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                                                                   EXHIBIT 10.1



                                                     August  21, 2002

Mr. Gustavo Benejam
8185 Twin Lake Drive
Boca Raton, FL 33496


                   SEPARATION AGREEMENT AND RELEASE OF CLAIMS


Dear Mr. Benejam:

         This letter will serve as confirmation that your employment with
America Online Latin America, Inc. ("AOLA", together with any successors,
subsidiaries, merged entities, parent entities and their respective affiliates,
collectively the "Company") will end as set forth in this letter. This
Separation Agreement and Release of Claims ("Agreement"), upon your signature,
will constitute the complete agreement between you and the Company regarding the
terms of your separation of employment.

1.       Subject to paragraph 3A, your employment with the Company will cease at
         the close of business on September 30, 2003 (the "Separation Date") on
         the terms and conditions set forth in this Agreement. Effective at the
         close of business on September 30, 2002 (the "Trigger Date"), you will
         cease to perform your regular duties for the Company, you shall no
         longer have authority to bind the Company and you shall not hold
         yourself out to third parties as having such authority; provided, that
         you shall perform duties for the Company after the Trigger Date from
         time to time if and as reasonably requested by the Company until the
         close of business on the Separation Date, subject to your availability.

2.       You will continue to be paid your salary (at the current annual rate)
         and be provided with the Company's standard benefit package (including
         health benefits, life insurance, continued participation in stock
         option plans with respect to stock options granted to you prior to the
         date hereof and participation in the Company's 401(k) plan) through the
         Separation Date. To the extent not covered by the Company's current
         health plan, the Company will reimburse you for the reasonable
         out-of-pocket cost of your regular executive physical examination for
         2002 and 2003. The last salary payment, together with payment for
         accrued and unused vacation (you will continue to accrue, through the
         Separation Date, vacation days at the rate



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         of four weeks per year, subject to proportional reduction pursuant to
         paragraph 3A) through the Separation Date, will be made on or before
         the next regularly scheduled pay date following the Separation Date.
         The Company acknowledges that as of the date hereof, you have 19
         accrued and unpaid vacation days. In addition, you will be paid, on
         January 3, 2003 with respect to fiscal year 2002, 100% of the annual
         bonus for which you were eligible for fiscal year 2002, which is an
         amount equal to $167,500. You will not be eligible for any bonus for
         any period following fiscal year 2002. You will not be entitled to
         receive any additional stock options following the date hereof.
         Applicable payroll deductions and appropriate tax withholdings will be
         made from all salary and other payments made pursuant to this
         paragraph.

3.       Your health benefits will continue through the Separation Date. With
         respect to the Consolidated Omnibus Budget Reconciliation Act
         ("COBRA"), your COBRA period will begin on the day following the
         Separation Date. You will receive separate information regarding your
         option to continue, at your expense under COBRA, health benefits after
         the Separation Date. All other benefits will terminate on the
         Separation Date.

3A. At any time during the term of this Agreement, you will have the option to
notify the Company (the "Acceleration Notice") that you have elected for the
Separation Date to occur on a date (the "Accelerated Date") specified in the
Acceleration Notice, which date shall be not less than 15 business days
following the date of the Acceleration Notice. If you give the Acceleration
Notice, you will be entitled to receive a lump sum payment equivalent to the
aggregate amount of salary that would have been payable to you from the date of
the Acceleration Notice through the original Separation Date (together with
payment for accrued and unpaid vacation days as described in paragraph 2), and
the Accelerated Date shall immediately become the Separation Date for all other
purposes of this Agreement. The lump sum payment will be made on the Accelerated
Date. Except as provided in this paragraph 3, the giving of the Acceleration
Notice will not modify or effect the validity of this Agreement.

