**Exhibit 10.39**THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT ANDHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANYAPPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED INTHE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE RESTRICTIONS SETFORTH HEREIN AND IN THE COMPANY’S OPERATING AGREEMENT (AS THE SAME MAY BE AMENDEDAND RESTATED FROM TIME TO TIME).EQUITY INTERESTS PURCHASE WARRANTNo. W- 01**Recitals**A. Quepasa Corporation, a Nevada corporation (“QPSA”), has agreed to loan to BRC Group, LLC, aCalifornia limited liability company (the “Company”), the sum of $600,000 on an interest-free basis(the “Loan”) to be evidenced by a Promissory Note and Loan Agreement dated as of March 27, 2008(the “Loan Documents”).B. To induce QPSA to make the Loan to the Company, the Company has agreed to issue to QPSA awarrant allowing QPSA to purchase up to 50% of the total issued and outstanding Equity Interests inthe Company.C. As of the date of this Warrant, the Company has issued and outstanding only Class AMembership Interests.D. The terms “Membership Interest” and “Class A Membership Interest” shall have the samemeanings as set forth in the Company’s Operating Agreement.**Agreement**1. Definitions. The capitalized terms set forth in this Warrant have the meanings setforth in Section 8 below.2. Warrant.2.1 Grant of Warrant. The Company hereby agrees that, for good and valuableconsideration, the receipt of which is hereby acknowledged, QPSA, the recipient of this Warrant(“Holder”), or its assigns or transferees, is entitled to purchase from the Company upon theoccurrence of any event listed in Section 2 of this Warrant, that amount of Equity Interests setforth in Section 2.3(a) of this Warrant, not to exceed fifty percent (50%) of the total issued andoutstanding Equity Interests (subject to all the adjustments provided herein), for a total purchaseprice equal to Exercise Price. So long as the Company has issued and outstanding only Class A Membership Interests, the Company shall issue to Holder, upon exercise of thisWarrant, only Class A Membership Interests in the appropriate percentage, as determined underSection 2.3 below.
 
 

 
2.2 Exercise of Warrant. The Warrant shall become exercisable in full upon the dayimmediately following the Due Date of the Loan if the Loan is not paid in full on the Due Date;provided that this Warrant shall not be exercisable if prior to that date, the Company has acceptedQPSA’s offer to purchase 100% of the Company’s Equity Interests, or QPSA has exercised its right offirst refusal to purchase the Equity Interests.2.3 Exercise Price of Warrant; Interests Purchased.(a) The amount of Equity Interest that may be purchased upon the exercise of this Warrantshall equal the product obtained by multiplying (i) .50 times (ii) a fraction, the numerator ofwhich is the total unpaid principal balance of the Loan as of the Exercise Date (disregarding anyimputed interest) and the denominator of which is $600,000 times (iii) the total of all issued andoutstanding Equity Interests in the Company. For example, if upon the Exercise Date the unpaidprincipal balance of the Loan is $300,000, upon exercise of the Warrant, QPSA would receive thatamount of Equity Interests which would represent 25% of all issued and outstanding Equity Interestsin the Company.(b) The Exercise Price at any time shall be the unpaid Loan Principal. Upon exercise of thisWarrant, the unpaid Loan Principal shall be deemed to have been paid in full and the Company shallhave no further liability therefore, and QPSA shall have a basis in the Equity Interest equal tothe Exercise Price.(c) The foregoing to the contrary notwithstanding, if when the Warrant is exercised theCompany is subject to insolvency, bankruptcy, rehabilitation, conservancy or any similarproceeding, or any of these, Holder’s Exercise Price of this Warrant shall be $10,000 and theunpaid principal balance of the Loan shall remain outstanding, subject to a credit of $10,000.00for payment of the Exercise Price.(d) Upon exercise of this Warrant, Holder shall, with respect to the Equity Interests acquiredby such exercise, automatically become a member of the Company and shall be entitled to all rightsand benefits of membership in the Company, without the further approval or consent of any manageror member of the Company.2.4 Method of Exercise. This Warrant may be exercised by delivery of this Warrantwith the Notice of Exercise duly executed by such Holder, to the Company at its principal officeprior to the Expiration Date. The “Exercise Date” shall mean the date the Exercise Notice isdelivered to the Company.2.5 Issuance of Equity Interest Upon Exercise. Upon exercise of this Warrant byHolder, the Company shall deliver to QPSA or its assignee, the Equity Interests and any OtherSecurities or other property required to be delivered to the Holder within seven business daysafter Holder’s exercise of this Warrant. The Company, at its expense, will cause to be issued inthe name of and delivered to the Holder hereof, a certificate or certificates evidencing the EquityInterests or Other Securities or property to which such Holder is entitled.2.6 Expiration of Warrant. This Warrant shall terminate on the earlier of (a) thelast day of the 37th calendar day following the date the Warrant first becameexercisable or (b) upon payment in full of the Loan.
 
