Internet Endorsement Agreement - QUEPASA CORP - 9-20-2001 by QPSA-Agreements

VIEWS: 96 PAGES: 23

									EXHIBIT 10.13 REALESTATEESPANOL.COM INTERNET ENDORSEMENT AGREEMENT This Internet Endorsement Agreement (hereinafter "Agreement") is entered into as of December 1, 1999, by and between Century Finance USA, Inc., a California corporation, d.b.a. RealEstateEspanol.com, with its principal place of business at 1650 Hotel Circle North, Suite 215, San Diego, California 92108 ("REE"), and the National Association of Hispanic Real Estate Professionals, a California non-profit corporation, with its principal place of business at 1650 Hotel Circle North, Suite 215-A, San Diego, California 92108 ("NAHREP"). WHEREAS, REE has developed an Internet website, currently located at HTTP://WWW.REALESTATEESPANOL.COM (the "Site"), which offers users the ability to (1) search for property listings and real estate agents and (2) apply for mortgage loans from companies who offer their products and services through REE for various consumer products, including, but not limited to, the sale of real property, first mortgage loans and lines, and such other products and services as such companies may offer periodically through REE (collectively, the "Products"); WHEREAS, NAHREP desires to grant to REE NAHREP's endorsement of RealEstateEspanol and the Site on an exclusive basis, subject to the terms of this Agreement. NOW, THEREFORE, for and in consideration of their mutual promises, benefits, and agreements herein contained and other valuable consideration, the parties hereto agree as follows: I.

REALESTATEESPANOL SITE OPERATION 1.1 SITE OPERATION AND OTHER REE OBLIGATIONS. Throughout the Term, REE will use reasonable efforts to operate the Site or cause the Site to be operated in the following manner: (a) INFORMATION POSTINGS. The site will make available to users, via the Internet, general information relating to the purchase and sale of residential property including but not limited to, property listings, real estate agent data, real estate agent networking and applications for mortgage loan products. (b) BILINGUAL PAGE VIEWS. The Site shall include page views in both Spanish and English. (c) EDUCATIONAL TOOLS. The Site will offer educational and analytical tools to assist users in the home buying and mortgage process. (d) ADVERTISING, MARKETING AND PROMOTION. REE may, at its option, from time to time, enter into agreements with other Internet sites to market or co-brand the REE Site ("Cooperative Agreements"). Cooperative Agreements shall not be subject to the prior review or approval of NAHREP, so long as the websites created and/or operated that are the subject of the Cooperative Agreements are not in competition with or detrimental to either the REE Site or the NAHREP Site. REE does not guarantee receipt or transmission of a minimum number of user "hits". (e) TRANSMISSION OF DATA. REE will maintain the accessibility of the Site and the transmission of electronic data. (f) DISPLAY OF LINKS TO NAHREP. The Site will include one or more hyperlinks to the NAHREP Site (WWW.NAHREP.ORG) via text and/or graphics. A hyperlink will be placed in a prominent location within the Site, acceptable to NAHREP.

(g) SERVICE TO NAHREP MEMBERS. REE shall, at no charge to NAHREP members ("Members"), post information on the Site about Members' products and businesses, for those Members who elect to have such -1-

information posted on the Site, all in accordance with REE's Member information posting policies (which policies shall be established and amended from time to time in REE's sole discretion). 1.2 USER INFORMATION. REE will maintain a database of user information with regard to the use of the Site. REE shall retain ownership of all such data, but may share data, where permitted by law, with NAHREP so as to further marketing and economic studies of the users and members. NAHREP shall maintain all such data in confidence and shall not, directly or indirectly, exploit such data for commercial gain or share such data with any third party. II.

NAHREP'S OBLIGATIONS AND ENDORSEMENT 2.1 ENDORSEMENT. NAHREP hereby grants to REE, on the terms and conditions set forth in this Agreement, NAHREP's public endorsement of the Site. The Site shall bear NAHREP's exclusive endorsement as an official website of NAHREP throughout the Term, NAHREP may continue to operate the NAHREP Site, but, with the exception of the NAHREP Site, shall not endorse any other Spanish language real estate oriented website or permit any such website to be referred to as the official website of NAHREP. 2.2 NAHREP'S SERVICES. NAHREP shall, from time to time and at the request of REE, provide consultation in the development of new services and products offered through the Site. NAHREP will provide its data, lists, names and addresses of members, studies, and other reports, to REE. Such information shall be deemed NAHREP Proprietary Material as defined in Section 4.2. 2.3 REGISTRATION/LINKS. NAHREP will assist REE from time to time in devising and/or upgrading the Site's links to WWW.NAHREP.ORG. III. CONSIDERATION In consideration for NAHREP's exclusive endorsement of the Site, REE shall pay NAHREP an annual fee (or contribution) of Fifty Thousand Dollars ($50,000.00) payable on or before June 30 of each full calendar year during the Term. IV.

