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                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") is made as of September
1, 2001 by and between GREAT WESTERN LAND AND RECREATION, INC., a Delaware
corporation (the "Company"), and JAY N. TOROK ("Employee").

         Employee and the Company desire to set forth the terms and
conditions of Employee's employment with the Company. Employee understands
that the Company intends to merge with Quepasa.com, Inc., a Nevada
corporation ("Quepasa"), with the Company being the surviving corporation. In
the event that such merger, or any other acquisition of a publicly held
company (in either case, an "Acquisition"), is consummated, the Company
agrees that it shall cause the Company, or such other corporation as may be
the surviving corporation (in either case, the "Surviving Corporation"), to
assume the Company's liabilities hereunder and to discharge such liabilities
as though the Surviving Corporation were a party to this Agreement.
Throughout this Agreement, unless the context otherwise requires, references
to the Company shall also include the Surviving Corporation.

         For valuable consideration received, the parties agree as follows:

         1.       EMPLOYMENT.  The Company agrees to employ Employee as
Chairman, Chief Executive Officer and President of the Company. Employee
agrees that he shall at all times exercise his best judgment in the
performance of these duties and shall perform such further duties as may be
required by the Company under the direction and control of the Board of
Directors of the Company.

         2.       DEVOTION TO EMPLOYMENT. Employee accepts employment with
the Company on the terms and conditions set forth herein and agrees to devote
his full business time and effort to perform his duties on behalf of the
Company in the position set forth in paragraph 1. While employed by the
Company, Employee shall not be actively engaged in any other business
activity which impairs his ability to satisfy his obligations to the Company
and shall not engage in any activity competitive with the Company or
detrimental to the Company's business. Employee agrees to comply with the
reasonable policies, standards and regulations established by the Company
from time to time.

         3.       COMPENSATION. The Company agrees to pay Employee
compensation for his services as follows:

                  A. SALARY. Commencing September 1, 2001, Employee's initial
         annual salary shall be One Hundred Twenty-Five Thousand Dollars
         ($125,000), payable in semi monthly installments of Five Thousand Two
         Hundred Eight Dollars ($5,208) each. The Company shall pay Employee
         according to its usual practices, including withholding for applicable
         federal, state and local taxes and for other normal items. Employee's
         salary shall be adjusted not less frequently than annually by the Board
         of

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         Directors of the Company or by a compensation committee selected by
         the Board of Directors. The magnitude of such salary adjustment shall
         be in the Board of Director's or compensation committee's discretion;
         provided, however, Employee's salary shall be adjusted upward each year
         by at least four percent (4%). In the event an Acquisition is
         consummated, Employee's annual salary shall be increased to a minimum
         of One Hundred Seventy-Five Thousand ($175,000). The increase in annual
         salary caused by the consummation of an Acquisition (the "Adjustment")
         shall be paid to Employee as he may direct, which direction may include
         payment to a trust, a personal holding company, or such other entity or
         affiliated company as Employee may deem appropriate. Apart from the
         Adjustment, this paragraph shall be unmodified by the consummation of
         an Acquisition.

                  B. STOCK OPTIONS. In the event of the consummation of an
         Acquisition, the Company will cause Employee to be granted options to
         acquire common shares of the Surviving Corporation upon the closing of
         such Acquisition at a price per share not more than the fair market
         value of such shares on the date of closing. At a minimum, Company will
         cause Employee to be granted an option to acquire not less than 750,000
         common shares of the Surviving Corporation, as has been approved by the
         Board of Directors and the Compensation Committee of Quepasa. The
         options will be evidenced by a Stock Option Agreement, and will vest
         monthly over a three-year period as long as Employee continues to be
         employed by the Company. The Company shall not permit any additional
         options to be granted by the Surviving Corporation, unless and until
         Employee has been granted an option to acquire that number of common
         shares of the Surviving Corporation which shall be equal to at least
         equal to the maximum number of common shares then held, or which may be
         acquired pursuant to any option agreement, by any other employee, or
         former employee, of the Company, the Acquisition target, or the
         Surviving Corporation. For purposes of the foregoing calculation, all
         common shares which may be acquired pursuant to any options, including
         any common shares which may be acquired pursuant to options ("Out of
         the Money Options") where the exercise price exceeds the then fair
         market value by Five Dollars ($5) per share, or more, shall be
         included, unless Employee, in his sole discretion, agrees to exclude
         Out of the Money Options from the calculation.