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3. Continuing Rights of Warrant Holder.3.1 Reorganization, Consolidation and Other Transactions. Upon any reorganization,consolidation, merger, share exchange, or sale of assets, or any dissolution of the Companyfollowing any transaction, this Warrant shall continue in full force and effect and the termshereof shall be applicable to the equity interests, limited liability company interests, shares ofstock, debt, partnership interests, profits interest and any other securities and propertyreceivable by the Company or its members after the consummation of such reorganization,consolidation, merger, exchange or other transaction, or the effective date of dissolutionfollowing any such transaction, as the case may be, and the terms and conditions of this Warrantshall be binding upon the issuers of any such other interests or other securities, including, inthe case of such a transaction, the person acquiring all or substantially all of the properties orassets of the Company, whether or not such person shall have expressly assumed the terms of thisWarrant.3.2 No Dilution or Impairment. The Company will not, by amendment of its Articles ofOrganization, Operating Agreement, or any other documents or agreements, or through anyreorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securitiesor any other voluntary action, avoid or seek to avoid the observance or performance of any of theterms of the Warrant, but will at all times in good faith assist in the carrying out of all suchterms and in the taking of all such action as may be necessary or appropriate in order to protectthe rights of the Holder of the Warrant against dilution. Without limiting the generality of theforegoing, the Company: (a) will not, if applicable, increase the par value of any Equity Interestsreceivable on the exercise of the Warrant above the amount payable therefor on such exercise; (b)will not alter or amend its Articles of Organization or its Operating Agreement as in effect as ofthe date of this Warrant without the prior written consent of the Holder; (c) will take all suchaction as may be necessary or appropriate in order that the Company may validly and legally issuefully paid and non-assessable Equity Interests on the exercise of the Warrant from time to timeoutstanding and will reserve for future issuance a sufficient number of Equity Interests to allowthis Warrant to be exercised as anticipated herein; and (d) will not transfer all or substantiallyall of its properties and assets to any other person or entity (corporate or otherwise), orconsolidate with or merge into any other entity or permit any such entity to consolidate with ormerge into the Company (if the Company is not the surviving entity), unless such other entity shallexpressly assume in writing and will be bound by all the terms of this Warrant.4. Adjustments for Issuance of Equity Interests and Amount of Outstanding EquityInterests.4.1 General. If at any time there shall occur any equity split, equity dividend,reverse equity split or other subdivision of the Company’s Equity Interests (“Equity Event”), thenthe percentage of Equity Interests to be received by the Holder of this Warrant, as a percentage ofall Equity Interests issued and outstanding, shall be appropriately adjusted so that Holder shall have the same proportion of Equity Interests issuable hereunder, at any time, ona fully diluted basis, up to a maximum Equity Interest of fifty percent (50%) of all EquityInterests issued and outstanding at any time, on a fully diluted basis, that the Holder could havepurchased prior to the occurrence of such Equity Event, assuming that this Warrant was exercisablein full at the time of the Equity Event occurred. No adjustment to the Exercise Price shall bemade in connection with any adjustment of the number of shares of Equity Interests receivable uponexercise of this Warrant, except that the Exercise Price shall be proportionately decreased orincreased upon the occurrence of any equity split, equity dividend, reverse equity split or othersubdivision of the Equity Interests so that the aggregate Exercise Price payable if the Warrant wasexercised in full shall be the same both before and after the Equity Event.
 