TRADEMARKS 4.1 TRADEMARKS AND INTELLECTUAL PROPERTY OF REE. REE hereby grants to NAHREP the nonexclusive right during the Term to use (i.e., to copy, transmit, distribute, display and perform both privately and publicly) REE trademarks (including but not limited to RealEstateEspanol and RealEstateEspanol.com) and logos (the "REE Marks") and other intellectual property and related textual and graphic material that may be provided by REE to NAHREP for the sole and express purpose of inclusion on the NAHREP Site from time to time (collectively, with the REE Marks the "REE Proprietary Materials"). REE also authorizes NAHREP to refer in NAHREP's advertising and promotion to the Site as endorsed by NAHREP. All use of REE Proprietary Materials hereunder shall inure to the benefit of REE and shall not create any rights, title or interest in them for NAHREP. Notwithstanding the foregoing, any use by NAHREP of the REE Proprietary Materials in any advertisements, promotional materials and on its website shall be subject to REE's prior, written approval. NAHREP shall submit all such advertising, marketing and promotional materials using REE Proprietary Materials to REE for its approval at least ten (10) business days prior to publication or distribution of such materials. If REE does not respond at least five (5) business days from the date of receipt of such proposed materials, REE will be deemed to have approved. No other use of the REE Marks, other REE Proprietary Materials or marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by NAHREP for any purpose without the prior written approval of REE. As between REE and NAHREP, REE owns and shall continue to own, exclusively, all right, title and interest (including, without limitation, all rights provided under the law of copyright and trademark) in and to the REE Marks and other REE Proprietary

Materials, together with all related intellectual property including the technical knowledge related to the development of the common links with NAHREP (not -2-

including security protocols and software provided by NAHREP or others), software and hardware used to implement the system, including the Site and the databases, the underlying system's design and function, and all other elements of the Site which are the work product of REE employees or which were created for REE by any outside contractor for use on the Site, subject to the permissions granted in this Agreement. NAHREP recognizes the proprietary nature of REE's intellectual property, including, but not limited to, the items enumerated above. 4.2 TRADEMARKS AND INTELLECTUAL PROPERTY OF NAHREP. NAHREP hereby grants to REE the nonexclusive right during the Term to use (i.e., to copy, transmit, distribute, display and perform, both privately and publicly) NAHREP trademarks and logos (the "NAHREP Marks") and other intellectual property and other related textual and graphic material that are provided by NAHREP to REE (including, but without limitation, the information provided by NAHREP pursuant to Section 4.2 above) (collectively, the "NAHREP Proprietary Materials") for the sole and express purpose of inclusion on the Site and/or related advertising, marketing and promotion. NAHREP also authorizes REE to include the NAHREP Marks and to refer in REE's advertising and promotion to the Site as endorsed by NAHREP and as an official NAHREP website. All use of NAHREP Marks or other Proprietary Materials hereunder shall inure to the benefit of NAHREP and shall not create any rights, title or interest in them for REE. No other use of the NAHREP Marks or other NAHREP Proprietary Materials or other designations confusingly similar to any of the foregoing may be made by REE for any purpose without the prior written approval of NAHREP. As between NAHREP and REE, NAHREP owns, and shall continue to own, exclusively, all right, title and interest (including, without limitation, all rights provided under the law of copyright and trademark) in and to the NAHREP Marks and other NAHREP Proprietary Materials. V.