                  C. MEDICAL AND DENTAL INSURANCE PLAN. Employee shall be
         covered under the Company's medical and dental insurance plan which is
         generally applicable to all employees from time to time. The Company
         retains the right to modify medical insurance coverage as it deems
         appropriate. Except as otherwise provided for by law or in paragraph 6
         below, the Company is under no obligation or duty to provide medical
         coverage to the Employee after he has ceased to serve as an employee of
         the Company.

                  The Company shall provide for an annual physical examination
         for Employee, at no cost to Employee, while Employee is employed by the
         Company. Such examination will consist of a thorough examination
         regarding all aspects of appropriate health care, both for prevention
         and for possible sickness cure or treatment.

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                  D. VACATION.  Employee shall be entitled to twenty (20)
         days of paid vacation per fiscal year. Vacation days may be taken at
         any time; provided that they are taken in increments of five (5) days
         or more.

                  E. BONUS PLAN; STOCK OPTION PLAN. Employee shall be eligible
         to participate in any bonus plan ("Bonus Plan") and/or a stock option
         plan ("Stock Option Plan") based upon the future performance of the
         Company which shall be offered to any other executives of the Company.

                  F. ADDITIONAL BENEFITS. Employee shall be offered all other
         benefits, including insurance, personal days and professional days
         which may be offered to any other executives of the Company. The
         Company shall pay the premiums for Employee's existing split dollar
         life insurance policy. If, in the future, the Company generally
         provides other benefits to all employees of the Company, such benefits
         also shall be provided to Employee.

                  G. REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall
         reimburse Employee for the valid business expenses of Employee incurred
         by Employee in connection with the performance of his duties on behalf
         of the Company; provided that Employee submits receipts or other
         evidence of such expenses. Reimbursement payments shall be made by the
         Company at least once a month.

                  Without limiting the generality of the foregoing, Company
         shall provide Employee with a Company vehicle of a suitable type such
         that he may use it to meet and transport visitors, customers,
         stockholders, lenders, and other parties associated with the Company's
         business, as well as visit any development site, proposed development
         site, or ranch owned by the Company (or its successors, affiliates or
         assigns) or in which Company (or such other person) may have an
         ownership interest or prospective ownership interest. The vehicle
         provided by the Company shall be appropriate for such visits. The
         Company shall pay all costs and expenses relating to the vehicle,
         including, without limitation, all lease costs, down payments, loan
         payments, insurance costs, maintenance and repair expenses, and
         gasoline, oil and other operational costs.

         4.       EMPLOYEE AT WILL.  Employee is employed "at will". Subject
to the notice requirements set forth in paragraph 5 below and the severance
compensation set forth in paragraph 6 below, either Employee or the Company
may terminate Employee's employment at any time, for any reason, with or
without cause.

         5.       TERMINATION. Employee's employment may be terminated by
Employee by delivery to the Company of a written notice of termination at
least two (2) weeks prior to the termination date. Employee's employment
shall be terminated automatically upon the death of Employee or the permanent
incapacity of Employee to perform the services agreed to hereunder.
Employee's employment may be terminated by the Company upon Employee's
receipt of written notice of termination. Upon termination of employment,
Employee will promptly return to the Company all customer records as that
term is defined in paragraph 7

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below, all confidential information, as that term is defined in paragraph 8
below, and all other documents and equipment pertaining to the business of
the Company. Employee further agrees that Employee will not at any time use
any confidential information acquired by him during his employment with the
Company in any manner contrary to the interests of the Company.