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As used herein, “Warrant Equity” means the Equity Interests previously issued pursuant to thisWarrant as of the time of determination, and any capital stock or other securities into which orfor which such Equity Interests shall have been converted or exchanged pursuant to anyrecapitalization, reorganization or merger of the Company and any shares of capital stock issuedwith respect to the foregoing pursuant to any stock split or stock dividend.4.2 Other Issuance of Equity Interests. Unless the Holder shall otherwise agree, ifat any time there shall be any increase in amount of Equity Interests outstanding or which theCompany is obligated to issue, or covered by any option, warrant or convertible security which isoutstanding, or which the Company is obligated to issue, and the Equity Interests so issued orwhich the Company is obligated to issue are issued or issuable at a price which is less than thethen current fair market value of such Equity Interests, as determined jointly by the Company andthe Holder, then the Equity Interests to be received by the Holder shall be adjusted to that amountdetermined by multiplying (a) the maximum Equity Interests purchasable hereunder prior thereto,(including a Warrant Equity held by the Holder prior thereto by (b) a fraction (i) the numerator ofwhich shall be the amount of Equity Interests outstanding, including any Equity Interests that theCompany is obligated to issue, plus the maximum number of Equity Interests which are issuablepursuant to options, warrants or convertible securities which are outstanding or which the Companyis obligated to issue, immediately after such increase, and (ii) the denominator of which shall bethe Equity Interests outstanding, including any Equity Interests that the Company is obligated toissue, plus the maximum number of Equity Interests which are issuable pursuant to options, warrantsor convertible securities which are outstanding or which the Company is obligated to issue,immediately prior to such increase. Thereupon, the Exercise Price shall be correspondingly reducedso that the aggregate Exercise Price for all Equity Interests covered hereby shall remainunchanged. The provisions of this Section 4.2 shall not apply to any issuance of additional EquityInterests for which an adjustment is provided under Section 4.1 hereof.4.3 Other Securities. If any Other Securities shall have been issued, or shall thenbe subject to issue upon the conversion or exchange of any Equity Interests (or Other Securities)of the Company (or any other issuer of Other Securities or any other entity referred to in thisSection 4 hereof) or to subscription, purchase or other acquisition pursuant to any rights oroptions granted by the Company (or such other issuer or entity), the Holder of this Warrant shallbe entitled to receive upon exercise hereof, in addition to the Equity Interests, such amount ofOther Securities (in lieu of, or in addition to, Equity Interests) as is determined in accordancewith the terms hereof, treating all references to Equity Interests herein as references to OtherSecurities to the extent applicable, and the computations, adjustments and readjustmentsprovided for in this Section 4 with respect to the Equity Interests issuable upon exercise of thisWarrant shall be made as nearly as possible in the manner so provided and applied to determine theamount of Other Securities from time to time receivable on the exercise of the Warrant, so as toprovide the holder of the Warrant with the benefits intended by this Section 4 and the otherprovisions of this Warrant.
 