CONFIDENTIALITY 5.1 CONFIDENTIAL INFORMATION. Each party (the "Receiving Party") acknowledges that by reason of its relationship with the other party (the "Disclosing Party") hereunder, the Receiving Party might have access to certain information and materials concerning the Disclosing Party's membership, operations, business, its financial, business and technical plans and strategies, inventions, new products or services and technology ("Confidential Information"). The terms and conditions set forth in this Agreement shall be Confidential Information. The Receiving Party acknowledges and agrees that the Disclosing Party's Confidential Information is of substantial value to the Disclosing Party, which value would be harmed if such Confidential Information were disclosed to third parties. The Receiving Party agrees that it shall not use (except in the performance of its obligations under this Agreement) in any way for its own account or any account of any third party, nor disclose to any third party, such Confidential Information. The Receiving Party may disclose the Disclosing Party's Confidential Information to its employees and contractors who need to know such Confidential Information, provided such employees and contractors have signed confidentiality agreements with terms no less restrictive than the terms in this Agreement. The Receiving Party shall not publish in any form the Disclosing Party's Confidential Information, except to the extent permitted by this Agreement. The obligations in this section shall survive the termination of this Agreement. 5.2 EXCLUSIONS. Confidential Information does not include any information that the Receiving Party can demonstrate by written records: (a) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (b) was independently developed by the Receiving Party; (c) is or becomes publicly known through no wrongful act of the Receiving Party; (d) has been rightfully received from a third party whom the Receiving Party has reasonable grounds to believe is authorized to make such disclosure without restriction; or (e) has been approved for public release by the Disclosing Party's prior written authorization. Confidential Information may be disclosed pursuant to applicable law, regulations or court order, provided that the Receiving Party provides prompt advance notice thereof to enable the Disclosing Party to seek a protective

order -3-

or otherwise prevent such disclosure. In addition, REE and NAHREP may disclose the existence and terms of this Agreement in connection with a potential acquisition of substantially all of the stock or assets of REE or NAHREP or a private or public offering of REE's securities or NAHREP's securities. VI.

LIABILITY AND INDEMNIFICATION 6.1 LIMITATION OF LIABILITY. REE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SITE, EVEN IF REE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, REE'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL FEES PAID, OR PAYABLE, TO NAHREP UNDER THIS AGREEMENT. 6.2 DISCLAIMERS. REE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE OR ANY PRODUCTS OR SERVICES MARKETED THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, REE MAKES NO REPRESENTATION THAT THE OPERATION OF THE REE SITE WILL BE CONTINUOUS OR ERROR-FREE, AND REE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 6.3 DUTY OF INDEMNIFICATION. Subject to the terms of this Agreement, each party (the "Indemnifying Party") agrees to defend, indemnify and save the other party and its officers, directors, employees and agents (collectively, the "Indemnified Party") harmless from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses suffered, sustained or required to be paid by the Indemnified Party as a result of any infringement of any third party intellectual property rights caused by the use of the Indemnifying Party's marks or other Proprietary Materials in accordance with the terms of this Agreement. 6.4 SURVIVAL OF INDEMNIFICATIONS. The Indemnification obligations set forth in Section 6.3 above will survive the expiration or termination of this Agreement by either party for any reason. 6.5 NOTICE OF CLAIMS. Each party shall promptly notify the other in writing of any and all litigation and claims known to such party made against it or the other party in connection with this Agreement. Each party shall cooperate with the other in the defense or handling of any claim, action or investigation relating to the subject matter of this Agreement, provided that such cooperation shall not be deemed an acceptance of responsibility therefor, except as provided below. Any request for indemnification under this paragraph shall be in writing and shall state with particularity the specific facts supporting the request for indemnification and a good faith estimate of the amount of the indemnification requested. In the event responsibility for a request for indemnification hereunder is unconditionally accepted in writing, the party accepting such responsibility may, at its option, elect to take up the defense or handling of any pending claim, action or investigation and, in such event, the party requesting indemnification shall promptly relinquish control of such defense to the accepting party. Unless and until a request for indemnification hereunder is unconditionally accepted, the requesting party may retain control of the defense or handling of the claim, action or investigation. The failure of a party to accept a request for indemnification under this paragraph shall not be binding upon the requesting party and such party's retention of the control of the defense or handling of the claim, action or investigation shall not prejudice its right to seek enforcement of this paragraph in court. VII. TERM AND TERMINATION 7.1 INITIAL TERM. The initial term of this Agreement (the "Initial Term") is ten (10) years from December 31, 1999, which is the date REE expects to begin to transmit data via the Internet on behalf of NAHREP members, users, and the general public (the "Commencement Date").

