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Exhibit 10.7



| | March 25, 2003
| | --------------

Marcelo Girotti
IMPSAT S.A.
Alferez Pareja 256
1107 Buenos Aires, Argentina
Re: Letter Agreement; Offer of Employment

Dear Mr. Girotti:

I am writing to confirm our offer of employment to you. As we have
discussed, the terms and conditions of your employment shall be as follows:

1.     Commencing on March 25, 2003 (the Commencement Date), you
shall be employed as Executive Vice President, Products and Marketing, of
IMPSAT Fiber Networks, Inc. (the Company). You shall report to the
Chief Executive Officer of the Company, and your primary office shall be based
in Buenos Aires, Argentina. Such employment shall be carried out either
directly through the Company or indirectly through any subsidiary of the
Company, in such proportions as the Company may from time to time determine in
its sole discretion. For the purposes of this letter agreement, the term
Company shall include all subsidiaries of the Company.

2.     You will be paid an annualized salary of U.S.$310,000. Your salary
shall be paid in accordance with the Companys regular and customary payroll
practices as determined from time to time, but in no event less frequently than
monthly.

3.     You will also be entitled to participate in any bonus plan established
by the Company for its senior executives and shall receive any such bonus
compensation as may be determined by the Board of Directors of the Company (the
Board) or the compensation committee of the Board (the
Compensation Committee).

4.     On the Commencement Date (or, if later, the date on which the fair
market value of the Companys common stock is determined under the terms of the
Impsat Fiber Networks, Inc. 2003 Stock Incentive Plan (the 2003 Long Term
Incentive Plan), and subject to the approval of the Compensation
Committee, you shall, pursuant to the terms of the 2003 Long Term Incentive
Plan, be granted an option, which is not an incentive option under Section 422
of the Internal Revenue Code, (the Option) for 154,350 shares of the
Companys common stock. The exercise price per share for each of the Option
shares shall be U.S.$15.00 (or, if greater, the fair market value of the stock,
as





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Mr. Marcelo Girotti
March 25, 2003
Page 2

determined under the 2003 Long Term Incentive Plan, on the date of grant).
The term of the Option will be eight years from the date of the Options grant.
Subject to paragraph 11 hereof, the Option shall vest in four installments:
One-quarter of the Option shares shall vest on the Commencement Date;
one-quarter of the Option shares shall vest on the first anniversary of the
Commencement Date; one-quarter of the Option shares shall vest on the second
anniversary of the Commencement Date; and the final one-quarter of the Option
shares shall vest on the third anniversary of the Commencement Date, but, in
each case, only if you still employed with the Company on such respective date.
The grant of the Option shall, in all events, be subject to the terms and
conditions of the 2003 Long Term Incentive Plan, and shall be effectuated by a
non-statutory stock option agreement between the Company and you entered into
pursuant to the 2003 Long Term Incentive Plan.

5.     On the Commencement Date, you shall, pursuant to the terms of the 2003
Long Term Incentive Option Plan, be granted 25,000 shares of the Companys
common stock (the shares so granted to you being the Restricted
Stock). Subject to paragraph 11 hereof, the Restricted Stock shall vest
one-quarter on the Commencement Date; one-quarter on the first anniversary of
the Commencement Date; one-quarter on the second anniversary of the
Commencement Date; and one-quarter on the third anniversary of the Commencement
Date, but, in each case, only if you still employed with the Company on such
respective date. The Restricted Stock shall, in all events, be subject to the
terms and conditions of the 2003 Long Term Incentive Plan and shall be
effectuated by a restricted stock agreement between the Company and you entered
into pursuant to the 2003 Long Term Incentive Plan.

6.     You will be entitled to such other benefits and related plans,
including medical, disability and life insurance, as are established by the
Company for its senior executives or otherwise required by applicable law, in
each case as determined by the Compensation Committee.

7.     Subject to the terms of this letter and applicable law, your employment
with the Company shall be at will and shall be terminable by the Company upon
30 days prior written notice.

