0000950144-05-003385 Sample Contracts

EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • March 31st, 2005 • America Online Latin America Inc • Services-computer programming, data processing, etc.

THIS AGREEMENT by and between AOL BRASIL, LTDA., a Brazilian limited liability company (the “Company”), and MILTON CAMARGO (the “Executive”) is made as of April 15th, 2004 (the “Effective Date”).

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EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • March 31st, 2005 • America Online Latin America Inc • Services-computer programming, data processing, etc.

THIS AGREEMENT by and between AOL México, S. de R.L. de C.V. (the “Company”), company duly registered in accordance with Mexican Law and EDUARDO A. ESCALANTE CASTILLO (the “Executive”) is made as of June 5, 2004 (the “Effective Date”).

AMENDMENT TO STRATEGIC INTERACTIVE SERVICES AND MARKETING AGREEMENT
Strategic Interactive Services and Marketing Agreement • March 31st, 2005 • America Online Latin America Inc • Services-computer programming, data processing, etc. • New York

This Amendment (including the Exhibits attached hereto, this “Amendment”) to the Strategic Interactive Services and Marketing Agreement dated June 12, 2000 (“SMA”) is made and entered into as of this 04 day of November, 2004 (the “Amendment Signing Date”) by and among America Online Latin America, Inc., a Delaware corporation (“AOLA”), AOL Brasil Ltda., a Brazilian limited liability company (“AOLB”), and Banco Itaú S.A., a Brazilian bank (“Itaú”) (each a “Party” and together the “Parties”).

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