-4-

7.2 SUBSEQUENT TERMS. Following expiration of the Initial Term, this Agreement shall continue in effect until either party terminates it as provided below. The Initial Term and any subsequent terms are referred to herein as the "Term". 7.3 TERMINATION. (a) TERMINATION FOR CAUSE. Either party shall have the right to terminate this Agreement upon a material breach of this Agreement by the other party which is not cured within six (6) calendar days after written notice thereof. This right of termination shall be in lieu of any other right or remedy (other than the indemnification rights set forth in Section 6.3). (b) TERMINATION FOR CONVENIENCE. After the Initial Term, either party may terminate this Agreement without cause and for its convenience by giving one hundred twenty (120) days prior written notice to the other party. (c) TERMINATION FOR INSOLVENCY. If either party abandons or ceases its business or the activities required of it under this Agreement or abandons or forfeits the legal right to transact business either voluntarily or involuntarily, the other party may immediately terminate this Agreement by written notice to the other party. (d) EFFECTS OF TERMINATION. Upon termination or expiration of this Agreement for any reason: (i) REE shall immediately sever the links between the REE Site and the NAHREP Site; and (ii) each party shall immediately return to the other party all Proprietary Materials. Effective upon the termination of this Agreement, each party shall cease to use all Marks and Proprietary Materials of the other party. Effective upon the termination of this Agreement, each party shall cease to use all Marks and Proprietary Materials of the other party. VIII. MISCELLANEOUS 8.1 NOTICES. Any written notice required, or permitted, to be given to the parties hereunder shall be addressed to the parties at the addresses first set forth above. All written notices shall be delivered in personal or shall be sent by registered or certified mail, return receipt requested, and shall be deemed effective, three (3) days after the same is mailed as provided above with postage prepaid. Notice sent by any other method shall be effective only upon actual receipt. 8.2 ASSIGNMENT. This Agreement shall not be assignable in whole or in part by REE or NAHREP without the other party's prior written consent, and any attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. A change in control of either party, by merger or sale of stock or assets, shall not be deemed to be an assignment under this Agreement. 8.3 WAIVER. No term or provision hereof shall be deemed waived, and no variation of terms or provisions hereof shall be deemed consented to, unless such waiver or consent shall be in writing and signed by the party against whom such waiver or consent is sought to be enforced. Any delay, waiver or omission by REE or NAHREP to exercise any right or power arising from any breach or default of the other party in any of the terms, provisions or covenants of this Agreement shall not be construed to be a waiver by REE or NAHREP of any subsequent breach or default of the same or other terms, provisions or covenants on the part of either party. 8.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, except where expressly noted herein, and all prior negotiations, agreements and understandings, whether oral or written, including, without limitation, that certain Internet Services Agreement between the parties, dated September 1, 1999, are superseded or canceled hereby. -5-

8.5 MODIFICATION. This Agreement may not be amended or modified except in a written document signed by both parties. 8.6 SEVERABILITY. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, this Agreement shall be construed as if not containing that provision, and the rest of the Agreement shall remain in full force and effect, and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 8.7 INDEPENDENT CONTRACTOR. REE, in performance of this Agreement, is acting as an independent contractor, is not the partner, joint venture partner or agent of NAHREP and has no authority to act on behalf of NAHREP except as provided in this Agreement. The parties shall each be responsible for payment of their respective taxes and assessments incurred in connection with performance of this Agreement. 8.8 FORCE MAJEURE. Neither party shall be held responsible for damages caused by any delay or default due to any contingency beyond its control preventing or interfering with performance hereunder. 8.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 8.10 SALE, MERGER, ACQUISITION. This Agreement shall remain in full force and effect upon change in control of either party by merger or sale of stock, IPO, or outright sale; provided, however, that if the new controlling party is the National Association of Realtors, or any organization which is controlled, directly or indirectly, whether by contract or otherwise, by the National Association of Realtors, NAHREP will have the right to terminate this Agreement by written notice within thirty (30) days following receipt of notice of such change in control. 8.11 GOVERNING LAW AND VENUE. This Agreement shall be construed and performance thereof shall be determined according to the laws of the State of California. Should a dispute arise under this contract, the parties agree that jurisdiction over and venue of any suit arising out of or related to this Agreement shall be exclusively in the state and/or federal courts of San Diego, California. 8.12 ATTORNEYS' FEES. The prevailing party in any proceeding under this Agreement shall be entitled to recover from the other party its attorneys' fees and costs incurred for such proceeding. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be signed, sealed and delivered by its duly authorized officer as of the date first written above. Century Finance USA, Inc., d.b.a. RealEstateEspanol.com
By: /s/ Gary Acosta ------------------------------Gary Acosta, President

By: /s/ John D. Beneventi ------------------------------John D. Beneventi, Vice President

