Exhibit 10.1

                          AGREEMENT AND MUTUAL RELEASE

     Mark Kucher ("Kucher") and quespasa.com, Inc., a Nevada corporation,
("quepasa") enter into the Agreement and Mutual Release (the "Agreement") dated
this 30th day of May 2002.

     1. Kucher agrees to accept, and quepasa agrees to pay, the sum of $190,000,
in fill settlement of all claims and disputes that exist, or may exist, between
them and their respective agents as more fully described in this Agreement.

     2. Kucher agrees that, simultaneous with the payment of the $190,000 to him
by quepasa. (a) Kucher and (b) Raymond Duch will be deemed to have resigned,
effective immediately, from the Board of Directors of quepasa Kucher agrees to
sign. and agrees to cause Raymond Duch to sign, any documentation that quepasa
may require to memorialize these resignations from the Board of Directors.

     3. As a condition to receiving the $190,000, Kucher will on May 30, 2002,
deliver to Meyer, Hendricks & Bivens, P.A. ("MHB") at 3003 N. Central Avenue,
Suite 1200, Phoenix, Arizona, 85012, two executed originals of this Agreement
arid Mutual Release. Simultaneous with such delivery quepasa will pay to Kucher
the $190,000 and will execute the two originals of this Agreement and Release.
One fully executed original will be given to Kucher and one to quepasa.

     4. Effective upon quepasa's payment of the S190,000, Kucher, on behalf of
himself and any person or entity claiming through him, fully, finally and
forever releases quepasa and any persons or entities related to quepasa,
including without limitation Vayala Corporation, an Arizona corporation, Jeffrey
Peterson. Michael Silberman, and all of quepasa's officers, directors,
employees, attorneys, agents, successors and assignees, from any and all claims
that Kucher has, or may have, against any of them, whether known or unknown,
that existed or may have existed as of May 30, 2002, the date the $190,000 is
paid.

     5. Effective upon quepasa's payment of the $190,000, quepasa, on behalf of
itself and any person or entity claiming through it, fully, finally and forever
releases Kucher and his spouse, heirs, successors and assignees, from any and
all claims that quepasa has, or may have, against any of them, whether known or
unknown, that existed or may have existed as of May 30, 2002, the date the
$190,000 is paid.

     6. With respect to any claims released by any person or entity in Paragraph
4 or 5, Kucher and quepasa agree that each shall be deemed to have expressly
waived the provisions, rights and benefits of California Civil Code Section
1542, which provides:

     A general release does not extend to claims which a creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

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Further, Kucher and quepasa agree that each of shall be deemed to have
express1y waived the provisions, rights and benefits conferred by any law of
any state or country which is similar or comparable to California Civil Code
Section 1542.

     7. This Agreement constitutes the sole and entire agreement among the
parties. No prior representations, warranties, inducements or commitments, oral
or written, have been made by or to any party concerning any subject of this
Agreement. No contemporaneous representations, warranties, inducements or
commitments, oral or written, have been made by or to any party, on any subject
of this Agreement, except as contained in this Agreement

     8. This Agreement may be amended only by a written instrument signed by
both Kucher and quepasa.

     9. This Agreement shall be governed by the laws of the State of Arizona,
and each party stipulates to the jurisdiction of the Maricopa County Superior
Court to resolve any dispute that may arise from this Agreement.





Dated this 30th day of May, 2002            /s/  Mark Kucher
                                            ----------------------------------
                                                 Mark Kucher


STATE OF ARIZONA     )
                     )ss.
County of Maricopa   )



     On this, the 30th day of May, 2002. May, 2002 before me, the undersigned
Notary Public personally appeared Mark Kucher, known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal,


                                            /s/  Sandra Stanley
(GRAPHIC OMITTED)                           ----------------------------------
                                                 Sandra Stanley
                                                 Notary Public

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<PAGE>


Dated this 3rd day of June, 2002            quepasa.com, Inc.


                                            By:  /s/  Jeffrey Peterson
                                               -------------------------------
                                                      Jeffrey Peterson
                                                      President



STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )


     On this, the 3rd day of June, 2002, before me, the undersigned Notary
Public, personally appeared Jeffrey Peterson, President of quepasa.com, known to
me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


                                            /s/  Sandra Stanley
(GRAPHIC OMITTED)                           ----------------------------------
                                                 Sandra Stanley
                                                 Notary Public


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<PAGE>


                              NOTICE OF RESIGNATION



To:      quepasa.com, Inc.

From:    Raymond Duch

Date:    May 30, 2002

Re:      Resignation from Board of Directors


         Effective May 30, 2002, I resign my position as a director of
         quepasa.com, Inc.


                                            /s/  Raymond Duch
                                            ----------------------------------
                                                 Raymond Duch


<PAGE>


                              NOTICE OF RESIGNATION



To:      quepasa.com, Inc.

From:    Mark Kucher

Date:    May 30, 2002

Re:      Resignation from Board of Directors


         Effective May 30, 2002, I resign my position as a director of
         quepasa.com, Inc.


                                            /s/  Mark Kucher
                                            ----------------------------------
                                                 Mark Kucher