THIS CONSULTING AGREEMENT (“ Agreement" ) is made effective as of the 24th day of October,
2007 (the “ Effective Date ”), by and between Quepasa Corporation (the “ Company ”), Valdez Productions,
Inc. (“ Valdez Productions ”) and Jeffrey Valdez (“ Mr. Valdez ” and together with Valdez Productions, the “
Consultant ” and collectively with the Company, the “ Parties ”).
WHEREAS, Mr. Valdez is a co-founder of SiTV, Inc. and, while acting as Chairman and Chief Creative
Officer for SiTV, Inc., established SiTV, Inc.’s presence in the cable television marketplace;
WHEREAS, due to Mr. Valdez’s creative expertise and invaluable vision relating to the Latino marketplace,
Mr. Valdez was recently appointed to serve as the non-executive Chairman of the Board of the Company and the
Company now desires to retain Mr. Valdez to perform non-exclusive consulting services, except as otherwise
provided herein, for the Company through Valdez Productions; and
WHEREAS, Valdez Productions, Mr. Valdez and the Company wish to enter into this Agreement to set forth
the obligations and responsibilities of each in connection with their contractual relationship.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable
consideration, the Parties hereto agree as follows:
1. NATURE OF WORK
Valdez Productions will provide the Company with the consulting services of Mr. Valdez in the areas of web
based programming content, marketing, branding of the Company and any other consulting services mutually
agreed between the Parties that is determined by the Parties to be beneficial to the Company (the “ Services ”).
The Consultant shall provide the Services on a non-exclusive basis, except in the case of consulting services for
internet programming content produced in Spanish that does not conflict with Consultant’s agreement with Maya
Entertainment (“ Special Services ”), and in such case, the Consultant s