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4.4 Determination of Adjustments. In determining whether any adjustment orreadjustment is required under this Section 4, and the extent of any such adjustment, the followingprovisions shall apply:(a) In the case of the issuance of securities of the Company for cash, the amount ofconsideration received by the Company for such securities shall be deemed to be the amount of cashpaid therefor, before deducting any discounts, commissions or other expenses allowed, paid orincurred by the Company for any underwriting or otherwise in connection with the issuance and salethereof.(b) In the case of the issuance of securities of the Company for a consideration in whole orin part other than cash, the consideration other than cash shall be deemed to have a dollar valueequal to the fair market value of such non-cash consideration, irrespective of any accountingtreatment thereof, as determined by the Managers of the Company, with the approval of the Holder.(c) In the case of the issuance of Options or Convertible Securities, the following provisionsshall apply:(1) With respect to Options to purchase Equity Interests, the aggregate maximum amount ofEquity Interests deliverable upon exercise of such Options shall be deemed to have been issued atthe time such Options were issued and for a consideration equal to the consideration (determined inthe manner provided in Section 4.4(a) and (b) hereof), if any, received by the Company for suchOptions plus the minimum exercise price provided in such Options for Equity Interests coveredthereby.(2) With respect to Convertible Securities and Options to purchase Convertible Securities, theaggregate maximum amount of Equity Interests deliverable upon the conversion or exchange of anysuch Convertible Securities and the aggregate maximum amount of Equity Interests issuable upon theexercise of such Options to purchase of such Convertible Securities shall be deemed to have beenissued at the time such convertible Securities or such Options were issued and for a considerationequal to the consideration, if any, received by the Company for any such Convertible Securities andOptions, plus the minimum additional consideration, if any, to be received by the Company upon theconversion or exchange of such Convertible Securities or the exercise of such Options and theconversion or exchange of the Convertible Securities issuable upon exercise of such Options (theconsideration in each case to be determined in the manner provided in Section 4.4(a) and (b)hereof).
 
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(3) If any change occurs in the amount of Equity Interests deliverable, or in theconsideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, achange resulting from the antidilution provisions thereof, the amount of Equity Interests issuableupon exercise of this Warrant and the Exercise Price hereunder, to the extent in any way affectedby or computed using such Options or Convertible Securities, shall be recomputed to reflect suchchange, but no further adjustment shall be made for the actual issuance of Equity Interests or anypayment of such consideration upon the exercise of any such Options or the conversion or exchangeof such Convertible Securities.(4) Upon the expiration or termination of any such Options or any such rights to convert orexchange Convertible Securities, the amount of Equity Interests issuable upon exercise of thisWarrant and the Exercise Price hereunder, to the extent in any way affected by or computed usingsuch Options or Convertible Securities, shall be recomputed to reflect the issuance of only theamount of Equity Interests (and Options and Convertible Securities which remain in effect) thatwere actually issued upon the exercise of such Options or upon the conversion or exchange of suchConvertible Securities.(5) The amount of Equity Interests deemed issued and the consideration deemed paid thereforpursuant to Section 4.4(c)(1) and (2) hereof shall be appropriately adjusted to reflect any change,termination or expiration5. Notices. In the event of:(a) any taking by the Company of a record of the holders of any class of Equity Interests forthe purpose of determining the holders thereof who are entitled to receive any dividend or otherdistribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock ofany class or any other securities or property, or to receive any other right; or(b) any capital reorganization of the Company, any reclassification or recapitalization of theequity interests of the Company or any transfer of all or substantially all the assets of theCompany to or any consolidation or merger of the Company with or into any other Person; or(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or(d) any proposed issue or grant by the Company of any class of any equity interest or anyother securities, or any right or option to subscribe for, purchase or otherwise acquire any sharesof stock of any class or any other securities (other than the issue of Equity Interests on theexercise of this Warrant),then, and in each such event, the Company will mail or cause to be mailed to the Holder of thisWarrant a notice specifying (i) the date on which any such record is to be taken for the purpose ofsuch dividend, distribution or right, and stating the amount and character of such dividend,distribution or right, (ii) the date on which any such reorganization, reclassification,recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up isanticipated to take place, and the time, if any is to be fixed, as of which the holders of recordof Equity Interests (or Other Securities) shall be entitled to exchange their shares of EquityInterests
 
