CONSULTING AGREEMENT

Exhibit 10.11

EXECUTION VERSION

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“ Agreement" ) is made effective as of the 24th day of October, 2007 (the “ Effective Date ”), by and between Quepasa Corporation (the “ Company ”), Valdez Productions, Inc. (“ Valdez Productions ”) and Jeffrey Valdez (“ Mr. Valdez ” and together with Valdez Productions, the “ Consultant ” and collectively with the Company, the “ Parties ”).

RECITALS

WHEREAS, Mr. Valdez is a co-founder of SiTV, Inc. and, while acting as Chairman and Chief Creative Officer for SiTV, Inc., established SiTV, Inc.’s presence in the cable television marketplace;

WHEREAS, due to Mr. Valdez’s creative expertise and invaluable vision relating to the Latino marketplace, Mr. Valdez was recently appointed to serve as the non-executive Chairman of the Board of the Company and the Company now desires to retain Mr. Valdez to perform non-exclusive consulting services, except as otherwise provided herein, for the Company through Valdez Productions; and

WHEREAS, Valdez Productions, Mr. Valdez and the Company wish to enter into this Agreement to set forth the obligations and responsibilities of each in connection with their contractual relationship.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties hereto agree as follows:

AGREEMENT

1. NATURE OF WORK

Valdez Productions will provide the Company with the consulting services of Mr. Valdez in the areas of web based programming content, marketing, branding of the Company and any other consulting services mutually agreed between the Parties that is determined by the Parties to be beneficial to the Company (the “ Services ”). The Consultant shall provide the Services on a non-exclusive basis, except in the case of consulting services for internet programming content produced in Spanish that does not conflict with Consultant’s agreement with Maya Entertainment (“ Special Services ”), and in such case, the Consultant shall provide the Special Services on an exclusive basis. The Parties agree that Consultant shall only use the Consultant Intellectual Property (as defined herein) relating to the Special Services for media programming targeting English speaking audiences. The Company acknowledges that Valdez has and is currently involved creatively and sits on the Board of Si TV, Maya Entertainment, Valdez Productions and Sandbox Entertainment (the “ Affiliated Businesses ”) and to the extent agreements relating to these entities conflict with this Agreement, this Agreement shall be subordinate to such pre-existing agreements. The Company acknowledges that the Affiliated Businesses are all involved in the bilingual, English and Spanish language media (including television and internet) media space.

2. DURATION

The term of this Agreement shall be from the Effective Date, and, unless otherwise terminated, shall continue until the first (1 ^st ) anniversary of the Effective Date, following which the Term shall automatically renew for successive three (3) month periods unless and until a party delivers at least thirty (30) days prior written notice of the desire to terminate this Agreement to the other parties, in which this Agreement will expire thirty (30) days from the date such notice is received (the “ Term ”). Notwithstanding the above and in the event that the Company becomes involved in the television business during the Term, subject to Section 12 , the Company will have the option to renegotiate in good faith the Agreement and the Term hereof realizing that Mr. Valdez currently has a non compete agreement with Si TV that prohibits him from launching an “English Language Latino Themed cable nerwork.”

3. COMPENSATION

(a)  Monthly Payment for Services . For the Services rendered under this Agreement, the Company will pay to Valdez Productions Eight Thousand Three Hundred and Thirty-Three Dollars ($8,333.00) per month for the Term of this Agreement. At the election of the Consultant, such payment may be made in the form of options to purchase the Company’s common stock. Valdez Productions shall provide monthly invoices for the Services rendered by Mr. Valdez during the month preceding the invoice. Payment shall be made to Valdez Productions within ten (10) business days following the Company’s receipt of each such invoice. All invoices shall be directed to the attention of the Chief Executive Officer or his designee.

(b)  Stock Options . Within ten (10) business days of the execution of this Agreement, a grant of nonqualified stock options shall be provided to Valdez Productions to purchase shares of the Company’s common stock in an amount equal to the greater of 210,000 shares or the number of shares that equals One Percent (1%) of the fully-diluted shares of the Company (the “ Optioned Shares ”), and at the price set forth in the Non-Qualified Stock Option Agreement executed by Valdez Productions and the Company in conjunction with this Agreement, one-third of the optioned shares shall vest and become exercisable on October 24, 2008 and the remaining two-thirds of the optioned shares will vest and become exercisable in twenty-four (24) equal monthly installments commencing immediately thereafter. Notwithstanding the foregoing, if the Consultant shall be terminated without cause, the Optioned Shares shall immediately vest and become exercisable.

4. PERFORMANCE OF DUTIES

(a)  Good Faith Performance . Consultant agrees that it will at all times faithfully, industriously, and to the best of its ability, experience and talent, and in good faith, perform all of the duties that may be required pursuant to the express terms hereof, and the Company will provide all necessary information and other support appropriate to the performance of the Services. Consultant shall report directly to the Chief Executive Officer of the Company for the Term of this Agreement.

(b)  Location . Consultant agrees that Mr. Valdez will primarily perform the Services from the office of Valdez Productions. Travel outside of the Greater Los Angeles area shall require approval by Mr. Valdez, and reasonable and necessary business expenses for such long distance travel shall be paid by the Company provided such expenses have been pre-authorized by the Chief Executive Officer.

5.  CONFIDENTIALITY .

During the term of this Agreement and at all times thereafter, the Consultant will keep confidential, not use for Consultant’s own benefit, and not divulge, furnish or make accessible to anyone any Confidential Information. As used herein, “ Confidential Information ” means all information concerning or related to the Services and the Company’s business, operations, financial condition and prospects of the Company and its Affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and will specifically include: (a) all information regarding the stockholders, directors, officers, employees, customers, suppliers, distributors, sales representatives and licensees of the Company and its Affiliates, in each case whether past, present or prospective; (b) all software, inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of the Company and its Affiliates; (c) all financial statements, audit reports, budgets and business plans or forecasts of the Company and its Affiliates, and (d) all Consultant Intellectual Property created by or for Consultant hereunder; provided, that Confidential Information will not include information which is or becomes generally known to the public through no act or omission of Consultant; “ Affiliate ” means any Person which controls, is controlled by or is under common control with the Company; “ control ” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ow