National Association of Hispanic Real Estate Professionals
By: /s/ Ruben Garcia ------------------------------Ruben Garcia, President and Chief Executive Officer

-6-

EXHIBIT 10.14 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into the third day of October, 2000 by and among the National Association of Hispanic Real Estate Professionals ("NAHREP"), Real Estate Espanol ("REE"), National Council of La Raza ("NCLR") and Freddie Mac. This MOU sets forth the understanding and arrangements among the parties to assist in bringing the benefits of technology to mortgage origination for low- and moderate-income Hispanic and Latino borrowers ("Hispanic Community Technology Initiative"). I. PURPOSE The purpose of the Hispanic Community Technology Initiative is to aid and improve prospective homebuyers in overcoming barriers to homeownership and improving their access to mortgage credit by bringing the benefits of technology to homeownership counseling and the origination of mortgages for low- and moderate-income Hispanic and Latino borrowers. II. PROGRAM GOALS The goals of the Hispanic Community Technology Initiative are as follows: o Provide increased homeownership opportunities and access to mortgage financing for creditworthy, low- and moderate-income Hispanic and Latino homebuyers in targeted communities by delivering a new technology platform, along with computers, to NCLR and NCLR affiliates o Conduct outreach and marketing activities that result in Hispanic and Latino potential borrowers in the targeted communities seeking out and receiving homeownership counseling from NCLR affiliates at the point in time when counseling may have the greatest impact o Educate potential homebuyers about the homebuying process, including money management, shopping for lenders, realtors and loan products that are affordable, and prepare potential homeowners for homeownership and home maintenance o Develop capacity at NCLR and NCLR affiliates to use technology to serve a greater number of Hispanic and Latino potential borrowers III. RESPONSIBILITIES OF THE PARTIES A. NCLR AND NCLR AFFILIATES o Ensure that Freddie Mac technology tools and lending customers (as identified by Freddie Mac) and other technology tools NCLR deems appropriate will reside on the web-based technology platform developed under this effort o Ensure that the web-based technology tool and customer transaction system developed under this effort will be used in accordance with Freddie Mac/NCLR/NAHREP/REE's initial specifications unless otherwise agreed to in writing by all parties o Develop outreach and marketing campaigns to encourage Hispanic and Latino potential borrowers to enroll in homeownership education and counseling programs at the point in time when housing counseling can provide the most assistance to borrowers -1-

o Counsel potential homebuyers about the homebuying process utilizing materials and technology tools developed through the partnership o Develop lending initiatives with Freddie Mac's Community Development Lending Department in targeted communities (through NCLR affiliates) to expand homeownership opportunities for Hispanic/Latino families o Dedicate four NCLR staff persons (part-time) to serve as a resource to participating NCLR affiliates and manage the Hispanic Community Technology Initiative on behalf of Freddie Mac o Provide a semi-annual update/report to Freddie Mac on status of the Hispanic Community Technology Initiative B. NAHREP o Provide $250,000 over two years as follows: $100,000 in 2000 and $150,000 in the first quarter of 2001, to REE to sponsor REE's participation in the Hispanic Community Technology Initiative o Develop materials and conduct training sessions to educate NAHREP members on reaching potential homebuyers in the targeted communities and informing the potential homebuyers about homeownership opportunities through the Hispanic Community Technology Initiative o Develop educational materials for potential homebuyers that NAHREP members will distribute o Assist Freddie Mac in promoting Freddie Mac technology tools (and other technology tools deemed appropriate by NAHREP) to NAHREP members o Support Freddie Mac in the development of a business plan to rollout Freddie Mac technology tools to Hispanic/Latino mortgage and real estate professionals by conducting focus groups and surveys of NAHREP members o Provide direct support for the translation/review of Freddie Mac technology tools in Spanish consistent with Freddie Mac business plan o No later than 60 days after the execution of the MOU and annually thereafter, provide Freddie Mac with a specific work plan on how NAHREP intends to use the Freddie Mac grant; the plan must be reviewed and approved by Freddie Mac annually prior to the release of funds C. REE o Provide 200 computers as a donation and without charge ("Computers") to NAHREP, which shall distribute all the Computers to NCLR and NCLR affiliates as agreed to by all parties o Host Freddie Mac technology tools on REE website o Develop a web-based technology tool that will be distributed to NCLR and NCLR affiliates -2-