         6.       SEVERANCE  COMPENSATION.  If Employee's employment is
terminated during the Term of this Agreement for any reason whatsoever, or
for no reason at all, Employee shall be entitled to the following:

                  A. For a period of time equal to two (2) times the otherwise
         remaining Term, commencing immediately after the date of Employee's
         termination, Company shall pay Employee an aggregate annual amount
         equal to fifty percent (50%) of Employee's then current salary; and the
         amounts payable hereunder shall be payable in semi-monthly installments
         throughout such period;

                  B. To the extent Employee has a vested interest in any shares
         of stock of the Company as of the date of termination, such shares
         shall be the sole property of Employee and shall be under the sole
         control of the Employee; however, Employee shall have no ownership
         right to any shares which have not vested;

                  C. Employee and his family shall continue to be eligible for
         group medical coverage, at Employee's personal expense, under the
         Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), as
         amended, for such duration as provided by existing law at the time of
         termination;
                  D. The term of this Agreement (the "Term") shall be the five
         (5) year period beginning on the execution hereof; provided, however,
         the Term shall be automatically extended by one year upon the first
         anniversary of the execution hereof, and upon each anniversary
         thereafter, such that, on any given date prior to Employee reaching the
         age of seventy (70) years old, this Agreement shall always evidence a
         five (5) year commitment;

                  E. Notwithstanding the above, unless sooner terminated,
         Employee's employment shall terminate and the Term of this Agreement
         shall expire upon Employee reaching the age of seventy (70) years old.
         Immediately upon reaching the age of seventy (70) years old, Employee,
         if he is then employed by the Company, shall be entitled to receive
         from the Company an amount equal to fifty percent (50%) of his last
         year's salary in each of the five (5) years first following Employee's
         seventieth (70th) birthday; provided that no amount shall be payable to
         Employee under this paragraph for any year in which Employee has not
         agreed, and has not made himself available, to provide at least ninety
         (90) days of consulting services to the Company for such year; and

                  F. Should Employee die during the Term of this Agreement or
         while there are any amounts which would otherwise be payable to
         Employee hereunder, the

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         amounts payable to Employee hereunder shall be paid instead to
         Employee's estate or designated beneficiary.

         7.       CUSTOMER RECORDS.

                  A. EMPLOYEE'S OBLIGATIONS REGARDING CUSTOMER RECORDS. Employee
         acknowledges that the list of the Company's customers or clients as it
         may exist from time to time is a valuable, special and unique asset of
         the Company's business. Employee shall not, during or after his
         employment with the Company, divulge, furnish or make accessible to
         anyone (other than in the regular course of the Company's business) any
         names, addresses or telephone numbers of those individuals who conduct
         business with the Company, unless Employee has been lawfully required,
         or permitted by the Company in writing, to do so. In addition, the
         contents of customers' files or portfolios, or any other such
         information shall be kept confidential during and after Employee's
         employment with the Company unless Employee has been lawfully required
         to disclose such information or permitted by the Company in writing to
         do so. All original records and all copies thereof of those customers
         who do business with the Company, including names, or any other such
         information, as well as all other secrets and confidential information
         of the Company shall remain the property of the Company during and
         after Employee's employment with the Company.

                  B. INJUNCTIVE RELIEF FOR BREACH. In the event of a breach or
         threatened breach by Employee of the provisions of this section, the
         Company shall be entitled to an injunction restraining Employee from
         disclosing, in whole or in part, the list of the Company's customers,
         any names, addresses or telephone numbers of those individuals who
         conduct business with the Company, or from rendering any services to
         any person, firm, partnership, joint venture, association, or other
         entity to whom such information, in whole or in part, has been
         disclosed or is threatened to be disclosed. Nothing herein shall be
         construed as prohibiting the Company from pursuing any other remedies
         available to the Company for such breach or threatened breach,
         including the recovery of damages from Employee.

         8.       CONFIDENTIAL INFORMATION.

                  A. EMPLOYEE'S OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION.
         Employee has in the past and may in the future develop, obtain or learn
         about confidential information which is the property of the Company or
         which the Company is under obligation not to disclose. Employee agrees
         to use his best efforts and appropriate diligence to guard and protect
         said information, to treat such information as confidential, and
         Employee agrees that Employee will not, during or after the period of
         his employment with the Company, use for Employee or others, or divulge
         to others any of said confidential information which Employee may
         develop, obtain or learn about during or as a result of his employment
         with the Company, unless he is authorized to do so by the Company in
         writing. Employee further agrees that if his employment is terminated,
         Employee will not take, but will leave with the Company or

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         return to the Company, all documents, records and papers and all
         matters of whatever nature which bears or may bear the Company's
         confidential information or which is related to the Company.