8.     You acknowledge that, as part of your employment with the Company and
as a result of your access to the Companys Trade Secrets and Confidential
Information (each as defined below), you will occupy a position of trust and
confidence with the Company. You agree to maintain strictly the
confidentiality of all Trade Secrets and





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Mr. Marcelo Girotti
March 25, 2003
Page 3

Confidential Information which you may
receive or to which you may have access or become privy to during your
employment with the Company. If you are unable to determine whether
information is a Trade Secret or Confidential Information, you shall treat such
information as a Trade Secret and Confidential Information and such information
shall be considered as a Trade Secret and Confidential Information. Without
limitation on the foregoing, you agree that you shall not, except with the
express prior written permission of the Board: (i) transfer or disclose any
Trade Secrets or Confidential Information, directly or indirectly, to any third
party except to another Company employee or independent Company contractor
known by you to be bound by a written confidentiality obligation with the
Company precluding the disclosure of any such Trade Secrets or Confidential
Information; (ii) use any Trade Secrets or Confidential Information in any
manner, except as contemplated under this letter agreement for the purposes for
which such Trade Secrets and/or Confidential Information may have been provided
to you by the Company; or (iii) take any other action with respect to the Trade
Secrets or Confidential Information inconsistent with the confidential and
proprietary nature of such Trade Secrets and/or Confidential Information.

The restrictions contained herein shall extend (a) with respect to Trade
Secrets, during the term of your employment with the Company and for so long
thereafter as the pertinent ideas and information embodied therein remain
secret and (b) with respect to Confidential Information, during the term of
your employment with the Company and for so long thereafter as the pertinent
ideas and information embodied therein remain competitively sensitive.

As used in this letter agreement, the following terms shall have the
following meanings:

"Confidential Information means and includes: (i) all business or
financial information, plans, processes and strategies, market research and
analyses, projections, financing arrangements, consulting and sales methods and
techniques, expansion plans, forecasts and forecast assumptions, business
practices, operations and procedures, marketing and merchandising information,
distribution techniques, customer information and other business information
respecting the Company; (ii) all information and materials which are
proprietary and confidential to a third party and which have been provided to
the Company by such third party for the Companys use; and (iii) all
information derived from such Confidential Information. Confidential
Information shall not include information and materials that are already, or
otherwise become, known by or generally available to the public without
restriction on disclosure, other than as a result of an act or





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Mr. Marcelo Girotti
March 25, 2003
Page 4

omission by you in breach of the provisions of this letter agreement or any other applicable
agreement between you and the Company.

"Trade Secret means and includes the whole or any portion or phase
of any scientific or technical information, design (including, without
limitation, screen design), process, formula, password, concept, data
organization, reference manual, user manual, logic manual, system
specifications, configuration manual, help text, other system documentation, or
any improvement of any thereof, in any case that is valuable and secret (in the
sense that it is not generally known to competitors of the Company), and
includes, without limitation, the specialized information and technology that
the Company has developed or may develop or acquire.

9.     You acknowledge that you are being hired in part for the purpose of
inventing, creating and maintaining confidential and/or proprietary materials
for the Company. You agree that all such materials which you develop or
conceive and/or documents during your employment with the Company, including,
without limitation, all designs, discoveries and inventions, shall be owned
solely and exclusively by the Company and the Company shall be the owner
thereof owner for all purposes, including, but not limited to, for the purposes
of distribution, exhibition, advertising and exploitation of such materials or
any part of them in all media and by all means now known or which may hereafter
be devised, throughout the universe in perpetuity. You agree that in
furtherance of the foregoing, you shall disclose, deliver and assign to the
Company all such designs, discoveries and inventions and shall execute all such
documents, including patent and copyright applications, as the Company
reasonably shall deem necessary to further document the Companys ownership
rights therein and to provide the Company the full and complete benefit
thereof. You reserve no rights with respect to any such materials, and hereby
acknowledges the adequacy and sufficiency of the compensation paid and to be
paid by the Company to you for the materials and the contributions you will
make to the development of any such information or materials. You agree to
cooperate with all lawful efforts of the Company to protect the Companys
rights in and to any or all of such information and materials and will at the
request of the Company execute any instrument or documents in order to
register, establish, acquire, prosecute, maintain, perfect or defend the
Companys rights in and to such information and materials.

