This MERGER AGREEMENT (the "Agreement") is made as of December 17, 1999 by and among
quepasa.com, inc., a Nevada corporation ("Quepasa"); eTrato Acquisition Inc., a Delaware corporation wholly
owned by Quepasa (the "Merger Sub"); eTrato.com, Inc., a Delaware corporation ("eTrato"); and Verde Capital
Partners, LLC, an Arizona limited liability company ("Verde"), Alphabit Media Ventures, LLC, a California
limited liability company ("Alphabit"), Designet, S.A. de C.V., a Mexico corporation, and Designet Ventures,
LLC, a California limited liability company (collectively "Designet") and Cruttenden Roth Incorporated, a
California corporation ("CRI") (together the "Shareholders" and individually each a "Shareholder").
A. Quepasa wishes to acquire all of the outstanding capital stock of eTrato 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 eTrato.
D. The parties have determined that it is in their respective best interests to merge eTrato 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, the Merger Sub and eTrato 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, eTrato shall be merged with and into Merger