been duly authorized by allnecessary corporate action on the part of and its directors and stockholders. This Agreement andthe Registration Rights Agreement have been duly executed and delivered by MATT or MATTF, asapplicable, and constitute the valid and legally binding obligation of MATT or MATTF, asapplicable, enforceable in accordance with their terms and conditions.(c) Noncontravention. Neither the execution and the delivery of this Agreement nor theRegistration Rights Agreement, nor the consummation of the transactions contemplated hereby andthereby, will (with or without notice or the lapse of time) (i) violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of anygovernment, governmental agency, or court to which MATT or MATTF, as applicable, is subject or anyprovision of the charter or bylaws of MATT or MATTF, as applicable, or (ii) conflict with, resultin a breach of, constitute a default under, result in the acceleration of, create in any party theright to accelerate, terminate, modify, or cancel, or require any notice under any agreement,contract, lease, license, instrument, or other arrangement to which MATT or MATTF, as applicable,is a party or by which it is bound or to which any of its assets is subject or result in theimposition of any security interest upon any of its assets, except where the conflict, breach,default, acceleration, termination, modification, cancellation, failure to give notice, or securityinterest would not have a material adverse effect on MATT or MATTF, as applicable, or on theability of the Parties to consummate the transactions contemplated by this Agreement.(d) Brokers’ Fees. It does not have any liability or obligation to pay any feesor commissions to any broker, finder, or agent with respect to the transactions contemplatedby this Agreement for which Quepasa could become liable or obligated.
 
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(e) Insolvency. No insolvency proceedings of any character, including withoutlimitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors,voluntary or involuntary, designating MATT or MATTF, as applicable, as bankrupt or insolvent, arepending or, to the knowledge of MATT or MATTF, as applicable, threatened, and MATT or MATTF, asapplicable, has not made an assignment for the benefit of creditors, nor has it taken any actionwith a view to, or which would constitute the basis for, the institution of any such insolvencyproceedings.(f) Investment Representations. MATTF represents and acknowledges the following:(i) MATTF acknowledges it is purchasing the securities comprising the Preferred Stock forinvestment and has no present intent to sell such securities, has no need for liquidity in suchinvestment, has made commitments to investments that are not readily marketable which arereasonable in relation to the undersigned’s net worth and can afford a complete loss of suchinvestment.(ii) MATTF is not relying on Quepasa with respect to the tax and other economic considerationsof an investment in the securities comprising the Preferred Stock, and MATTF has relied on theadvice of, or has consulted with, only MATTF’s own advisors.(iii) MATTF is not subscribing for the securities comprising the Preferred Stock as a resultof or subsequent to any advertisement, articles, notice or other communication published in anynewspaper, television or radio or presented at any seminar or meeting, or any solicitation of asubscription by a person not previously known to the undersigned in connection with investments insecurities generally.(iv) The representations, warranties and agreements of MATTF contained herein shall survivethe execution and delivery of this Agreement and the purchase of the Preferred Stock.(g) Disclaimer of Other Representations and Warranties. Neither MATT nor MATTF shallbe deemed to have made to Quepasa any representations or warranties other than those expressly madeby MATT or MATTF, as applicable, in this Section 6.7. Closing Deliveries. Simultaneously with the execution and delivery of thisAgreement, the Parties are delivering the following documents:(a) Quepasa. Quepasa is delivering to MATTF: (i) An original stock certificate evidencing thePreferred Stock; (ii) The Certificate of Designation filed with andcertified by the Secretary of State of the State of Nevada; and
 
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 (iii) An original executed Registration RightsAgreement.(b) MATTF. MATTF is delivering to Quepasa an original executed Registration RightsAgreement.8. Additional Documents. The Parties agree to execute and delivery such additionalinstruments as may be reasonably required by another Party, in order to carry out the purpose andintent of this Agreement and to fulfill the obligations of the Parties hereunder.9. Entire Agreement. This Agreement sets forth the entire understanding of theParties with respect to its subject matter, merges and supersedes any prior or contemporaneousunderstandings with respect to its subject matter, and shall not be modified or terminated exceptby a written instrument executed by Quepasa and MATT and/or MATTF (to extent such Party is effectedby such amendment).10. Severability. If any provision of this Agreement is held to be invalid orunenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreementshall not be affected by such judgment, and such provision shall be carried out as nearly aspossible according to its original terms and intent to eliminate such invalidity orunenforceability.11. Successors and Assigns. This Agreement shall inure to the benefit of, be bindingon and be enforceable by, the parties and their respective successors and assigns.12. Communications. All notices, consents and other communications given under thisAgreement shall be in writing and shall be deemed to have been duly given (a) when delivered byhand or by FedEx or a similar overnight courier to, (b) five days after being deposited in anyUnited States post office enclosed in a postage prepaid registered or certified envelope addressedto, or (c) when successfully transmitted by fax (with a confirming copy of such communication to besent as provided in (a) or (b) above) to, the party for whom intended, at the address or fax numberfor such party set forth below, or to such other address or fax number as may be furnished by suchparty by notice in the manner provided herein; *provided, however,*that any notice of change ofaddress or fax number shall be effective only on receipt.   If to Quepasa: If to MATT:     Mexicans & AmericansQuepasa Corporation Trading Together, Inc.224 Datura Street, Suite 1100 7550 IH 10 West, Suite 630West Palm Beach, FL 33401 San Antonio, TX 78229Attention: Attn: Michael D. Matte Attn: Andres Gonzalez Saravia     If to MATTF:     Mexicans & Americans Thinking  Together Foundation, Inc.  329 Old Guilbeau Street  San Antonio, TX 78204  Attn: Andres Gonzalez Saravia
 
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13. Construction; Counterparts. The headings contained in this Agreement are forconvenience only and shall in no way restrict or otherwise affect the construction of theprovisions hereof. References in this Agreement to Sections are to the sections of this Agreement.This Agreement may be executed in multiple counterparts, each of which shall be an original andall of which together shall constitute one and the same instrument.14. Attorneys’ Fees. In the event that there is any controversy or claim arising outof or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and anyaction or proceeding is commenced to enforce the provisions of this Agreement, the prevailing partyshall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costson appeal).15. Governing Law. This Agreement shall be governed by the laws of the State of NewYork applicable to agreements made and fully to be performed in such state, without giving effectto conflicts of law principles; provided that matters of corporate law shall be governed by thelaws of the State of Nevada applicable to agreements made and fully to be performed in such state,without giving effect to conflicts of law principles.*[Signatures on Next Page]*
 
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.      **QUEPASA CORPORATION**