10.     You hereby covenant and agree that during the period of your
employment with the Company and, in the case of termination of such employment
by the Company for Cause (as defined in paragraph 11 below), termination of
such employment by you





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Mr. Marcelo Girotti
March 25, 2003
Page 5

for Good Reason (as defined in paragraph 11 below) and
so long as the Company is in compliance with its obligations in paragraph 11
below, or any other case of termination pursuant to which the Company is paying
to you the termination compensation (or other amounts) set forth in paragraph
11 below, for one (1) year thereafter, you will not, directly or indirectly, or
as a partner, shareholder, lender, officer, director, trustee, employee, agent,
consultant or member of any person, firm or corporation, or otherwise, enter
into the employ of, render or otherwise engage (i) in any business activities
which are the same or similar to any of the business activities of the Company,
or (ii) in any consulting or advising regarding any activities of the Company
or about any aspect of any existing or contemplated agreement with the Company
for any person or entity that is, or has been at any time in the prior twelve
(12) months, a customer of the Company or a person or entity which has
contacted, or been contacted by, the Company regarding any potential services
which the Company might provide such person or entity. The foregoing
limitations shall not be deemed to prohibit you from acquiring as a passive
investment not more than five percent (5%) of the capital stock of a competing
business, which stock is traded on a national securities exchange or the
over-the-counter market, but only if such investment is made in the context of
managing your or your familys personal investments, and only so long as your
personal investments (including such aforementioned passive investments) do not
substantially interfere with the performance of your responsibilities as
Executive Vice President, Products and Marketing, of the Company.

You hereby covenant and agree that during the period of your employment
with the Company and for one (1) year thereafter, you will not, directly or
indirectly, or as a partner, shareholder, officer, director, trustee, employee,
agent, consultant or member of any person, firm or corporation, or otherwise:
(i) solicit any customer of the Company; (ii) directly or indirectly attempt to
induce any vendor, customer or supplier of or to the Company to terminate such
persons relationship with the Company; or (iii) solicit, by way of offering an
employment or consulting opportunity or otherwise, employees of the Company or
otherwise hire, induce or seek to induce any employee of the Company or any of
the Companys subsidiaries to leave such employment; provided,
however, the restrictions in this clause (iii) shall not apply to such
hiring or inducement of any employee if the employees employment with the
Company has been terminated by the Company prior to such hiring or inducement.

You hereby covenant and agree that during the period of your employment
with the Company and, in the case of termination of such employment by the
Company for Cause (as defined in paragraph 11 below), termination of such
employment by you for





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Mr. Marcelo Girotti
March 25, 2003
Page 6

Good Reason (as defined in paragraph 11 below) or any
other case of termination pursuant to which the Company is paying to you the
termination compensation (or other amounts) set forth in paragraph 11 below,
for one (1) year thereafter, you will not, directly or indirectly, or as a
partner, shareholder, officer, director, trustee, employee, agent, consultant
or member of any person, firm or corporation, or otherwise be employed by, or
render consulting or advisory services to, any corporation, partnership or
other entity if your knowledge or expertise during the course of such
employment or consulting or advisory services would be used to solicit
customers of the Company.

11.     In consideration for your agreements and compliance with the
obligations set forth in paragraphs 8 through 10 above:

(a)   subject to subparagraph (b) below, in the event that your employment
with the Company is terminated by the Company other than for Cause (as defined
below) or by you for Good Reason resulting from a decrease in your salary as
set forth in clause (c) of the definition of Good Reason below, then (i) you
shall be entitled to receive as severance a lump sum consisting of 100% of your
then existing annual base salary, and (ii) all unvested Options and Restricted
Stock shall vest immediately; or

(b)   in the event that your employment with the Company is terminated by
you for Good Reason resulting from a failure by the Compensation Committee to
grant you the Option with an exercise price per share of no greater than
U.S.$15.00 as set forth in clauses (a) and (b) of the definition of Good
Reason below or by the Company other than for Cause before the Option, with an
exercise price per share of no greater than U.S.$15.00, has been approved by
the Compensation Committee, then (i) you shall be entitled to receive as
severance a lump sum consisting of 500% of your then existing annual base
salary, and (ii) all unvested Options and Restricted Stock shall vest
immediately.

