**Exhibit 10.38****PROMISSORY NOTE**   Principal Amount: Scottsdale, Arizona$600,000.00 March 27, 2008**1. ****Promise to Pay**. For value received, BRC Group LLC, a California limitedliability company (“Maker”), promises to pay to the order of Quepasa Corporation, a Nevadacorporation (“Holder”), at 7550 East Redfield Road, Suite A, Scottsdale, AZ 85250, or atsuch other address as the Holder may designate by written notice to Maker, in lawful money of theUnited States of America, all amounts advanced by Holder to Maker under the Loan Agreement (definedbelow) and this Note. The proceeds of the credit accommodations evidenced by this Note (the“Loan”) shall be advanced at the times and in the amounts provided in that certain LoanAgreement of even date herewith between Maker and Holder (the “Loan Agreement”).**2. ****Required Payments**. If not earlier due and payable, Maker agrees to pay all unpaidprincipal and all other amounts payable under the provisions of this Note in full on January 8,2011 (the “Maturity Date”). Maker may prepay this Note in part or in full at any timeprior to the Maturity Date without any penalty or premium.**3. ****Application of Payments**. Unless otherwise specifically designated in the LoanAgreement, agreed in writing, or required by applicable law, all payments made by Maker and othercredits shall be applied: (a) first, to reimburse Holder for all fees, costs and expenses payableby Maker under this Note; and (b) second, to principal. Any payment made by Maker must be receivedby Holder in immediately available funds no later than 1:00 p.m. Phoenix time in order to receivesame day credit; any payment received thereafter shall be considered to have been made on thefollowing business day.**4. ****Warrant and other Ancillary Documents**. In connection with making the Loanevidenced by this Note, Holder and Maker have entered into that certain Equity Interest PurchaseWarrant of even date herewith, pursuant to which Maker has granted Holder the right to acquire upto 50% of the total issued and outstanding equity interests of Maker (the “Warrant”) and have alsoentered into that certain Right of Purchase and Right of First Refusal Agreement of even dateherewith, granting Holder certain rights with respect to the purchase of Maker’s assets or theequity interests of Maker (the “ROFR Agreement”). Except as provided herein, Holder’s rights underthe Warrant and the ROFR Agreement are separate and distinct from Holder’s rights under this Noteand the Loan Agreement. The indebtedness evidenced by this Note may, at Holder’s election afterthe Maturity Date and prior to the Expiration Date (as defined in the Warrant), be applied to paythe Exercise Price for the Equity Interest under the Warrant.. Exercise of the Warrant, and thesole and exclusive ownership in and to the Webpage, Developer Content, Work Product (as each of theforegoing terms is defined in the Webpage Development and Hosting Agreement between Holder andMaker of approximate date herewith) and all statistical information obtained through the trackingand monitoring the Webpage, shall be Holder’s sole remedy and recourse for unpaid amounts underthis Note.**5. ****Collection Costs**. If suit, arbitration or other legal proceeding or anynonjudicial foreclosure proceeding is instituted or any other action is taken by Holder to enforcethe terms of this Note, Maker promises to pay Holder’s reasonable attorneys’ fees (includingreasonably allocated costs of in-house counsel) and other costs (to be determined by the court orarbitrator and not by jury, in the case of litigation or arbitration) incurred thereby. Such feesand costs shall be included in any judgment or arbitration award obtained by Holder.
 
 

