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Exhibit 10.1
July 28, 2000
Mr. Frank J. Amadeo
President
Estefan Enterprises, Inc.
420 Jefferson and 5th Street
Miami Beach, Florida 33139
This letter amends the Agreement dated September 1, 1999 (the
"Agreement") between quepasa.com, inc. ("quepasa"), Estefan Enterprises, Inc.
("EEI") fso Gloria Estefan and Gloria Estefan ("Gloria") in light of the
postponement of Gloria Estefan's previously announced 2000 United States concert
tour. Capitalized terms not otherwise defined in this letter have the meanings
set forth in the Agreement.
The Agreement is hereby amended as follows:
1. All references in the Agreement to quepasa's promotion of Tour 2000
shall be deleted. Quepasa and EEI will work together to generate
opportunities for Gloria to make appearances as a spokesperson for
quepasa, including meet and greet sessions, promoted or arranged by
quepasa in conjunction with Gloria's other scheduled appearances,
concerts, and other public activities. The use of Gloria's name,
image and likeness in print, radio and television advertising
through December 31, 2000 may be included in advertising to support
quepasa's Community and Educational Initiative (the "Initiative")
as well as in connection with any contesting as contemplated by
paragraph 7 hereof. As set forth in the Agreement, Gloria and EEI
will not agree for Gloria to be a spokesperson for any other
Internet company for the term of the Agreement and will not enter
into any agreement of any nature that involves Gloria with any
Internet company that is in competition with quepasa; provided,
that this limitation does not apply to any other EEI artists or
businesses.
2. Gloria will appear at one public event in connection with the
Initiative in Los Angeles, California on or about September 13,
2000. Gloria will also participate in one on-line chat session in
association with promotion of the Initiative. Any and all aspects
of Gloria's participation and involvement in such events must be
reasonably mutually agreed upon by both parties prior to the
commencement of the event.
3. In Section 1.A. of the Agreement, the requirement that one of the
TV spots and one of the radio spots exclusively promote Tour 2000
shall be eliminated, and quepasa shall not be required to include a
five second tag promoting Tour 2000 in any of the TV or radio spots
or to include panels promoting Tour 2000 in media advertising.
4. The last bullet point in Section 1.C. shall be amended to provide
that quepasa will have the exclusive right of "first negotiation"
and the "first right of refusal" for the United States territory
and Latin America under the following terms and conditions. With
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respect to the right of first negotiation, EEI shall notify quepasa
of any confirmed tours of Gloria throughout the term of said
exclusive right. Upon written notification by EEI of a future
confirmed tour, quepasa shall have 30 days from the date of first
notification to present and furnish a sponsorship offer (including
consideration) acceptable to EEI and Gloria, and EEI shall furnish
quepasa with a response to their offer no later than 30 days from
receipt of the offer. In the event, the proposed offer is rejected
by either EEI, Gloria or both, quepasa's exclusive right of first
negotiation for sponsoring that tour will cease to exist and be
null and void thereafter. With respect to the first right of
refusal, EEI and Gloria shall notify quepasa of its first
acceptable third party offer for sponsoring a confirmed tour within
30 days of EEI's receipt of the third party offer. EEI will furnish
a written statement to quepasa of the material terms and conditions
of the proposed sponsorship offer by the third party. EEI shall
offer to enter into an agreement with quepasa containing the same
material terms and conditions offered by the third party. If
quepasa does not accept EEI's offer within seven business days
after receipt, EEI may then enter into that proposed agreement with
the same third party mentioned in EEI's notice and quepasa first
right of refusal with respect to sponsoring that tour shall cease
to exist and be null and void thereafter. Without limiting the
generality of the foregoing, the term of quepasa's exclusive right
of "first negotiation" and "first right of refusal" shall expire on
December 31, 2001. Without limiting the generality of the
foregoing, the rights granted to quepasa in this paragraph in no
way bind Gloria into accepting and performing in a tour throughout
the term of these rights.
5. The cash payment of $0.5 million required to be paid by quepasa on
the day after the final concert tour performance referred to in
Section 1.H. shall no longer be payable under any circumstances by
quepasa.
6. Upon the signing of this letter, EEI will return the certificates
representing 156,863 shares of quepasa's common stock issued to it
upon the signing of the Agreement and referred to in Section 1.H.,
and thereafter EEI will no longer be the owner of those shares.