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(or Other Securities) for securities or other property deliverable on such reorganization,reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation orwinding-up and (iii) the amount and character of any equity interest or other securities, or rightsor options with respect thereto, proposed to be issued or granted, the date of such proposed issueor grant and the persons or class of persons to whom such proposed issue or grant is to be offeredor made. Such notice shall be given in accordance with Section 11 at least 30 days prior to thedate specified in such notice on which any such record or other action is to be taken. The Companyagrees that it will not take any of the action specified regarding clauses (a) through (d) above,without first obtaining the prior written consent of the Holder.6. Reservation of Stock Issuable on Exercise of Warrant. The Company will at alltimes reserve and keep available, solely for issuance and delivery on the exercise of this Warrant,Equity Interests equal to the total maximum amount of Equity Interests from time to time issuableupon exercise of this Warrant, and, from time to time, subject to the terms of this Warrant willtake all steps necessary to amend its Articles of Organization and Operating Agreement to providesufficient reserves for the issuance of the Equity Interests upon exercise of this Warrant.7. Certain Holder Rights. If Holder exercises this Warrant any time after the datethe Warrant first becomes exercisable and acquires 50% of the total issued and outstanding EquityInterests, Holder shall have the right to elect a majority of the Company’s Managers. The MajorityMembers of the Company, by executing this Warrant, agree to the foregoing and hereby grant Holderan irrevocable proxy, which constitutes a power coupled with an interest, to vote all the interestsof the Majority Members for the election of a majority of the Company’s Board of Directors or allof the Company’s Managing Members, as such persons may be selected by the Holder. Holder, inexercising the proxy granted hereby, shall owe no duty to the Majority Members in connection withthe selection of the Company’s directors or Managers, and the Majority Members consent to suchaction as the Holder may take in order to protect its interests in and investment in the Company.8. Definitions. As used herein the following terms, unless the context otherwiserequires, have the following respective meanings:(a) “Convertible Securities” means and includes any indebtedness or Equity Interests, profitsinterests, convertible into, or exchangeable for Equity Interests.(b) “Due Date” means the earlier of January 8, 2011, or the date the Loan Principal becomesdue and payable under the Loan Documents.(c) “Equity Event” has the meaning set forth in Section 4.1.(d) “Equity Interests” means any Membership Interests that are issued by the Company, andoutstanding, including without limitation (i) any Class A Membership Interests, (ii) any class orseries of equity interest in the Company issued and outstanding at any time, as evidenced by theCompany’s Articles of Organization, Operating Agreement and other Company documents in effect fromtime to time, and (iii) any Convertible Securities or Other Securities into which such EquityInterests may be converted from time to time, in each case,
 
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together with all rights associated therewith, including, without limitation, voting rights,rights to distributions, allocations of profit or loss, profits interests, preferences, priorities,preferred returns, and any other rights associated with any such Equity Interests. To quantify theamount of Equity Interest with respect to this Warrant or any other purpose, the Equity Interestshall be expressed as a percentage of all other Equity Interests then issued and outstanding,regardless of class or series, treating all Equity Interests as a single class.(e) “Exercise Date” has the meaning specified in Section 2.4.(f) “Exercise Price” has the meaning specified in Section 2.3(b).(g) “Expiration Date” is the date specified in Section 2.6.(h) “Holder” means the holder or holders of this Warrant from time to time.(i) “Loan” has the meaning set forth in Recital A.(j) “Loan Documents” has the meaning set forth in Recital A.(k) “Loan Principal” means the principal balance of the Loan outstanding at any time asdetermined under the Loan Documents, without regard to the imputation of any interest.(l) “Majority Members” means those persons, or their successors in interest, who individuallyor collectively own more than 50% of the Company’s Equity Interests, regardless of class.(m) “Options” means rights (including contractual rights), options or warrants to subscribefor, purchase or otherwise acquire Equity Interests or Convertible Securities.(n) “Other Securities” refers to any equity or profits interests (other than EquityInterests), including any class or series of common or preferred stock or Equity Interests, howeverdenominated, and other securities of the Company or any other entity (corporate or otherwise) (i)which the Holder of this Warrant at any time shall be entitled to receive, or shall have received,on the exercise of this Warrant, in lieu of or in addition to Equity Interests, or (ii) which atany time shall be issuable or shall have been issued in exchange for or in replacement of EquityInterests or Other Securities, in each case pursuant to Section 3 or 4 hereof.9. Company’s Representations and Warranties. The Company hereby makes the followingrepresentations and warranties to the Holder:(a) The Company is a duly organized, and validly existing limited liability company, and ingood standing under the laws of the State of California and is qualified to transact business ineach jurisdiction where the Company currently transacts business. The Company holds allauthorizations, certificates of authority, permits, and other consents necessary for the Company to conduct its business, as presently conducted. All limited liabilitycompany action necessary to authorize the Company to issue and deliver this Warrant has been takenand is in full force and effect, and has not been modified, revoked, or rescinded.
 