- provide a customer/transaction management system for, among other things, customer intake, conversation logging, credit reporting, income and debt management and a platform for realtor/lender status information - create access to loan programs (including Freddie Mac mortgage offerings) by providing the capability to link institutions' underwriting requirements and special loan programs - be used to educate potential homebuyers and real estate and lending professionals - recognize Freddie Mac for the sponsorship of the platform's development o Provide semi-annually updates to Freddie Mac on the development of web-based technology tool, including the amount of funds expended for such development as of the date of the update o Develop and pilot the technology tool to the satisfaction of all parties prior to full implementation of the technology tool o Pay all costs for developing the tool in excess of $250,000 D. FREDDIE MAC o Provide $250,000 over two years to NAHREP as follows: $100,000 in 2000 and $150,00 in the first quarter of 2001, for REE to use toward the cost of development of the above web-based technology o Provide $675,000 to NCLR over three years as follows: $250,000 in 2000, $225,000 in 2001, and $200,000 in 2002, for NCLR to develop the technical expertise to become an e-commerce mortgage provider and to manage the overall Hispanic Community Technology Initiative on behalf of Freddie Mac, or at NCLR's discretion, and after consultation with Freddie Mac, use $100,000 of the funds provided to NCLR under this paragraph, to develop the technology to support an e-commerce mortgage operation or to provide general support to NCLR o Provide $650,000 to NCLR over three years as follows: $160,000 in 2000, $240,000 in 2001 and $250,000 in 2002, for NCLR to provide to its affiliates for the development of outreach marketing campaigns that encourage Hispanic and Latino potential borrowers to enroll in homeownership education and counseling programs o Provide up to $100,000 per year for three years to NAHREP beginning in the year 2000 for - NAHREP's development of both educational materials for NAHREP members and potential homebuyers and training programs for NAHREP members - Support of Freddie Mac's technology and business plans (including translation support) to reach more Hispanic mortgage professionals o Review for approval the annual work plans submitted to Freddie Mac by NCLR IV. PUBLICITY/PROMOTIONAL MATERIALS Each party shall review and approve any public announcement of the Hispanic Community Technology Initiative. Thereafter, if any party issues any public statements, press releases, or other publicity or collateral promotional -3-

materials regarding this Hispanic Community Technology Initiative, and Freddie Mac's name is to be used in such communication, Freddie Mac shall have the right to review and approve the communication prior to its issuance. Requests for such approval shall be directed to Freddie Mac's Vice President-Corporate Communications. NCLR, NAHREP and REE will be responsible for developing collateral promotional materials where appropriate. Additionally, each party will work together to announce and promote the Hispanic Community Technology Initiatives, as well as any efforts that result from the Initiative, at the national and local level. If Freddie Mac issues any public statements, press releases, or other publicity or collateral promotional materials regarding this Hispanic Community Technology Initiative and another party's name is to be used in such communication, such other party shall have the right to review and approve the communication prior to its issuance. V. LEGAL RELATIONSHIP OF THE PARTIES The relationship among NAHREP, REE, NCLR and Freddie Mac under this Memorandum of Understanding is not that of partners or joint venturers and nothing in this Agreement shall be deemed to constitute or create an association, partnership or joint venture among them or any agency or employer-employee relationship. Neither party is granted, nor shall it represent that it has been granted, any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party, or to bind another party in any manner. VI. TERMINATION OF THE HISPANIC COMMUNITY TECHNOLOGY INITIATIVE After the completion of year one of the Hispanic Community Technology Initiative, each party reserves the right to reassess its participation in this Hispanic Community Technology Initiative and may terminate its participation provided that such party gives all other parties 30 days notice in writing. The termination will eliminate any and all financial and program obligations for all parties involved. -4-