4.       Prior to your departure from work on the Trigger Date, you must return
         to the Company all the Company property in your possession, including,
         but not limited to, keys, pagers, and the original and all copies of
         any written, recorded, or computer-readable information about Company
         practices, procedures, trade secrets, customer lists, or product
         marketing associated with the Company's online services business;
         provided, that you may retain following the Separation Date your
         cellular phone and your laptop computer (after all Company confidential
         information has been removed from the hard drive). As provided in
         AOLA's Confidential Information, Non-Competition and Proprietary Rights
         Agreement which you signed dated June 18, 2000 (the "NDA"), you have
         agreed not to disclose to others information about the Company's
         practices, procedures, trade secrets, customer lists, or product
         marketing, except as required by law, and that agreement remains in
         full force and effect, and shall remain in full force and effect
         following your separation from the Company. In addition, (i) upon your
         request, and subject to the applicable policies of Sprint PCS, the
         Company will transfer into your name the cellular telephone number and
         account with Sprint


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         PCS currently attributed to you, provided that you will then be
         financially responsible for such account and (ii) you will be entitled
         to keep your AOL screennames and AOL account (subject to the terms of
         service and other terms and conditions that may be imposed by AOL,
         Inc.), provided that you will then be financially responsible for such
         account.

5.       In addition, the services of Drake Beam Morin, a professional
         outplacement and counseling firm, will be provided to you, at the
         Company's expense, through March 31, 2003, to assist you in securing
         other employment.

6.       The agreement of the Company to extend your employment past the Trigger
         Date and to agree to pay you your full bonus with respect to fiscal
         year 2002 as set forth above are being offered solely in consideration
         for your release of claims, as set forth in Paragraph 7, your
         compliance with the terms of this Agreement and your continued
         compliance with the NDA as set forth above. Such agreements are not,
         and should not be construed as, an admission of any kind whatsoever by
         the Company, and the Company denies it has engaged in any wrongdoing
         against you.

7.       In consideration of the Company's agreement as stated above, you agree
         to discharge and release unconditionally the Company, ADP TotalSource
         (as co-employer), their successors and their respective predecessors,
         subsidiaries, affiliates, related entities, merged entities and their
         parent entities, and their respective officers, directors,
         stockholders, employees, benefit plan administrators and trustees,
         agents, attorneys, insurers, representatives, affiliates, successors
         and assigns (the "Releasees") from any and all claims, actions, causes
         of action, demands, obligations or damages of whatever nature, whether
         known or unknown to you, which you ever had or now have upon or by
         reason of any matter, cause or thing, up to and including the day on
         which you sign this Agreement, arising from your employment with the
         Company and separation of your employment with the Company or
         otherwise, including any claim arising out of or related to any stock
         options held by you or granted to you by the Company which are
         scheduled to vest subsequent to your Separation Date (all of the
         foregoing, collectively "Claims"). The Claims you are waiving include,
         but are not limited to, any and all claims arising out of or related to
         or under: the employment letter between you and the Company dated
         February 28, 2000, any stock options held by you or granted to you by
         the Company which are scheduled to vest subsequent to your Separation
         Date; the Employee Retirement Income Security Act; Title VII of the
         Civil Rights Act of 1964, as amended; the Americans with Disabilities
         Act; the Age Discrimination in Employment Act; the Fair Labor Standards
         Act; the Worker Adjustment and Retraining Notification Act (WARN), or
         similar statutes; the Fair Labor Standards Act; the Family Leave and
         Medical Act; the National Labor Relations Act; the Employee
         Retirement Income Security Act; 42 U.S.C. 1981; the Older Workers
         Benefits Protection Act; Chapter 760, Florida Statutes; Chapter 448,
         Florida Statutes; analogous federal, state and local laws, regulations,
         statutes or ordinances; any principle of common law; all claims for any
         type of relief from the Releasees, and any other federal, state and
         local claims, whether statutory or common law, and whether tort or
         contract. This release of claims does not affect any pending claim for


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         workers' compensation benefits, your vested rights, if any, in the
         Company's 401(k) plan, or your rights to exercise any and all Company
         stock options held by you that are exercisable as of your Separation
         Date during the applicable period of exercise and in accordance with
         all other terms of those options and the stock option plans, agreements
         and notices under which such options were granted. In addition, this
         Agreement is not intended to impair any rights, if any, to
         indemnification that you may have pursuant to the Company's
         organizational documents or insurance policies related to your duties
         as Officer or Employee of the Company.

8.       You agree to assist the Company, upon its reasonable request, in
         connection with any litigation, investigation or other matter arising
         out of or related to your service as an employee, officer, or director
         of the Company. The Company will reimburse you for the reasonable
         out-of-pocket costs incurred by you in rendering such assistance to the
         Company.

