AMENDED VOTING TRUST AGREEMENT

VOTING TRUST AGREEMENT







VOTING TRUST AGREEMENT (this "Agreement"), dated as of June 22, 1999, by and between JEFFREY PETERSON and MICHAEL HUBERT (collectively, the "Shareholders" and each, a "Shareholder") and L. WILLIAM SEIDMAN and GARY TRUJILLO (collectively the "Initial Trustees").





WHEREAS, the Shareholders are the record and beneficial owners and holders of the number of shares of issued and outstanding common stock (the "Common Stock") of quepasa.com, inc. (the "Corporation"), a Nevada corporation, set forth on the signature pages to this Agreement (the "Shares"); and





WHEREAS, in order to promote their mutual interests, the interest of the Corporation and the allocation of control therein, the Shareholders and the Initial Trustees, together with any Additional Trustees (as defined in Section 4.1 and collectively with the Initial Trustees, the "Voting Trustee"), desire to enter into this Agreement upon the terms and conditions set forth herein.





NOW, THEREFORE, in consideration of the above and the mutual covenants and promises hereinafter set forth, the parties hereto hereby agree as follows:





1. Transfer of Shares to the Voting Trustee. Each Shareholder shall, promptly following the execution of this Agreement, transfer and deliver to the Voting Trustee certificates representing the number of Shares now owned or hereafter acquired by each Shareholder. All such stock certificates shall be made out or endorsed in the name of the Voting Trustee, or accompanied by such instruments of transfer as to enable the Voting Trustee to cause such certificates to be transferred into its name. The certificates representing the Shares transferred and delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Corporation and canceled, and a new certificate therefor shall be issued to and held by the Voting Trustee in the name of "Voting Trustee under the Voting Trust Agreement dated as of June 22, 1999." On receipt by the Voting Trustee of the certificates representing the Shares and the transfer of the same into the name of the Voting Trustee, the Voting Trustee shall hold the same subject to the terms of this Agreement.





2. Voting Trust Certificates.



2.1 Issuance of Certificates to the Shareholders. Upon the receipt by the Voting Trustee of the certificates representing the Shares owned by the Shareholders, the Voting Trustee shall issue and deliver to the Shareholders voting trust certificates (the "Voting Trust Certificates") in substantially the form of Exhibit A attached hereto, representing the Shares held by the Voting Trustee for the benefit of the Shareholders.



2.2 Lost Voting Trust Certificates. If any Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Voting Trustee, in its discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Voting Trustee; (b) indemnity









satisfactory to the Voting Trustee; (c) the existing certificate, if mutilated; and (d) reasonable fees and expenses in connection with the issuance of a new trust certificate.



3. Rights and Duties of the Voting Trustee.





3.1 Right and Obligation to Vote the Shares. During the term of this Agreement the Voting Trustee shall, in respect of any and all of the Shares held by him hereunder, possess and be entitled to exercise the right to vote thereon for every purpose, in person or by his nominees or proxies, to waive the Shareholder's privilege in respect thereof, and to consent to any lawful corporate act of the Corporation, as though absolute owner of said Shares, it being expressly agreed that no voting right shall pass to others by or under said Voting Trust Certificate, or by or under this Agreement, or by or under any other agreement, express or implied. Each time that a vote of the holders of Common Stock is taken, the Voting Trustee shall be obligated to vote all of the Shares held by him hereunder and shall vote such shares in the same proportion as the shares of Common Stock that are voted in such vote and are held by persons that are not officers, directors or holders of 10% or more of the Common Stock. All decisions and actions of the Voting Trustee hereunder shall require the joint approval of each person constituting the Voting Trustee. Any reference herein to the "Voting Trustee" (including any pronoun reference such as him, his or he where the subject is the Voting Trustee) shall mean each person constituting the Voting Trustee.







3.2 Standard of Conduct. In voting the Shares held by him hereunder either in person or by his nominees or proxies, subject to the voting obligation set forth in Section 3.1, the Voting Trustee shall exercise reasonable judgment and shall take such part in, or take such action with respect to, the management of the Corporation's affairs, as he may deem necessary or advisable. In voting upon any matters that may come before him at any shareholder's meeting, or by consent to action without a meeting, subject to the voting obligation set forth in Section 3.1, the Voting Trustee shall exercise like judgment, but he shall not be held liable for any mistake in judgment or for any action taken or not taken with respect to which he acted in good faith and which does not amount to willful misconduct on his part.





3.3 Compensation and Reimbursement. The Voting Trustee shall serve without compensation. The Voting Trustee shall have the right to incur and pay such reasonable expenses and charges, and to employ and pay such agents, attorneys, and counsel, as he may deem necessary and proper in connection with or arising out of the discharge of his duties under this Agreement. Any such expenses or charges incurred by the Voting Trustee shall be promptly reimbursed by the Shareholders (pro rata based upon stock ownership) upon notice.





3.4 Conflicts of Interest. Nothing herein contained shall disqualify the Voting Trustee or incapacitate him from serving as an officer, director, employee, consultant or contractor of or to the Corporation or of any Shareholder, or of any affiliate or associate of either, and in any such capacity receiving compensation. The Voting Trustee may be a shareholder of the Corporation and a registered holder of one or more Voting Trust Certificates. The Voting Trustee may be financially interested in any matter or transaction to which the Corporation, either Shareholder, or any affiliate or associate of either, may be a party, and may contract with or be financially interested









in any such person as fully and freely as though the Voting Trustee were not the Voting Trustee hereunder. Moreover, the Voting Trustee shall not incur any liability of any nature whatsoever to the Shareholders in the event the Voting Trustee should vote the Shares in a manner or with an effect advantageous to the Voting Trustee regarding any relationship the Voting Trustee may have with the Corporation, including that of creditor.







4. Additional Trustees; Term of Agreement and Procedure for Termination.







4.1 Additional Trustees. The Voting Trustee may include additional persons (each, an "Additional Trustee") selected by the then current persons constituting the Voting Trustee acting unanimously, or by the Corporation, provided that such additional persons become party to this Agreement by signing the signature page hereof. The persons constituting the Voting Trustee from time to time and the Corporation shall take all action necessary, including the appointment of one or more Additional Trustees, to ensure that the Voting Trustee at all times consists of at least one individual.







4.2 Term. This Agreement shall continue in full force and effect for a period of five years from and after the date first set forth above; provided, however, that this Agreement shall sooner terminate upon the occurrence of any of the following events:







(i) The dissolution, winding-up or total or partial

liquidation of the Corporation, whether voluntary or

involuntary;







(ii) The merger of the Corporation into or the

consolidation of the Corporation with another corporation, or

the transfer of all or substant ...