EXHIBIT 10.15 AGREEMENT This Agreement (the "AGREEMENT") is entered into as of October 4, 2000 by and between realestateespanol.com, Inc., a Delaware corporation ("REE"), and the National Association of Hispanic Real Estate Professionals ("NAHREP"). RECITALS A. REE has developed an Internet website, currently located on the Internet at www.realestateespanol.com, which enables customers to search for property listings and real estate agents, and to apply for mortgage loans from companies offering their products and services through REE (the "REE SITE"). In addition, REE offers the same or similar products on corporate Internet sites and co-branded sites, including but not limited to Web portals, which it will develop from time to time with the cooperation and agreement of various business enterprises. B. NAHREP is a non-profit trade association representing the interests of Hispanic real estate professionals. C. NAHREP desires to provide its members with access to Freddie Mac's Loan Prospector (the "LOAN PROSPECTOR CONTENT") service via the REE Site as part of an effort to bring the benefits of technology to mortgage origination for low- and moderate-income Hispanic and Latino borrowers ("Hispanic Community Technology Initiative"). D. To implement the Hispanic Community Technology Initiative, REE and NAHREP have entered into a Memorandum of Understanding (the "MOU") with the National Council of La Raza ("NCLR") and Freddie Mac. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. REE OBLIGATIONS. 1.1. REE will host, control and maintain the REE Site and shall host the Freddie Mac technology tools necessary to sponsor the Loan Prospector Content on the REE Site. All content on the REE Site other than the Loan Prospector Content shall constitute the "REE CONTENT." 1.2. Within 15 days after signing the MOU and receiving $100,000 from NAHREP, this Agreement and receiving payment from NAHREP as provided in Section 2(a), REE will donate 200 computers (the "COMPUTERS") without charge to NAHREP, which shall distribute all the Computers to NCLR and NCLR affiliates as agreed to by REE, NAHREP, NCLR and Freddie Mac. 1.3. REE will develop a web-based technology tool (the "WEB TOOL") that will be distributed to NCLR and NCLR affiliates. 1.4. REE will develop and pilot the Web Tool to the commercially reasonable satisfaction of REE, NAHREP, Freddie Mac and NCLR prior to full implementation of the Web Tool.

2. NAHREP OBLIGATIONS. In return for its sponsorship of the Web Tool on the REE Site, NAHREP will pay REE (a) $100,000 within five days of signing the MOU or (2) within five days of the payment of any sum of money received from Freddie Mac to NAHREP for the purpose of funding all requirements of the terms of the MOU, whichever is later, and (b) $150,000 either (i) on or before January 31, 2001, or (ii) within five days of the payment of any sum of money received from Feddie Mac to NAHREP for the purpose of funding all requirements of the terms of the MOU, whichever is later. 3. TERM; TERMINATION. 3.1. TERM. The term of this Agreement will coincide with the term of the MOU. 3.2. SURVIVAL. Notwithstanding the foregoing, the provisions of Section 4 shall survive any termination, cancellation or expiration of this Agreement. 4. TRADEMARK AND CONTENT OWNERSHIP. REE will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to NAHREP hereunder. Any use of any such trademarks by NAHREP shall inure to the benefit of REE and NAHREP shall take no action that is inconsistent with REE's ownership thereof. REE will retain all right, title, and interest in and to the REE Site and the REE Content worldwide (including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein). 5. LIABILITY. 5.1. NAHREP understands that REE is not liable for and makes no warranty that the REE Site will be free from interruption, secure, or error free, or accurate or reliable with respect to the content provided on the REE Site. REE is not responsible for any user's inability to access the REE Site for any reason. In no event shall REE's liability under this Agreement exceed $100. 5.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REE AND ITS AFFILIATES AND SUPPLIERS AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES ARE NOT RESPONSIBLE OR LIABLE TO NAHREP OR THIRD PARTIES FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THIS AGREEMENT, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF REE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS ON LIABILITY CONTAINED IN THIS AGREEMENT SURVIVE THE TERMINATION OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MAXIMUM LIABILITY OF REE TO THE CUSTOMER FOR WHATEVER REASON IS LIMITED TO US $100 AND NO MORE. THE REMEDY THAT IS PROVIDED IN THIS SECTION IS EXCLUSIVE. 6. NAHREP'S BUSINESS. NAHREP represents and warrants that its services, products, materials, data, and equipment do not, as of the date of this Agreement, and shall not during the term of this agreement, in any way violate any applicable law or regulation. 7. DEFAULT. Upon a Default (as hereafter defined) by either party to this Agreement, without prejudice to its rights and remedies at law and in equity, the non-defaulting party shall have no further obligations or liability under this Agreement. A Default is (i) a breach of this Agreement by a party that is not remedied within ten business days after receiving written notice from the other party setting forth the specific default or (ii) the filing of a voluntary petition in bankruptcy, the consent to the filing of a 2

