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                                                                    EXHIBIT 10.8

                                  OFFER LETTER


The following offer of employment (the "Offer Letter"), dated as of February 26,
1999, describes the binding agreement between Charles Herington (the
"Executive") and America Online, Inc. ("AOL") with regard to the terms and
provisions of the Executive's emp1oyment by AOL and secondment to AOL Latin
America LLC ("AOL-LA") to serve as the Chief Executive Officer of AOL-LA and as
managing director of Tesjuates, S.L. (the "JV Company"), each jointly owned by
Federal Communications S.A. and Pan Latin Ventures C.V. (the "Joint Venture").

Position:           Upon secondment to AOL-LA, the Executive shall be appointed
                    to the position of Chief Executive Officer of AOL-LA. AOL
                    reserves the right to transfer the employment of the
                    Executive to AOL-LA, subject to the assumption by the Joint
                    Venture of the obligations of AOL set forth herein.

Effective Date:     February 26, 1999 (the "Effective Date").

Office Location:    South Florida.

Term of Agreement:  The Executive's employment by AOL is at will and may be
                    terminated by either the Executive or the company at any
                    time; with or without Cause.

Base Salary:        US$350,000 per year starting January 13, 1999, payable in
                    accordance with the ordinary payroll practices of AOL but no
                    less often than monthly.

Signing Bonus:      US$200,000 cash on the Effective Date and US$200,000 cash on
                    the first anniversary of the Effective Date. In the event
                    that the Executive leaves the company prior to the first
                    anniversary of the Effective Date then the Executive must
                    reimburse AOL the full US$200,000 initial signing bonus.

Annual Bonus
Opportunity:        50% of annual base salary, if the Joint Venture attains100%
                    the target set forth in Attachment A (or such otter target
                    as is mutually agreed by the parties) in the applicable
                    fiscal year (the "Tier I Target");

                    70% of annual base salary, if the Joint Venture attains 120%
                    of the Tier I Target (the "Tier II Target'); and

                    130% of annual base salary, if the Joint Venture attains
                    150% of the Tier I Target (the "Tier III Target").

                    Bonuses payable for performance levels in excess of the Tier
                    1 Target but less than the Tier II Target shall be based on
                    a linear interpolation between
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                    the Tier I Target bonus and the potential Tier II Target
                    bonus. Bonuses payable for performance levels in excess of
                    the Tier II Target but less than the Tier III Target shall
                    be based on a linear interpolation between the Tier II
                    Target bonus and the potential Tier III Target bonus.

                    Notwithstanding the foregoing, a bonus shall be paid if the
                    Joint Venture attains in excess of 85% of the Tier I Target
                    (the "Minimum Bonus Threshold"). Bonuses payable for
                    performance levels that exceed the Minimum Bonus Threshold
                    but do not achieve the Tier I Target shall be based on a
                    linear interpolation between 0% of the annual base salary at
                    the Minimum Bonus Threshold and the potential Tier I Target
                    bonus.

                    The target objectives will include, among others, timely and
                    successful launch of the AOL service in the three core
                    markets, target subscriber acquisitions for each of the core
                    markets and overall management of the Joint Venture's cash
                    expenditures and finances over each 12-month period, such
                    target objectives to be agreed following steering committee
                    approval of the annual business plan. The first bonus year
                    will be the fiscal year beginning July 1,1999.

Equity
Compensation:       On the Effective Date and subject to the terms of AOL's non-
                    qualified stock option plan and agreement, the Executive
                    will be granted an option to purchase US$2,000,000 of AOL
                    common stock based on the NYSE closing price per share on
                    the Effective Date. These shares will vest equally on the
                    first, second and third anniversaries of the Effective Date.

                    On each of January 13, 2000, January 13, 2001, January 13,
                    2002 and January 13, 2003, provided that the Executive's
                    employment has been transferred to the Joint Venture prior
                    to the date of the grant and that the Executive continues to
                    be employed by the Joint Venture on each such date, the
                    Executive will be granted stock options to purchase:

                    (i)  US$2,000,000 of Joint Venture common stock based on the
                         fair market value on each such date as reasonably
                         determined by the Joint Venture, vesting on the third
                         anniversary of the date of grant; or

                    (ii) in the event and only in the event that the Joint
                         Venture has failed to adopt a stock option plan as of
                         the date of grant, the Executive's employment will not
                         be transferred to the Joint Venture and, provided that
                         the Executive continues to be employed by AOL on each
                         such date, the Executive will receive US$2,000,000 of
                         AOL common stock based on the NYSE closing price per
                         share on each such date, vesting on the third
                         anniversary of the date of grant.

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                    Subject to the terms set forth under the Termination
                    provisions below, the stock options shall have a 10-year
                    term.

                    Upon the transfer of the employment of the Executive to AOL-
                    LA, and for so long as the Executive is employed by AOL-LA,
                    any unexercised AOL stock options shall continue to vest,
                    and any vested AOL stock options shall continue to be
                    exercisable, on the same basis as if the Executive continued
                    to be employed by AOL.

