**Exhibit 10.40****AGREEMENT REGARDING LEASE**By this Agreement Regarding Lease (this “**Agreement**”), AIRPARK BILLORADO LLC, an Arizonalimited liability company (“**Lessor**”), and QUEPASA CORPORATION, a Nevada corporation authorized todo business in the State of Arizona (“**Lessee**”), agree, effective as of March 1, 2008, with respectto that certain Commercial Lease, dated May 1, 2006, by and between Lessor and Lessee, as modifiedby First Amendment thereto, dated February 2, 2007 (collectively, “**Lease**”), as follows:**RECITALS**The parties have executed and delivered the Lease (as amended as stated above). Lessee hasindicated to Lessor that Lessee wishes to terminate its future obligations under the Leaseeffective May 1, 2008 (“**Turnover Date**”), subject to Maximus, Inc., a Virginia corporation (“**NewTenant**”), executing and delivering a new form of lease (“**New Lease**”) in form and substancesatisfactory to Lessor. So long as New Tenant executes the New Lease on or prior to March 14,2008, and Lessee is not otherwise in default under the Lease, Lessor agrees to not pursue Lesseefor or on account of any further duties or obligations under the Lease as of the Turnover Date.**AGREEMENTS**NOW, THEREFORE, in consideration of Lessor’s conditional agreement not to pursue Lessee forfurther breaches of the Lease under the conditions set forth herein, of the making of the TurnoverPayment from Lessee to Lessor and for other good and valuable consideration, the receipt andsufficiency of all of which is acknowledged, the parties agree as follows:1. The Recitals set forth above are incorporated by reference into the body of this Agreementas representations, warranties, covenants and agreements of the parties. Lessee acknowledges thatLessor is not in default under the Lease, or if there are any existing defaults by Lessorthereunder, they are hereby expressly waived and discharged. So long as Lessor releases Lesseefrom all future duties and obligations under the Lease and terminates the Lease, all effective asof the Turnover Date (it being understood that the termination of the Lease shall only affectfuture duties and obligations of Lessee under the Lease, and shall not affect any breaches byLessee thereof or duties or obligations of Lessee thereunder accrued or accruing prior to theTurnover Date), Lessee releases Lessor from any future obligation or claim under or arising out ofthe Lease or the Premises or the office complex of which the Premises are a part, known or unknown,fixed or contingent, if any, accruing after the Turnover Date, as consideration for execution anddelivery of this Agreement. If the Turnover Condition (as herein defined) is fulfilled, Lesseewill be deemed to release Lessor from any future obligation under or any part of the Lease or thePremises or the office complex which the Premises are a part, all as accruing from and after theTurnover Date.2. On or before March 14, 2008, but in any event contemporaneous with the execution anddelivery of the New Lease, Lessee shall pay to Lessor, by wire transfer to an account, informationfor which will be provided by Lessor, the sum of Sixty Four Thousand, Two Hundred Sixty One Dollars ($64,261.00) (“**Turnover Payment**”). The Turnover Paymentrepresents payment of a full amount of expenses, commissions, costs, etc., all as set forth on thesigned “spreadsheet” attached hereto as Exhibit “A”, less the **Security Deposit**(herein so called) presently held by Lessor of Forty Four Thousand, Seven Hundred Three and 25/100Dollars ($44,703.25).
 