9.       You represent and agree that you have not filed any complaint or charge
         or lawsuit of any kind whatsoever against the Company with any other
         governmental agency or any court and you further represent and agree
         that you will not file or institute or participate in any litigation,
         award or judgment with any State or Federal court any time hereafter
         or, unless required by law or pursuant to Paragraph 8 above, testify or
         provide documents or information for or to any other person or entity
         with regard to any matter related to or arising out of your employment
         with the Company or the termination thereof, this Agreement or any
         matters released herein; provided, that this shall not limit you from
         filing a lawsuit for the purpose of enforcing your rights under this
         Agreement.

10.      You understand and agree that the terms of this agreement are
         confidential, and you agree not to disclose to others the terms of this
         Agreement, except as required by law or with the written consent of the
         Company, provided, however, that this paragraph does not preclude
         disclosure to your immediate family or for purposes of securing
         professional financial, tax or legal services, provided further that
         prior to making any such disclosure you will inform any such persons
         that this confidentiality clause is in effect and that they are bound
         by it.

11.      You agree not to make any untruthful remarks or statements about the
         Releasees and their respective officers, directors, employees or
         agents. You agree that this Agreement will be filed by the Company with
         the United States Securities and Exchange Commission.

12.      You agree that in the event you breach any of your obligations under
         paragraph 1, 4, 8, 9, 10 or 11 of this Agreement, the Company will be
         entitled to seek recovery or setoff of the full amount of the salary
         and bonus paid or to be paid to you following September 30, 2002.

13.      If the payments and benefits provided under this Agreement to you,
         either alone or with other payments and benefits, would constitute
         "excessive parachute payments" as defined in Section 280G of the
         Internal Revenue Code of 1986, as amended ("Code"), then the payments
         and other benefits under this Agreement shall be reduced to the extent
         necessary so



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         that no portion thereof shall be subject to the excise tax imposed by
         Section 4999 of the Code. Either you or the Company may request a
         determination as to whether the payments or benefits would constitute
         an excess parachute payment and, if requested, such determination shall
         be made by independent tax counsel selected by the Company and approved
         by you. At your election and to the extent not otherwise paid, you may
         determine the amount of cash and/or elements of non-cash fringe
         benefits to reduce so that such payments and benefits will not
         constitute excess parachute payments.


14.      This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida, with regard to any otherwise
         applicable principles of conflicts of law.

15.      If any portion of this Agreement should ever be determined to be
         unenforceable, it is agreed that this will not affect the
         enforceability of any other clause of the remainder of this Agreement.

16.      You understand that you have been given a period of 45 days to review
         and consider this Agreement and to consult with an attorney and other
         advisors of your choice before signing it. You further understand that
         you may use as much of this 45-day period as you wish prior to signing.
         You further acknowledge that you have received certain supplemental
         information, which constitutes the disclosure required to be provided
         under the Older Workers Benefit Protection Act.

17.      You may revoke this Agreement within seven (7) days of signing it.
         Revocation can be made by delivering written notice of revocation to
         America Online Latin America, Inc., 6600 N. Andrews Ave., Suite 400,
         Ft. Lauderdale, FL 33309, Attn: President. For this revocation to be
         effective, written notice must be received by the President of the
         Company no later than the close of business on the seventh day after
         you sign this Agreement. If you revoke this Agreement, it shall not be
         effective or enforceable and Employee will not receive the benefits
         described in this Agreement.


                                           Sincerely,



                                           /s/ Charles M. Herington
                                           --------------------------
                                           Charles M. Herington
                                           President and Chief Executive Officer
                                           America Online Latin America, Inc.



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By signing this letter, I acknowledge that I have had the opportunity to review
this agreement carefully with legal or other personal advisors of my own choice;
I understand that by signing this agreement I am releasing the Company from all
claims against it; that I have read this agreement and understand its terms;
that I have been given a reasonable period of time to consider its terms and
effect and to ask any questions I may have; and that I voluntarily agree to
them.



/s/ Gustavo Benejam                                         Dated: 8/23/02
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Gustavo Benejam



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