Want A Piece Of An Internet Company: Bidding Instructions For Quepasa.com.

Quepasa.com presents its instructions on how to submit an offer to purchase Quepasa and/or its assets or subsidiaries.

Quepasa has previously announced its intention to sell the company and more recently announced its intention to sell all of its assets in a press release dated December 27, 2000.

Quepasa will consider all offers, however, preference will be given to potential purchasers that offer the highest price and those offers that will use cash, without contingencies, financing or otherwise, as the form of consideration to complete a transaction. The Company is being offered as follows:

1. Quepasa.com with all assets and subsidiaries intact
2. Quepasa website/portal business, without the subsidiaries
3. Quepasa.com name and URL
4. Registered users
5. Real Estate Español
6. eTrato.com
7. Credito.com
8. Furniture, Fixtures, Equipment (including computers, servers, etc.), and other domain names

Each submission should address each of the items listed below and should include any additional information that you deem relevant or material to a transaction.

(a) Purchase price, form of consideration and ability to pay the purchase price upon closing;

(b) Description of the strategic fit;

(c) Description of due diligence to be requested; and

(d) Description of the nature and timing of the approval process (both internal and external) required to consummate a transaction, including: shareholder, board or other approvals. Please include the internal approval process achieved to date and a description of the internal processes required to execute a definitive purchase agreement.

Please note that a transaction involving the purchase of the entire company or a substantial portion of its assets will require approval by Quepasa’s shareholders.

Bidding instructions are also available on the Quepasa.com website (www.quepasa.com/press-release.html). The bidding process will begin immediately and will close on Tuesday, January 30, 2001 at 5:00 p.m. MST. All bids must be submitted in written form and sent to the following address by overnight or regular mail:

Quepasa.com
Liquidation Center
400 E. Van Buren
Phoenix, AZ 85004

Bids may be sent by facsimile to (602) 716-0200, but original copies must be received by the bid due date. Bids will be held in strict confidence. Any modification or cancellation of a bid must be submitted in written form. Based upon the offers received, we will select one or more parties with whom to complete a transaction.

If you have questions regarding these bidding instructions, you may call (602) 716-0100 extension 285, and we will respond to you as quickly as possible.