 
**6. ****Waivers and Acknowledgments**. Except as expressly provided in this Note to thecontrary, Maker waives: (a) demand, notice, diligence, protest, presentment for payment, andnotice of extension, dishonor, protest, demand and nonpayment of this Note; and (b) any release ordischarge by reason of any release or substitution of, or other change in, any security given forthe Note, or the obligation of any other person or entity who or which is now or may becomedirectly or indirectly liable for all or any portion of the Note.**7.****Acceleration**.(a) During the existence of any Event of Default, Holder may, at its option, exercise any oneor more of the remedies described herein, including declaring all unpaid indebtedness thenevidenced by this Note, and reasonable attorneys’ fees which are the obligation of Maker under thisNote to be immediately due and payable. Unless Holder otherwise elects, such acceleration shalloccur automatically upon the earlier of the Maturity Date or expiration of the applicable cureperiod set forth in the Note or the Loan Agreement for any curable Event of Default. For thepurpose of this Note, an “Event of Default”, includes: (a) any event described in Section 4.1 ofthe Loan Agreement; or (b) Maker’s failure to pay money as required by this Note or the LoanAgreement (whether or not Holder has given any notice of default or any cure period has expired).(b) All amounts payable under this Note shall become due and payable in full upon consummationof an agreement between Maker and any party or parties other than Holder for (a) the sale of all orsubstantially all of Maker’s assets, or (b) one or more sales of any equity interest in Maker thatin the aggregate equals 50% or more of the total issued and outstanding equity interests in Maker.**8. ****Warrant Exercise**. At any time after an Event of Default has occurred (whether ornot Holder has given any notice of default or any cure period has expired), Holder, in its solediscretion, shall have the right to apply any unpaid principal due Holder under this Note to paythe exercise price for the Equity Interests Holder has the right to purchase under the Warrant.**9. ****Remedies**. Except as provided in Sections 4 and 7(b) hereof, Holder’s sole recourseand remedy under this Note shall be the exercise of the Warrant.**10. ****Interest Limit**. In no event shall the interest rate payable on this Note exceedthe maximum rate of interest permitted to be charged under applicable law.**11. ****No Waiver by Holder**. Failure of Holder to exercise any option hereunder shall notconstitute a waiver of the right to exercise the same in the event of any subsequent default or inthe event of continuance of any existing default after demand for strict performance hereof.Without limitation of the foregoing sentence, no acceptance of a past due installment shall beconstrued to waive Holder’s right to insist upon prompt payment thereafter or to impose latecharges retroactively or prospectively. Holder may apply any payment of less than the total amountthen due that it receives from Maker (regardless of whether Maker has marked such payment toindicate that its acceptance will constitute payment in full or an accord and satisfaction) onaccount to amounts then owing under this Note, but acceptance and application of such amount willnot cure any existing default, constitute a waiver by Holder or an accord and satisfaction of anykind, or impair Holder’s ability to exercise any or all of its remedies.**12.****Time of Essence**. Time is of the essence of this Note.**13. ****Notices**. All demands or notices required or permitted under this Note shall begiven in the manner provided in the Loan Agreement.
 
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**14. ****Governing Law and Venue**. This Note is executed, delivered and payable in, andshall be governed by and construed according to the substantive laws and judicial decisions of, theState of Arizona, regardless of Arizona conflict of laws principles or the place of business,residence, location or domicile of Maker, any constituent principal thereof or any guarantor of anyportion of the Note, and applicable federal laws, rules and regulations. *Maker agrees that thelaws or procedural rules of any jurisdiction except for Arizona purporting to limit or affectHolder’s ability to enforce its rights as set forth in this Note are not applicable to theenforcement of Holder’s rights hereunder. Maker intends and understands that Holder will rely uponthe agreements in the foregoing sentences in accepting this Note, and specifically acknowledgesthat Holder may institute an action on this Note and/or any guaranty relating thereto. Makeracknowledges that Holder may permit Maker to execute this Note outside of Arizona, at the requestof, and as an accommodation to Maker if Maker will be unable to be present in Arizona.*Any actionbrought to enforce this Note may be commenced and maintained, at Holder’s option, in any state orfederal district court in Arizona, or in any other court having personal jurisdiction over Maker.Maker irrevocably consents to jurisdiction and venue in such court for such purposes and agrees notto seek transfer or removal of any action commenced in accordance with the terms of this paragraph.Maker also waives the right to protest the domestication or collection of any judgment obtainedagainst Maker with respect to this Note in any jurisdiction where Maker may now or hereaftermaintain assets.**15. ****Mutual Waiver of Right to Jury Trial**. AS A MATERIAL PART OF THE CONSIDERATION FORTHE MAKING OF THIS NOTE, MAKER (AND PAYEE, BY ACCEPTING THIS NOTE) UNCONDITIONALLY WAIVE ALL RIGHTSTO TRIAL BY JURY OF ANY PRESENT OR FUTURE CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND ARISINGUNDER OR RELATING TO THE NOTE. MAKER ACKNOWLEDGES THAT THIS IS A WAIVER OF A LEGAL RIGHT ANDREPRESENTS TO PAYEE THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITHCOUNSEL OF MAKER’S CHOICE. MAKER AND PAYEE AGREE THAT ALL SUCH CLAIMS WILL BE TRIED BEFORE A JUDGEOF A COURT OF COMPETENT JURISDICTION WITHOUT A JURY.**16. ****Construction of Instrument****.**This Note shall apply to the parties hereto accordingto the context hereof, without regard to the number or gender of words or expressions used herein.The headings or captions of paragraphs in this Note are for convenience and reference only, and inno way define or limit the scope or intent of this Note or the provisions of such paragraphs. Asused in this Note, the terms: (a) “include(s)” or “including” shall mean without limitation byreason of enumeration; and (b) “business days” shall mean those days (other than Saturdays orSundays) upon which banks are generally open in Arizona for the conduct of substantially all oftheir business activities, and wire transfers of funds can be made.IN WITNESS WHEREOF, Maker has executed this Note as of the date first written above.      BRC Group LLC, a California limited liabilitycompany