                  B. DEFINITION OF CONFIDENTIAL INFORMATION. For purposes of
         this Agreement, the term "confidential information" shall include but
         not be limited to the following: customer lists; product designs;
         pricing policies; marketing strategies; business contacts; business
         plans; computer software, including all rights under licenses and other
         contracts relating thereto; source code and all documents relating
         thereto; all intellectual property including without limitation all
         trademarks, trademark registrations and applications, service marks,
         copyrights, patents, trade secrets, proprietary marketing information
         and know-how; books and records including lists of customers; credit
         reports; sales records; price lists; sales literature; advertising
         material; manuals; processes; technology; designs; statistics data;
         techniques; or any information of whatever nature which gives to the
         Company an opportunity to obtain an advantage over its competitors who
         do not know or use it, but it is understood that said terms do not
         include knowledge, skills or information which is common to the trade
         or profession of Employee or which has been independently obtained by
         Employee. "Confidential information" shall not include: (i) information
         that has become publicly available or generally known other than
         through a breach of this Agreement; or (ii) information that is
         lawfully required to be disclosed.

                  C. CONTACT WITH CUSTOMERS. Upon Employee's termination of
         employment with the Company, Employee agrees that for a period of one
         (1) year from the date of termination of his employment, he shall not
         contact any of the Company's customers regarding any matters pertaining
         to the business relationships of the Company.

                  D. INJUNCTIVE RELIEF FOR BREACH. In the event of a breach or
         threatened breach by the Employee of the provisions of this section,
         the Company shall be entitled to an injunction restraining Employee
         from disclosing, in whole or in part, any confidential information, or
         from rendering any services to any person, firm, partnership, joint
         venture, association, or other entity to whom such confidential
         information, in whole or in part, has been disclosed. Nothing herein
         shall be construed as prohibiting the Company from pursuing any other
         remedies available to the Company for such breach or threatened breach,
         including the recovery of damages from Employee.

         9.       COVENANT NOT TO COMPETE.

                  A. INTERESTS TO BE PROTECTED. The parties acknowledge that
         during the course of his employment, Employee will perform essential
         services for the Company and for clients of the Company. Therefore,
         Employee will be given an opportunity to meet, work with and develop
         close working relationships with the Company's clients on a first-hand
         basis and will gain valuable insight as to the clients' operations,
         personnel and need for services. In addition, Employee will be exposed
         to, have access to, and be

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         required to work with, a considerable amount of the Company's
         confidential and proprietary information, including but not limited to:
         information concerning the Company's methods of operation, financial
         information, strategic planning, operational budget and strategies,
         payroll data, computer systems, marketing plans and strategies, merger
         and acquisition strategies, and customer lists. The parties also
         acknowledge that Employee holds a key position in the Company and that
         replacing Employee would require the Company to incur substantial
         expense. The parties recognize that should Employee compete with the
         Company in any manner whatsoever, it could seriously impair the
         goodwill and diminish the value of the Company's business. The parties
         acknowledge that the covenant not to compete contained in this section
         has an extended duration; however, they agree that this covenant is
         reasonable and necessary for the protection of the Company, its
         shareholders and employees. For these and other reasons, the parties
         agree that the following restrictive covenants are fair and reasonable
         and are freely, voluntarily and knowingly entered into. Further, each
         party has been given the opportunity to consult with independent legal
         counsel before entering into this Agreement.

                  B. RESTRICTIONS ON COMPETITION. Employee agrees that he shall
         not while he is then employed by the Company and for a period of one
         (1) year thereafter, either as principal, partner, joint venturer,
         officer, director, consultant, member, employee or otherwise, own any
         controlling interest in, manage, control, render services for, or in
         any manner engage in any business competing, with the business of the
         Company in any state of the United States or foreign country in which
         the Company is conducting business on the date of Employee's
         termination. Notwithstanding this restriction, Employee may invest in,
         own all or any portion of, manage, control, or render services for, any
         real estate project that is at least five miles from any real estate
         project owned or controlled by the Company.

                  C. JUDICIAL AMENDMENT. If the scope of any provision of this
         Agreement is found by any Court to be too broad to permit enforcement
         to its full extent, then such provision shall be enforced to the
         maximum extent permitted by law. The parties agree that the scope of
         any provision of this Agreement may be modified by a judge in any
         proceeding to enforce this Agreement, so that such provision can be
         enforced to the maximum extent permitted by law. If any provision of
         this Agreement is found to be invalid or unenforceable for any reason,
         it shall not affect the validity of the remaining provisions of this
         Agreement.

