AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of March 9, 2000 by and among
quepasa.com, inc., a Nevada corporation ("quepasa"); credito.com, inc., a Delaware corporation wholly-owned
by quepasa ("Credito"), realestateespanol.com, Inc., a Delaware corporation wholly-owned by quepasa
("Merger Sub"); Century Finance USA, Inc., a California corporation d/b/a RealEstateEspanol.com, Inc.
("Century"); and Gary Acosta and John Beneventi (together the "Shareholders" and individually each a
A. Quepasa wishes to acquire all of the outstanding capital stock of Century from the Shareholders.
B. The parties desire the transaction to be structured in a manner that will qualify as a tax-free reorganization
under Sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code").
C. Quepasa has caused the formation of Merger Sub for the purpose of accomplishing a tax-free triangular
merger with Century.
D. The parties have determined that it is in their respective best interests to merge Century with and into Merger
Sub (the "Merger") and to undertake such other actions described herein, all on the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
In connection with the Merger, the respective boards of directors of quepasa, Merger Sub and Century have, by
resolutions duly adopted, approved the following provisions of this Article 1 as the plan of merger required by the
applicable provisions of the Delaware General Corporation Law ("Delaware Law"):
1.1 The Merger. At the Effective Time (as defined in Section 1.3), in accordance with this Agreement and
Delaware Law, Century shall be merged with and into Merger Sub, the separate existence of Century (except as
such existence may be continued by operation of law) shall cease, and Merger Sub shall continue as the surviving
corporation under the cor