Notwithstanding anything to the contrary set forth in this letter
agreement, you will be entitled to all amounts required by applicable law to be
paid to you upon termination of employment for any reason whatsoever, and all
amounts so payable shall be deducted from the amounts owing to you pursuant to
this paragraph 11, with the result that you shall receive on an aggregate basis
the greater of (i) the amounts set forth in this paragraph 11 and (ii) the
amounts payable pursuant to applicable law

For the purpose of this letter agreement, the following terms shall have
the following meanings:





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Mr. Marcelo Girotti
March 25, 2003
Page 7

"Cause shall mean: (a) your grossly negligent conduct or willful
misconduct in connection with the execution of your duties hereunder that
causes material and demonstrable injury to the Company or the Companys
reputation, continuing thirty (30) days after written notice by the Chairman of
the Board to you of the need to cure; (b) your willful failure or refusal to
perform in any material respect your duties hereunder, provided the
nonperformance continues uncorrected for a period of thirty (30) days after
written notice thereof by the Chairman of the Board to you; (c) your breach of
any material term or condition of this letter agreement (including, but not
limited to, the provisions of paragraphs 8 and 10, which, in all events shall
be deemed to be material terms and conditions of this letter agreement); (d)
your willful dishonesty, fraud, alcohol or illegal drug abuse, or misconduct
with respect to the business or affairs of the Company which, in each case,
adversely affects the operations, prospects or reputation of the Company; or
(e) your conviction of a felony or other crime involving moral turpitude. Any
determination of Cause, and of your cure of the matters referred to in
clauses (a) and (b) above shall be determined by the Compensation Committee.

"Good Reason shall mean the continuance of any of the following
after thirty (30) days prior written notice by you to the Company specifying
the basis for your having Good Reason to terminate your employment: (a)
failure by the Compensation Committee to approve the Option, (b) failure of the
Compensation Committee to approve the Option with an exercise price per share
of no greater than U.S.$15.00, provided, however, that in both
cases you shall not be entitled to give notice of such failure under this
paragraph 11 until at least 30 days after the Commencement Date, or (c)
reduction of your base salary as set forth in paragraph 2 above.

12.     Withholding. All amounts payable to you pursuant to this
letter agreement shall be paid subject to such reporting and withholding
requirements, if any, as may be imposed by applicable law and applicable
Company policy.

13.     Severability. It is the intention of the Company and you that
the provisions of this letter agreement shall be enforceable to the fullest
extent permitted under applicable law, and that the unenforceability of any
provision or provisions hereof, or any portion thereof, shall not render
unenforceable or otherwise impair any other provisions or portions thereof. If
any provision of this letter agreement is determined by a court of competent
jurisdiction to be unenforceable, void or invalid in whole or in part, this
letter agreement shall be deemed amended to delete or modify, as necessary, the
offending provisions or portions thereof and to alter the bounds thereof,
including specifically, any time, place and manner restrictions contained in
any of the restrictive





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Mr. Marcelo Girotti
March 25, 2003
Page 8

covenants contained herein, in order to render it valid
and enforceable. In any event, the balance of this letter agreement shall be
enforced to the fullest extent possible without regard to such unenforceable,
void or invalid provisions or part thereof.

14.     Acknowledgment. YOU ACKNOWLEDGE THAT, BEFORE SIGNING THIS
LETTER AGREEMENT, YOU HAVE BEEN GIVEN AN OPPORTUNITY TO READ IT, CAREFULLY
EVALUATE IT, AND ASK ANY QUESTIONS YOU MAY HAVE HAD REGARDING IT OR ITS
PROVISIONS. YOU ALSO ACKNOWLEDGES THAT YOU HAD THE RIGHT TO HAVE THIS LETTER
AGREEMENT REVIEWED BY AN ATTORNEY OF YOUR CHOOSING AND THAT THE COMPANY GAVE
YOU A REASONABLE PERIOD OF TIME TO DO SO IF YOU SO DESIRED.

15.     Governing Law. The validity and effect of this letter
agreement and the rights and obligations of the parties hereto shall be
construed and determined in accordance with the internal laws of the State of
Delaware, United States of America, without regard for any provisions thereof
as to conflict of laws. The parties hereto submit to the exclusive
jurisdiction of the federal and state courts located in Delaware in connection
with any suit, action or proceeding arising out of or based on this letter
agreement.

16.     Continuing Obligations. Except as otherwise indicated, the
obligations of this letter agreement shall continue notwithstanding the
termination of your employment.

*       *       *





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Mr. Marcelo Girotti
March 25, 2003
Page 9

Please acknowledge your acceptance of this offer of employment by
executing both copies of this letter and returning one copy to the Company.
Upon receipt by the Company of a fully executed copy, this offer of employment
shall become a binding agreement between you and the Company.



| | Sincerely,
| | ----------



| | IMPSAT FIBER NETWORKS, INC.
| | ---------------------------



| | By:
| | ---

Accepted and Agreed:

Marcelo Girotti