                  D. INJUNCTION; REMEDIES FOR BREACH. Since a breach of the
         provisions of this section of the Agreement may not adequately be
         remedied by money damages, the Company shall be entitled, in addition
         to any other right or remedy available to it at law or equity, to an
         injunction restraining the breach or threatened breach and to specific
         performance of any provision of this section of this Agreement, and, in
         either case, no bond or other security shall be required in connection
         therewith.

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         10. NOTICES. All notices provided for by this Agreement shall be made
in writing either (i) by actual delivery of the notice into the hands of the
parties thereunto entitled or (ii) the mailing of the notice in the United
States mail to the address, as stated below (or at such other address as may
have been designated by written notice) of the party entitled thereto, by
certified mail, return receipt requested. The notice shall be deemed to be
received on the date of its actual receipt of the party entitled thereto. All
communications shall be in writing and, if sent to the Company, shall be
delivered to:

                           Great Western Land and Recreation, Inc.
                           5115 N. Scottsdale Road, Suite 101
                           Scottsdale, Arizona  85251
                           Attention:
                           Fax:  (480) 949-6009


and, if sent to the Employee, shall be delivered to:

                           Jay N. Torok
                           7656 E. Sweetwater Avenue
                           Scottsdale, Arizona  85260
                           Fax:  (480) 443-8579

         11.      ASSIGNMENT.  This Agreement shall not be assigned without the
prior written consent of each of the parties.

         12.      MISCELLANEOUS.

                 A.       GOVERNING  LAW.  This  Agreement  shall be governed by
         and construed in accordance with the law of the State of Arizona.

                  B. WAIVER. No waiver or modification of this Agreement shall
         be valid unless in writing and duly executed by the party to be charged
         therewith. Waiver by either party hereto of any breach or default by
         the other party of any of the terms and provisions of this Agreement
         shall not operate as a waiver of any other breach or default, whether
         similar to or different from the breach or default waiver.

                  C.       SEVERABILITY.  All agreements, provisions,
         representations, warranties and covenants contained herein are
         severable, and in the event that any one or more of them shall be held
         to be invalid, illegal or unenforceable in any respect by any court of
         competent jurisdiction, the validity, legality and enforceability of
         the remaining provisions contained herein shall not in any way be
         affected thereby, and this Agreement shall be interpreted as if such
         invalid, illegal or unenforceable agreements, provisions or covenants
         were not contained herein.

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                  D.       GENDER. Whenever the context requires, the masculine
         shall include the feminine and neuter.

                  E.       ENTIRE AGREEMENT. This Agreement constitutes and
         embodies the full and complete understanding and agreement of the
         parties hereto provided, and supersedes all prior understandings or
         agreements, whether oral or in writing. Any and all agreements between
         the parties hereto, whether oral or in writing, prior to the date
         hereof shall be deemed null and void. No amendment to this Agreement
         will be valid or enforceable unless it is in writing and signed by
         Employee and the Company.

                  F.       PARTIES. This Agreement shall be binding upon and
         inure to the benefit to the parties hereto, their legal
         representatives, heirs and successors and permitted assigns, and no
         other person shall have or be construed to have any legal or equitable
         right, remedy or claim under or in respect of, or by virtue of, this
         Agreement or any provision herein contained.


                  G.       ATTORNEY'S FEES. The prevailing party in any
         litigation hereunder shall be entitled to the recovery of its
         reasonable attorneys' fees and costs from the other party.

                  H.       COUNTERPARTS. This Agreement may be executed in two
         (2) or more counterparts, each of which shall be deemed an original and
         all of which, together, shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above-written.

"COMPANY"                                           "EMPLOYEE"

GREAT WESTERN LAND AND                              JAY N. TOROK
RECREATION, INC.,


By:         /s/ William D. Szilagyi                     /s/ Jay N. Torok
      ----------------------------------            --------------------------
      William D. Szilagyi
      Senior Vice President


By:         /s/ Holly Rice
      ---------------------------------------
      Holly Rice, Assistant Secretary


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