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                                                                    EXHIBIT 10.6

[AOL LOGO]



Sao Paulo, August 7, 2002

Banco Itau S. A.
C/O MR. MILTON MONTEIRO,
Rua Boa Vista, 176
Sao Paulo, SP, Brasil


         REF.: AGREEMENT FROM MEETING OF WEDNESDAY, JULY 17, 2002

Dear Milton,

First of all, we wanted to thank you for taking the time to meet with us on
Wednesday, as well as for providing us with a draft of the Itau/AOLA Marketing
Plan 2002 (the "2002 Plan"), which we are presently reviewing. While I believe
that we all agree that there is much work to be done, we look forward to
continuing to work closely with Banco Itau ("Itau") to make our business
partnership beneficial for both parties. It is our hope that the meeting on
Wednesday will provide a solid base for those continued efforts.

We also wish to memorialize the agreement we were able to reach at Wednesday's
meeting. Each of America Online Latin America and AOL Brasil Ltda. on the one
hand (together "AOLA") and Itau on the other hand agrees that, for the purposes
of the Strategic Interactive Services and Marketing Agreement between them dated
June 12, 2000 (the "Agreement"), the second Anniversary Date" will occur on
December 24, 2002 and all subsequent Anniversary Dates will be unchanged and
shall continue to occur on December 10th of each year.

In consideration of the extension of the second Anniversary Date, AOLA and Itau
each agree to meet and negotiate in good faith, during the period beginning on
the date of this letter and ending on August 24, 2002, among other things,
possible changes to certain measurements of performance under the Agreement and
to Itau's marketing activities. Additionally, during such period, Itau shall not
launch or otherwise engage in 2002 Plan.

AOLA and Itau each acknowledge that by this letter neither is waiving any rights
or remedies now or hereafter available to them under the Agreement. This letter
shall not amend or otherwise modify the Agreement in any way other than to
change the meaning of the term "second Anniversary Date." This letter is not
intended to constitute approval or disapproval of anything other than the change
in the "second Anniversary Date" described above.



 Av. Marginal do Rio Pinheiros, 5200-Ed. Philadelphia- Bloco B-1(0) e2(0)andares
                          CEP 05693-000 Sao Paulo - SP
                       Tel: 11-3759-7531 Fax: 11-3759-7477


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Thank you again for meeting with us on Wednesday. If you agree with the
foregoing, please so indicate on behalf of Itau by signing in the space provided
below and returning a signed copy of this letter to us.

Yours Faithfully,



/s/ Carlos Trostli                            /s/ Charles M. Herington
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AOL Brasil Ltda.                              America Online Latin America, Inc.

Carlos D. Trostli                             Charles Herington







Acknowledged and Agreed:


/s/ Milton Monteiro                            8/8/2002
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Banco Itau S.A.                                      Date
Milton Monteiro


 Av. Marginal do Rio Pinheiros, 5200-Ed. Philadelphia-Bloco B- 1(0) e2(0)andares
                          CEP 05693-000 Sao Paulo - SP
                       Tel: 11-3759-7531 Fax: 11-3759-7477