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                                                                   EXHIBIT 10.15


                        AMENDMENT OF EMPLOYMENT AGREEMENT

         This Amendment of Employment Agreement (this "Amendment") is entered
into as of the 30th day of June, 2000, by and between quepasa.com, inc., a
Nevada corporation (the "Company"), and Robert J. Taylor ("Taylor").

                             EXPLANATORY STATEMENTS

         A.       The Company and Taylor entered into an Employment Agreement
dated as of February 23, 1999, an Amended and Restated Employment Agreement
dated as of May 10, 1999, a Second Amended and Restated Employment dated as
of August 1, 1999 and a Third Amended and Restated Employment Agreement dated
as of January 1, 2000 (collectively, the "Employment Agreement") whereby the
Company agreed to employ Taylor and Taylor accepted employment with the
Company.

         B.       The Company is seeking a significant investment into the
Company or a potential acquisition of all or a substantial portion of the
Company and in connection therewith the Company and Taylor desire to amend
and modify certain terms and conditions of the Employment Agreement in order
to incent and reward Taylor to stay with the Company as it explores various
potential opportunities.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Employment Agreement is hereby amended
and modified as follows:

         1.       All capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Employment Agreement.

         2.       This Amendment shall be effective upon the approval and
ratification of this Amendment by the Company's Board of Directors.

         3.       Sections 5.d. and 5.f. of the Employment Agreement shall be
deleted in their entirety and replaced with the following, respectively:

                  d.       The voluntary termination of this Agreement by
Taylor upon 60 days prior written notice;

                  f.       Written notice to Taylor from the Company for any
reason without "Cause."

         4.       Taylor's refusal to relocate from the Phoenix, Arizona,
metropolitan area if requested by the Company shall not constitute the basis
for termination of Taylor by the Company for "Cause" under Section 5 of the
Employment Agreement.




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         5.       Section 6 of the Employment Agreement shall be deleted in
its entirety and replaced with the following:

                  6.       RETENTION BONUS AND SEVERANCE. The Company will
pay Taylor a retention bonus equal to $50,000 (the "Retention Bonus") in two
equal payments of $25,000 on September 1, 2000 and December 1, 2000, provided
Taylor is employed by the Company on such payment dates. In addition, in the
event the Company terminates Taylor's employment other than for "Cause," the
Company will promptly pay Taylor severance equal to $100,000 plus any unpaid
portion of the Retention Bonus ("Severance"). If Taylor is terminated by the
Company for "Cause" or if Taylor voluntarily terminates his employment with
the Company, Taylor will not be entitled to Severance.

         6.       Except as otherwise expressly provided in this Amendment,
the Employment Agreement shall remain unchanged and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first set forth above.



                                         Company:

                                         quepasa.com, inc.


                                         By:       /s/ Gary L. Trujillo
                                                ----------------------------
                                                Gary L. Trujillo
                                                Chairman and CEO

                                         Taylor:


                                                /s/ Robert J. Taylor
                                         -----------------------------------