Quepasa shall thereafter have no obligation to satisfy the "put"
option described in section 1.H. of the Agreement with respect to
any shares of quepasa. The Registration Rights Agreement entered
into between EEI and quepasa shall be deemed cancelled, null and
void.
7. EEI agrees to use its best efforts to provide opportunities (the
"Events") in connection with Gloria's bona fide professional
commitments through December 31, 2000, subject to the reasonable,
practical limitations inherent in the nature of the Events, in
which quepasa will have a right of participation and in connection
therewith Gloria would make an appearance for quepasa. The specific
activities in connection with the Events would be mutually agreed
in good faith between EEI and quepasa and may include the
following: (i) a mutually agreed upon number of the seats (as
similar as reasonably possible to the number and type of seats
originally to be allocated to quepasa for the Tour 2000 concerts)
in the audience section of the theater where Gloria's contemplated
live concert will be performed and for all other performances by
Gloria through December 31, 2000; provided, that quepasa may only
use these seats in on-line contesting as
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contemplated by the Agreement for seats that were to be allocated
to quepasa for Tour 2000 concerts, and (ii) in the event Bongo
Cuban Cafe has a grand opening, webcasting Bongo Cuban Cafe's grand
opening event. Quepasa, in its sole discretion, may determine
whether or not to proceed with on-line contesting and webcasting
the aforementioned events, if and when they may occur; provided,
that EEI will not make any on-line contesting, webcasting or other
opportunities contemplated by this paragraph 7 available to any
other party without quepasa's written consent. EEI or a third
party, other than quepasa, shall be responsible for all reasonable
expenses incurred by Gloria or EEI in connection with Gloria's
participation in and promotion of the Events. Quepasa understands
and agrees to be responsible for any and all expenses incurred by
its contestants and other persons it engages, other than Gloria, in
connection with their participation and promotion of the Events.
8. All of Gloria's advertising, branding and website obligations will
be limited to the activities described in this amendment to the
Agreement.
9. Quepasa may assign its rights under the Agreement only to another
corporation owned, controlled or acquired by, or merged with,
quepasa, subject to the following conditions: (i) the assignee will
not be a competitor to EEI or Gloria nor an entity whose
association with EEI or Gloria as a result of the Agreement would
reasonably be expected to be harmful to EEI's or Gloria's
professional or personal reputation; provided, however, that,
notwithstanding clause (i), quepasa may assign its rights under the
Agreement to the entities listed on the attached Addendum A; and
(ii) if such assignment takes place, the assignee shall be
responsible for all representations and warranties made in the
Agreement and shall be subject to the same terms and conditions
therein.
Except as specifically amended hereby, the Agreement remains in full
force and effect.
All press releases, trade releases or other public announcements with
respect to announcement of the cancellation of Tour 2000 and the transactions
contemplated herein and in the Agreement shall be jointly prepared by quepasa
and EEI. Except for the information contained in each mutually agreed press
release and except as required by law, including the disclosure requirements of
applicable securities laws, the terms of this amendment to the Agreement shall
not be disclosed to any other person without the consent of each of the parties
hereto; provided, if such disclosure is so required by law, the party producing
or directing the production of such information will use all reasonable efforts
to provide the other parties hereto with notice of such disclosure and a
reasonable opportunity to comment upon, limit or contest such disclosure.
This amendment to the Agreement shall be construed and enforced in
accordance with the laws of the State of Arizona. If any portion of this
amendment to the Agreement is held to be invalid or unenforceable, the remainder
of this Agreement shall remain in full force and effect and shall be valid and
enforceable according to its terms.
This amendment to the Agreement may be signed in multiple counterparts,
and when signed by all parties, all counterparts shall be considered as a single
document.
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If the foregoing correctly sets forth our understanding please sign and
return a copy of this amendment to the Agreement to the undersigned.
Very truly yours,
quepasa.com, inc.
/s/ Gary L. Trujillo
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By: Gary L. Trujillo
Its: Chairman/CEO
Estefan Enterprises, Inc.
/s/ Frank J. Amadeo
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By: Frank J. Amadeo
Its: President
/s/ Gloria Estefan
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Gloria Estefan
