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                                                                   EXHIBIT 10.11


                       AMERICA ONLINE LATIN AMERICA, INC.
                        6600 N. Andrews Avenue, Suite 500
                            Fort Lauderdale, FL 33309




                            As of September 24, 2002



Turner Broadcasting System Latin America, Inc.
101 Marietta Street
9th Floor
Atlanta, Georgia 30303-2774

Re: Amendment of Memorandum of Agreement

Ladies and Gentlemen:

         This letter ("Amendment Letter") confirms the agreement between America
Online Latin America, Inc. ("AOLA") and Turner Broadcasting System Latin
America, Inc. ("Turner") to amend that certain Memorandum of Agreement, dated as
of June 6, 2000, between AOLA and Turner (the "MOA"). AOLA and Turner may be
referred to herein individually as a "Party" and together as the "Parties."
Capitalized terms used herein but not otherwise defined shall have the meaning
given such terms in the MOA.

         AOLA and Turner hereby agree as follows:

         1.       Sections 2 and 3. The Parties agree that from the date hereof
through December 31, 2002 (the "Original Termination Date"), they shall each
negotiate in good faith to amend the economic and programming elements of
Sections 2 and 3 of the MOA and to extend the effectiveness of such Sections (as
modified by the Parties) through the Amended Termination Date (as defined
below). In the event the Parties are unable to agree on such modifications
within the period specified, Sections 2 and 3 of the MOA shall terminate as of
the Original Termination Date, as provided for under paragraph 3 below. Any
agreement between the Parties with respect to extension and modification of
Sections 2 and 3 would be set forth in a separate amendment to the MOA.

         2.       Section 4(a). Turner acknowledges and agrees that as of the
date hereof AOLA and its affiliates have purchased a total of US$1,514,000 in
advertising from Turner Properties in Latin America. The Parties agree that the
obligations of the Parties under Section 4(a) of the MOA shall be modified as
follows:

         (a)      The balance of AOLA's US$3,000,000 purchase commitment, which
                  as of the date hereof is equal to US$1,486,000 shall be paid
                  by AOLA to Turner in accordance with the following schedule:
                  US$495,333 on or before September 30, US$495,333 on or before
                  October 15, 2002 and US$495,333 on or before December 1, 2002.


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         (b)      AOLA will have the right to apply the amounts paid under
                  paragraph (a) above toward the purchase of advertising on
                  Turner Properties in Latin America from the date hereof
                  through the Amended Termination Date (as defined below). Such
                  purchases shall be made in accordance with the following
                  chart, subject to permitted country/date variances of +/-5%.

<TABLE>
<CAPTION>
             (Amounts in Chart in US$000's other than Split which is in %)
           AOLA Investments in Turner ($K)   2002    2003      2004    Total
          -------------------------------  -------  ------    -----   ------
          <S>                              <C>      <C>       <C>     <C>
                   Brazil                   275.8   275.8     191.4    743.0
                   Mexico                   275.8   275.8     191.4    743.0
                   Argentina                 0.0     0.0       0.0      0.0
                  Total Latin America       551.6   551.6     382.8   1486.0
          -------------------------------   ------  -----     -----   ------
                  Split(%)                   37.1    41.6      21.3    100.0
          ===============================   ======  =====     =====   ======
</TABLE>

                  The rates charged to AOLA for the above purchases shall be the
                  preferred rates established in Section 4(a) of the MOA. The
                  value of the advertising purchased by AOLA shall be calculated
                  on a monthly, country-by-country basis by taking the total
                  cost in local currency of the advertisements delivered in a
                  particular country in a particular month and converting the
                  total cost into US Dollars at the average exchange rate
                  reported in the Currency Exchange rate table in the Wall
                  Street Journal (eastern edition) during the applicable month.

         (c)      In addition to the advertising provided for under paragraph
                  (b) above, Turner shall provide to AOLA additional advertising
                  at no cost to AOLA in an amount equal to no less than
                  US$490,380 ("Bonus Advertising"). The Bonus Advertising shall
                  be used by AOLA solely for running direct response commercials
                  which shall include a toll-free phone number for viewers to
                  call and register for an AOLA Service. The rates applied to
                  the Bonus Advertising shall be the preferred rates established
                  in Section 4(a) of the MOA. Turner shall determine at what
                  times and on what Turner Properties in Latin America the Bonus
                  Advertising will be delivered; provided, that the Bonus
                  Advertising may not be delivered during between the hours of
                  12:01AM and 6:00AM, unless otherwise approved by AOLA. Bonus
                  Advertising up to US$490,380 shall be delivered over the same
                  time frame and in substantially the same proportions as the
                  advertising covered under paragraph (b) above; provided,
                  however, that in the event Turner has insufficient advertising
                  inventory to deliver such Bonus Advertising within the
                  specified time frame, Turner shall be given up to an
                  additional six (6) months to deliver such Bonus Advertising.
                  Bonus Advertising in excess of US$490,380, shall be delivered
                  over the time frame and in such countries as determined by
                  Turner in its sole discretion; provided that such Bonus
                  Advertising must be delivered during the Term and within one
                  of the countries specified in paragraph (b) above.
                  Notwithstanding the foregoing, AOLA shall have the right to
                  require that Turner discontinue the delivery of Bonus
                  Advertising in a particular country in the event that the AOLA
                  Service in such country ceases or substantially discontinues
                  it operations in such country. AOLA will obtain a special
                  toll-free phone for purposes of tracking the number of New
                  Members (as defined below) generated pursuant to the Bonus
                  Advertising.



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         (d)      AOLA's applicable local affiliate will pay Turner's applicable
                  local affiliate a one-time fee (as specified in the chart
                  below) for each for each New Member(1) acquired through the
                  Bonus Advertising.