bankruptcy petition, the filing of a petition by or against a party under the Federal Bankruptcy Code, any assignment for the benefit of creditors, application for, or consent to, the appointment of any receiver, trustee or custodian or similar officer or the entry into an agreement of composition with its creditors. 8. EXCLUSION OF WARRANTIES BY REE. REE SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY NAHREP OR ANY THIRD PARTY ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS ON THE REE SITE AND ANY INACCURACIES, ERRORS, OR OMISSIONS IN THE REE CONTENT ON THE REE SITE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES, OR REPRESENTATIONS (AS USED IN THIS SUBSECTION "WARRANTIES") AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL , OR IN WRITING. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. 9. NOTICES. Except as otherwise provided herein, whenever any notice, request, consent, approval or other communication shall be given by one party hereto to the other, such communication shall be in writing and shall be delivered by registered or certified mail, return receipt requested, addressed as follows: If to REE: 400 East Van Buren, 4th Floor Phoenix, AZ 85004 Fax: (602) 716-0200 Attn: Gary L. Trujillo, Chairman and CEO If to NAHREP: NAHREP 1650 Hotel Circle No., Suite 215-A San Diego, CA 92105 FAX: (619) 209-4755 Attn: Ernest J. Reyes All notices hereunder shall be effective: (a) five days after deposit in the mail; or (b) upon delivery, if delivered in person, by commercial express service or by facsimile transmission. 10. ASSIGNMENT. Neither party may assign or delegate this Agreement or any of its licenses, rights or duties under this Agreement without the prior written consent of the other, except that either party may assign this Agreement to a person or entity into which it has merged or which has otherwise succeeded to all or substantially all of its business, stock, or assets, and which has assumed in writing or by operation of law its obligations under this Agreement. Each party agrees that in any merger in which it is not the surviving company, the surviving company will assume, in writing or by operation of law, such party's obligations under this Agreement. Subject to the foregoing, the provisions of this Agreement shall apply to and bind the successors and permitted assigns of the parties. 11. AMENDMENTS; WAIVERS. This Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. 3

12. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of Arizona without regard to its choice of law analysis. 13. JURISDICTION AND VENUE. Any dispute or controversy between the parties to this Agreement relating to or arising out of this Agreement, including, but not limited to, matters reserved for mutual agreement, shall be exclusively vested in the Courts of the State of Arizona located in Phoenix, Arizona. 14. SEVERABILITY. In the event that any provision contained in this Agreement or the application thereto to any circumstance is for any reason held to be invalid or unenforceable, such provision shall be ineffective to the minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms with respect to all other circumstances. 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. 16. ATTORNEYS' FEES. In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to reimbursement by the other party for reasonable attorneys' fees and costs incurred by the prevailing party. 17. REQUISITE AUTHORITY. Each of the individuals executing this Agreement on behalf of REE or NAHREP, as the case may be, represents and warrants in his or her individual capacity that he or she has the requisite authority to bind such party to this Agreement and the MOU. ***** 4

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first above written. REALESTATEESPANOL.COM
By: /s/ Gary L. Trujillo ---------------------Gary L. Trujillo, Chairman and CEO

NAHREP
By: /s/ Ernest J. Reyes ---------------------Name: ERNEST J. REYES Title: Chairman

EXHIBIT 21.01 SUBSIDIARIES OF REGISTRANT credito.com, inc. - a Delaware corporation eTrato.com, inc. - a Delaware corporation realestateespanol.com, Inc. - a Delaware corporation

EXHIBIT 23.01 INDEPENDENT AUDITORS' CONSENT The Board of Directors quepasa.com, inc.: We consent to the incorporation by reference in the registration statements of quepasa.com, inc. on Form S-8 (File No. 333-93637) and Form S-8 (File No. 333-88271) of our report dated May 8, 2001, except as to the second paragraph of Note 10(a) and Note 16 to the consolidated financial statements, which are as of August 6, 2001, relating to the balance sheets of quepasa.com, inc. as of December 31, 2000 and 1999 and the related statements of operations, stockholders' equity and cash flows for the years then ended, which report appears in the December 31, 2000 annual report on Form 10-K of quepasa.com, inc.
/s/ KPMG LLP ------------Phoenix, Arizona September 18, 2001

EXHIBIT 23.02 INDEPENDENT AUDITOR'S CONSENT We hereby consent to the incorporation by reference in this Form 10-K of our report dated February 17, 1999 appearing in quepasa.com inc.'s Annual Report on Form 10-K for the year ended December 31, 2000.
\s\ Ehrhardt Keefe Steiner & Hottman PC ---------------------------------------Ehrhardt Keefe Steiner & Hottman PC September 19, 2001 Denver, Colorado


								
To top