1

 
So long as Lessee is not in default under the Lease or hereunder upon the Turnover Date, andLessee has timely, as of April 15, 2008, vacated all of the Premises and left the same broom-cleanand in good order, repairing all damage occasioned by Lessee’s final vacation of the Premises inaccordance with the further terms hereof, Lessor shall accept the Turnover Payment in fullsatisfaction of Lessee’s future duties and monetary obligations under the Lease accruing oroccurring on or after the Turnover Date. Lessor will not further pursue Lessee for any futurebreaches of the Lease which may occur from and after the Turnover Date and the Lease will beterminated, subject to any existing obligations or liabilities of Lessee thereunder. Lessor maydeal freely in the Premises after the Turnover Date, including, without limitation, executing anddelivering and performing the New Lease with the New Tenant, it being understood that Lessor mayexecute and deliver the New Lease prior to the Turnover Date as contemplated hereby. It shall notbe necessary for Lessee to execute any further leases or modifications of leases with regard to thePremises. From and after the Turnover Date and if the Turnover Condition is fulfilled, Lessor mayalso retain the Security Deposit free and clear of the claims of Lessee.If Lessor is divested of all or any portion of the Turnover Payment or the Security Depositdue to Lessee’s subsequent bankruptcy or other similar formal proceeding, or if, in any suchproceeding, any challenge is raised to the same, then Lessor’s covenants not to further pursueLessee hereunder shall be null, void and of no force or effect and Lessor may seek to fully enforcethe Lease against Lessee, to the fullest extent permitted by law.3. Lessee shall continue, between the date hereof and the Turnover Date, to pay all rent andother charges due under the Lease for the entire Premises (as defined in the Lease), including,without limitation, stated rental and so-called “CAM charges” or expense charges accruinghereafter. So long as the Turnover Condition is fulfilled and Lessor thereupon is deemed toterminate the Lease as to future breaches of Lessee, it shall not be necessary for Lessor toprovide to Lessee any further reconciliations of any Premises-related expenses, including, withoutlimitation, the Security Deposit.4. Effective as of March 1, 2008, Lessor and/or its designees may occupy the portionof the Premises cross-hatched on Exhibit “B” hereto (“**Work Space**”). Except for the area ofthe Work Space that contains Lessee’s computer server and associated computer, telephone andinternet equipment (“**Remaining Property**”) also noted on Exhibit “B”, Lessee acknowledgesthat Lessee will remove its personnel, personal property, fixtures and operations from the WorkSpace to the balance of the Premises (“**Reduced Premises**”). Lessor acknowledges that RemainingProperty cannot be temporarily relocated due to excessive cost and work. Lessee will remove theRemaining Property from the Work Space no later than April 1, 2008, Lessee acknowledging thatLessee will arrange removal of the Remaining Property in a manner so as not to interrupt oradversely affect the New Tenant Work (defined immediately below). Lessee represents to Lessor thatLessee has secured the Remaining Property from any potential damage or disruption which may becaused or occasioned by the conduct of the New Tenant Work in the portion of the Work Space in and about the area where the Remaining Property is currentlylocated.
 
2

 
Lessee acknowledges that significant tenant improvement work will be undertaken withinthe Work Space, and has so secured the Remaining Property against any damage or disruption relatedthereto. Neither Lessor nor its contractors nor others performing any portion of the New TenantWork nor New Tenant shall be liable or responsible for any damage to the Remaining Property, or anyissues relating to damage or interruption of services related thereto, Lessee assuming absolutelyall risk related to the Remaining Property, physical damage thereto, and/or any other damage oritem arising out of the Remaining Property remaining in the Work Space until April 1, 2008. Lesseeacknowledges that if service interruptions occur because of changes to the Remaining Property orotherwise arising out of the work activity described below, Lessee will make no claim against anyparty respecting same. Lessee will be due no other credit or other dispensation therefor,including any reduction in rent, Lessee acknowledging that Lessee will be responsible to pay rentand other charges related to the Work Space and the Reduced Premises until the Turnover Date.Lessor may, as of March 1, 2008, undertake tenant improvement/preparation activities(collectively, “**New Tenant Work**”) in connection with the New Lease in the Work Space. Lesseeacknowledges that Lessor will be undertaking such New Tenant Work, and will not make a claimagainst Lessor for noise; dust; interruptions in utility or other services to or benefitting thePremises; movement of equipment and/or personnel in and out of the Work Space, etc., arising out ofsuch New Tenant Work. Lessee will reasonably cooperate with Lessor and/or its contractors inendeavoring to complete such New Tenant Work. Lessee acknowledges that preparing the Premises forNew Tenant under the New Lease prior to the Turnover Date is of paramount importance to Lessor, andthat Lessor would not have executed and delivered this Agreement were it not for Lessee’scontraction of its operations from, and permission of Lessor to enter, the Work Space early to soprepare.5. On or before April 15, 2008, Lessee shall also vacate the Reduced Premises and shallreasonably cooperate with the New Tenant in turning the Reduced Premises over to the New Tenant ina timely manner on or before April 15, 2008. Lessee turning over the Work Area to Lessor uponexecution of this Agreement and removing the Remaining Property from the Work Space in a timelymanner as stated above, and in each case broom-clean and with all damage repaired, Lessee’s timelypayment to Lessor of the Turnover Payment as stated herein and New Tenant executing the New Leasefor the Premises, is herein collectively called the “**Turnover Condition**”.6. This Agreement is subject to a fully executed lease with Maximus, Inc.7. This Agreement may be executed in any number of counterparts and by facsimile or so-called“PDF” signature.
 
3

 
**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the day and datefirst above-written.      AIRPARK BILLORADO LLC,