<TABLE>
<CAPTION>
                  -------------------- -------------------------------------- ---------------------------------------
                                       PAYMENT FOR QUALIFIED                  PAYMENT FOR QUALIFIED
                  AOLA                 UNLIMITED HOURS MEMBER(2)              ARGENTINA UNBUNDLED MEMBER(3)
                  SERVICE
                  -------------------- -------------------------------------- ---------------------------------------
                  <S>                  <C>                                    <C>
                  Brazil               50 Brazilian Reais                     N/A
                  -------------------- -------------------------------------- ---------------------------------------
                  Mexico               200 Mexican Pesos                      N/A
                  -------------------- -------------------------------------- ---------------------------------------
                  Argentina            50 Argentine Pesos                     50 Argentine Pesos
                  -------------------- -------------------------------------- ---------------------------------------
</TABLE>
                  The amounts payable to Turner's local affiliates hereunder
                  shall at no time be less than the amounts payable by AOLA's
                  applicable local affiliates to other marketing partners for
                  Qualified Unlimited Hours Members and Qualified Argentina
                  Unbundled Members acquired through the broadcast of direct
                  response commercials on cable television channels on
                  substantially the same terms as those set forth in this
                  Amendment Letter. For the avoidance of doubt, the foregoing
                  sentence shall not apply to any marketing partner incurring
                  additional costs or to commercials run on broadcast television
                  channels. AOLA's local affiliates shall pay the amounts
                  provided for in this paragraph (d) to Turner's local
                  affiliates on a quarterly basis, within thirty (30) calendar
                  days of their receipt of an invoice therefor from the
                  applicable Turner local affiliate. After expiration or
                  termination of this Agreement, AOLA's local affiliates will
                  continue to make payments to Turner hereunder with respect to
                  registrations which occur within ten (10) calendar days after
                  the date on which the last of the Bonus Advertising is
                  delivered in the applicable territory; provided, however, that
                  if the MOA is terminated by AOLA pursuant to Section 11 of the
                  MOA as a result of a breach of the MOA by Turner, AOLA's local
                  affiliates shall not have the obligation to pay such bounty
                  fees after such termination date. AOLA shall provide Turner
                  with quarterly reports no later than fifteen (15) calendar
                  days after the end of each quarter setting forth in reasonable
                  detail the payments which accrued under this paragraph (d)
                  during the preceding quarter, and the basis upon which such
                  amounts were calculated by AOLA. Turner shall provide AOLA
                  with monthly reports no later than fifteen (15) calendar days
                  after the end of each month setting forth in reasonable detail
                  the dates, times and channels on which the Bonus Advertising
                  was broadcast during the preceding month and forecasts
                  regarding the dates, times and channels on which the Bonus
                  Advertising will be broadcast in the current month. Turner
                  agrees that AOLA shall have the right at any time and at its
                  sole discretion to change or discontinue the pricing plans
                  offered to members of the AOLA Services; provided that no

------------------
1 "New Member" shall mean a Qualified Unlimited Hours Member or a Qualified
Argentina Unbundled Member.

2 "Qualified Unlimited Hours Member" shall mean any person or entity who
registers for an AOLA Service in Brazil, Mexico or Argentina pursuant to the
Bonus Advertising and who pays on a timely basis the then-standard full retail
price required for premium unlimited hours membership to such service through at
least two (2) consecutive billing cycles after any billing cycles where such
person or entity was not responsible for paying for the service.


3 "Qualified Argentina Unbundled Member" shall mean any person or entity who
registers for the AOLA Service in Argentina pursuant to the Bonus Advertising
and who pays on a timely basis the then-standard full retail price required for
unlimited hours (without customer service) membership to such service through at
least four (4) consecutive billing cycles after any billing cycles where such
person or entity was not responsible for paying for the service.



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                  AOLA Service may discontinue offering its premium unlimited
                  hours membership unless such Service ceases operations.

         3.       Section 5. The Parties agree that Section 5 of the MOA shall
                  be amended to provide that the MOA will expire on December 31,
                  2004 (the "Amended Termination Date"); provided that Sections
                  2, 3 and 4(b) through 4(f) of the MOA shall terminate as of
                  the Original Termination Date (as defined in paragraph 1
                  above). The foregoing amendment shall not relieve either Party
                  from fulfilling their respective obligations under Sections 2,
                  3 and 4(b) through 4(f) of the MOA on or before the Original
                  Termination Date.

         4.       Order of Precedence. This Amendment Letter is supplementary to
                  and modifies the MOA. The terms of this Amendment Letter
                  supersede provisions in the MOA only to the extent that the
                  terms of this Amendment Letter and the MOA expressly conflict.
                  Nothing in this Amendment Letter should be interpreted as
                  invalidating the MOA generally, and provisions of the MOA will
                  continue to govern relations between the parties insofar as
                  they do not expressly conflict with this Amendment Letter.

         5.       Counterparts. This Amendment Letter may be executed in any
                  number of counterparts, each of which shall be deemed an
                  original. Delivery of executed signature pages hereof
                  by facsimile transmission shall constitute effective
                  and binding execution and delivery hereof.

         If this Amendment Letter accurately sets forth your understanding of
our agreement, please indicate such agreement by signing a copy of this letter
where indicated below and returning a copy of the same to me.

                                              AMERICA ONLINE LATIN AMERICA, INC.


                                              By:   /s/ Eduardo Hauser
                                                 ----------------------------
                                                 Name: Eduardo Hauser
                                                 Title: Vice President


ACKNOWLEDGED AND AGREED:


TURNER BROADCASTING SYSTEM LATIN AMERICA, INC.


By:      /s/ Juan Carlos Urdaneta
    ----------------------------------------
      Name:  Juan Carlos Urdaneta
       Title:  President



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