QUEPASA CORPORATION West Palm Beach, Florida 33401 December 14, 2010

EXHIBIT 10.2

QUEPASA CORPORATION

000 Xxxxxx Xxxxxx, Xxxxx 00

West Palm Beach, Florida 33401

December 14, 2010

Dear Investors:

This is being provided to all investors in the Quepasa Corporation Private Placement.  The Securities Purchase Agreement is being amended as reflected below:

1.           Section 1(f)(i) shall be revoked and replaced with the following:

(i)  Up to 2,000,000 shares are being offered and may be sold (the “Maximum”).

2.           The following shall be added to the end of Section 8(g):

Provided, however, the Purchasers commitment and the purchase price cannot be increased without the Purchaser’s consent.

3.           The following shall be added to the end of Section 8(m):

Notwithstanding the forgoing, this Section 8(m) does not apply to any Purchaser required by SEC rules or regulations to file a Form 3, Form 4, Schedule 13D and/or Schedule 13G or any amendment(s) to any such Form or Schedule.

If you are agreeable to the preceding, please sign below.

Sincerely,

Xxxxxxx Xxxxx

Chief Financial Officer

AGREED AND ACCEPTED:

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[Print Name]

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[Sign Name]

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[Print Title, if applicable]