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(b) This Warrant is duly issued, outstanding and is binding and enforceable against theCompany and its Members in accordance with its terms. The issuance of this Warrant to Holder, andHolder’s exercise of this Warrant, does not and will not violate the Company’s Articles ofOrganization, Operating Agreement, or any other agreement or obligation of the Company or theMajority Members or by which the Company or its Majority Members are subject or by which the assetsor properties of either is bound.(c) No consent by any third party or other person is necessary for the Company to issue, enterinto, and to perform its obligations under this Warrant, whose consent has not already beenobtained and is in full force and effect.(d) The Company is not insolvent and the issuance of this Warrant or its exercise will notcause the Company to be in breach of or default under any agreement, covenant, or indenture towhich the Company is a party or to which its assets are subject. The issuance of this Warrant andthe Exercise of the Warrant will not contravene the organizational documents of the Company as theypresently exist or may exist in the future.10. Remedies. The Company agrees that the remedies at law of the Holder of thisWarrant in the event of any breach or default or threatened breach or default by the Company in theperformance of or compliance with any of the terms of this Warrant are not and will not beadequate, and that, in addition to any claim for damages, such terms may be specifically enforcedby a decree for the specific performance of any agreement contained herein or by an injunctionagainst a violation of any of the terms hereof or otherwise.11. Mailing of Notices. All notices and other communications from the Company to theholder of this Warrant shall be mailed by first class registered or certified mail, postageprepaid, or sent by overnight courier (or sent in the form of a telecopy) at such address as mayhave been furnished to the Company in writing by such holder or, until any such holder furnishes tothe Company an address, then to, and at the address of, the last holder of this Warrant who has sofurnished an address to the Company.12. Miscellaneous. If any provision of this Warrant is determined to be invalid,illegal or unenforceable, or partially invalid, illegal or unenforceable, the provision shall beenforced to the extent, if any, that it may legally be enforced and the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby.This Warrant and any term hereof may be changed, waived, discharged or terminated only by astatement in writing signed by the party against which enforcement of such change, waiver,discharge or termination is sought.13. No Assignment. Neither QPSA nor the Company may assign their respective rights orobligations hereunder, whether voluntarily or by operation of law, without the prior writtenconsent of the other. A change in ownership of fifty percent (50%) or more of the ownershipinterests of QPSA shall be considered an assignment for the purposes of this Section.
 
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Any transfer or assignment in contravention of this provision shall be void. Notwithstandingthe foregoing, the Company shall consent to an assignment by QPSA unless such assignment is to aparty that competes with the Company in the business of producing soccer tournaments.14. Governing Law. This Warrant shall be governed by and construed in accordance withthe domestic substantive laws (and not the conflict of law rules) of the State of Arizona. Theheadings in this Warrant are for purposes of reference only, and shall not limit or otherwiseaffect any of the terms hereof.15. Majority Members. The Majority Members have executed this Warrant for the purposeof consenting to the issuance of this Warrant and for the purpose of consenting to the Holder’sadmission to the Company as a Class A Member upon exercise of this Warrant, and the MajorityMembers agree to be bound by all terms and conditions hereof and agree to cause the Company tocarry out each and every obligation it owes to the Holder under this Warrant.**[Signature Page to Follow]**
 
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IN WITNESS WHEREOF, the Company and Majority Members have caused this Warrant to be executedby the Company’s duly authorized officer and the Company’s corporate seal to be impressed hereonand attested by the Company’s Secretary.DATED the 10th day of March, 2008.       “Company”       BRC Group, LLC, a California limited liability company       By: /s/ Richard Copeland        Name: Richard Copeland        Its: Manager             “Majority Members”       By: /s/ Richard Copeland          Signature