Benefits:           The Executive will participate in all welfare and pension
                    benefit programs maintained by AOL (other than the AOL
                    401(k) plan and the AOL employee stock purchase plan). In
                    the event the level of health or life insurance coverage of
                    such programs are substantially less favorable to that
                    currently provided the Executive, AOL will provide him with
                    a payment sufficient to enable the Executive to obtain such
                    coverage shortfall, provided, that the aggregate cost of
                    such additional coverage shall not exceed US$5,000 per year.

Perquisites:        Country Club Fees. AOL will pay the one time annual fee of
                    -----------------
                    US$5,900 associated with the purchase of the Executive's
                    share in his current country club. In addition, during the
                    term of the Executive's employment the Joint Venture will
                    pay the Executive's annual country club dues of US$11,000,
                    as adjusted from time to time.

                    Automobile Allowance. The Executive will be reimbursed for
                    --------------------
                    actual automobile expenses incurred in an amount of up to
                    US$30,000 per year.

                    Tax and Financial Advice. The Executive will receive an
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                    additional payment of up to US$5,000 per year for personal
                    tax and financial planning.

                    Vacation.  The Executive will be entitled to four weeks paid
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                    vacation each year.

Termination:        Termination by Employer without Cause.  The Executive shall
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                    receive the severance benefits set forth in this section in
                    the event the Executive's employment is terminated by the
                    Joint Venture without "Cause" (as hereinafter defined). If
                    such termination occurs prior to the second anniversary of
                    the Effective Date, during the thirty six month period
                    following such termination, the Executive will continue to
                    receive his base salary, payable at the same time and in the
                    same manner as if the Executive's employment had continued
                    and he shall be eligible for COBRA coverage. In addition,
                    the Executive shall receive a pro-rata portion of the target
                    bonus for the fiscal year during which termination occurs,
                    payable following the end of such fiscal year. If such
                    termination occurs on or after the second anniversary of the
                    Effective Date, the

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                    Executive will receive his salary and COBRA coverage for a
                    period of twenty-four months after such termination. The
                    Executive shall receive a pro-rata portion of the target
                    bonus for the fiscal year during which termination occurs,
                    payable following the end of such fiscal year. In addition,
                    the Executive will continue to vest with respect to
                    previously granted stock options as if his employment had
                    continued during such applicable severance payment period.
                    Any such severance benefits will be reduced by the amount of
                    income earned by the Executive during such severance payment
                    period.

                    "Cause" shall mean either of the following circumstances:
                    (i) the Executive's willful violation of material Joint
                    Venture policy, which violation is not cured by the
                    Executive within thirty days after he is provided with
                    written notice of such violation by the board of directors
                    of the Joint Venture (the "Board"); (ii) the Executive's
                    failure to comply with the lawful direction of the Board;
                    (iii) the commission by the Executive of a material act of
                    dishonesty or fraud; or (iv) the Executive's conviction or
                    plea of no contest to a felony.

                    Termination for Cause. The Executive will receive no
                    ---------------------
                    payments from the Joint Venture other than amounts accrued
                    and owing to him as of the termination date. All unexercised
                    stock options, whether vested or unvested, shall immediately
                    lapse and become void.

                    Other Termination or Resignation.  In the event that the
                    --------------------------------
                    Executive's employment terminates for any reason, other that
                    those listed above; he shall be entitled to retain his
                    vested stock options. All his unvested stock options shall
                    immediately lapse and become void.

                    Terms Applicable to Termination for Any Reason. In the event
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                    that the Executive's employment terminates for any reason,
                    he will receive his base salary through the date of
                    termination. The Executive will not receive any further
                    grants of stock options after the termination date. Vested
                    stock options must be exercised by the Executive within a
                    certain period after the termination date or after such
                    options become vested, as the case may be, in accordance
                    with the applicable stock option plan and stock option
                    agreement.

Protection of the
Interest of the
Joint Venture:      Concurrent with the execution of this Offer Letter, the
                    Executive will execute a confidential non-disclosure
                    agreement, which employee acknowledges contains restrictive
                    covenants prohibiting the Executive from competing with AOL
                    or the Joint Venture and from soliciting their respective
                    employees or customers for a period equal to the greater of
                    (i) the period during which the Executive is receiving
                    regular or severance

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                    payments and (ii) the period ending two years following his
                    termination or resignation of employment for any reason.

This Offer Letter maybe executed by the parties hereto in counterparts, each of
which shall be deemed an original, but which shall taken together constitute one
and the same document.

     IN WITNESS WHEREOF, the parties have signed this Term Sheet dated as of the
date first set forth above.


                                    AMERICA ONLINE, INC.



                                    By:     /s/ Shari Jernstrom
                                            -------------------
                                    Name:   Shari Jernstrom
                                            ---------------
                                    Title:  Human Resources Director
                                            ------------------------
                                            AOL International
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Acknowledged and Agreed:



/s/ Charles M. Herington
------------------------
Charles Herington

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