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                                                                    EXHIBIT 10.4


                             AOL Latin America, Inc.
                         6600 N. Andrews Ave., Suite 400
                            Ft. Lauderdale, FL 33309


                                  July 26, 2002



Mr. Osvaldo Banos
Liniers 2456, (1642) San Isidro
Buenos Aires, Argentina.
obanos@groupgemini.com


Dear Mr. Banos:

Congratulations! America Online Latin America, Inc. ("AOLA" or "Company") is
pleased to offer you the positions of Executive Vice President and Chief
Financial Officer of the Company. In addition, you will be appointed "Gerente"
and Executive Vice President of AOL Argentina S.R.L. ("AOL Argentina") in
accordance with Section 157 of Argentine Act 19,550 (Ley de Sociedades
Comerciales), under no employment agreement. Your employment and appointments
will be for the periods and on the terms and conditions set forth below. In all
cases, you will report to Mr. Charles Herington, Chief Executive Officer of
AOLA.

You will be appointed as Gerente and Executive Vice President of AOL Argentina
as of August 5, 2002 (the "Argentina Start Date"), and you will cease to hold
those positions on the date on which the approval of the Company's visa petition
on your behalf is obtained and you submit to the Company proof satisfactory to
the Company of your eligibility to work in the United States (the "U.S. Start
Date"). As of the U.S. Start Date, you will become the Executive Vice President
and Chief Financial Officer of the Company; provided, that if the U.S. Start
Date is prior to October 12, 2002, you will become the Chief Financial Officer
of the Company on October 12, 2002.

Your base compensation, calculated on an annual basis, will be $300,000, less
applicable withholdings. Prior to the U.S. Start Date, your compensation will be
paid by AOL Argentina.

You will be eligible to participate in the Management Incentive Plan with a
prorated (for a partial fiscal year, measured from the Argentina Start Date)
target bonus of 50% of your base pay if you and the Company meet the established
performance objectives, which are currently being finalized and will be
communicated to you as soon as they have been finalized. Note that the Company
may modify or eliminate its bonus programs at any time. In addition, AOL
Argentina or the Company will accord you a special bonus of $150,000 for
services rendered during the period from the Argentina Start Date through
December 31, 2002. This special bonus will pertain to services performed during
this period and will be paid on or prior to December 31, 2002.


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You will also be granted an option to purchase 250,000 shares of AOLA common
stock, subject to Board of Director approval, vesting equally on an annual
basis, over a four (4) year period beginning on the Argentina Start Date. Your
grant date will be the Argentina Start Date, and your exercise price will be the
Fair Market Value on that date which is determined by the closing sale price of
the stock on the NASDAQ on that day. If the Argentina Start Date is a
non-trading day, then your grant date and price will the previous NASDAQ trading
day.

AOL Argentina and the Company offer generous benefits package, including health,
disability, and life insurance. You and your family members will be eligible to
participate in the full range of AOL Argentina's (until the U.S. Start Date) and
the Company's (following the U.S. Start Date) benefits in accordance with their
respective current eligibility requirements. It will be necessary for you to
make benefit elections within 30 days of the Argentina Start Date and the U.S.
Start Date, as applicable. If you do not make an election within the designated
timeframe, you will be enrolled into the benefits default plan with any
associated costs. Employee and Gerente benefits are subject to change at the
sole discretion of AOL Argentina and the Company.

To facilitate your transition from AOL Argentina to AOLA, we are pleased to
offer you the standard AOLA relocation package. To be eligible for
reimbursement, relocation expenses must be supported with documentation and must
be reasonable in relation to the expense category. All amounts paid to you for
reimbursement of relocation expenses will be appropriately reported on your W-2
as either taxable or non-taxable income. If, prior to the one-year anniversary
of the Argentina Start Date, you voluntarily leave your position of Gerente or
Executive Vice President of AOL Argentina or Executive Vice President or Chief
Financial Officer of the Company, you will be required to pay to the Company the
amount of $145,000, as reimbursement of the costs that you and the Company
estimate will be incurred by the Company. This amount is to be paid as
liquidated damages, and not as a penalty, regardless of whether the actual
amount of the costs are greater or less than $145,000.

Until the U.S. Start Date, you will be based in the offices of AOL Argentina in
Buenos Aires, Argentina. Following the U.S. Start Date, you will be based in the
Company's headquarters in Ft. Lauderdale, Florida. You also agree that neither
AOL Argentina nor the Company has any, and does not assume any, responsibility
or liability relating to tax, immigration or otherwise that may exist or arise
with respect to your prior employment or residence in the United States.

In addition, as a condition of your employment, you are required to sign an
Agreement to Preserve Confidentiality, Non-Competition and Proprietary Rights,
which you will find enclosed. Please bring an executed copy of this agreement
with you on your first day of employment. Each employee is also required to
comply with the Company's Standards of Business Conduct (SBC) and you will be
asked to sign the SBC within your first two weeks of employment.

The services rendered to AOL Argentina as a "Gerente" and Executive Vice
President are for an indefinite term, and your employment with the Company is
at-will, meaning that you, AOL Argentina or the Company may remove you from your
position or terminate the employment at any time but not before December 31,
2002, for any reason not prohibited by law, with or without prior notice. This
may occur before any particular stock vests or any particular compensation
becomes due to you, at which time, you will not be entitled to any further
stock,


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compensation or other benefits, except as required by law or confirmed in
writing at the time of your departure. Nothing in the offer is intended to
create a contract for employment or guarantee of continued employment with AOL
Argentina or the Company. This at-will relationship may not be modified except
by individual written agreement signed by you and an officer of AOL Argentina or
the Company, as applicable. AOL Argentina and the Company reserve the right to
change the terms and conditions of your position with AOL Argentina or of your
employment with the Company at any time for any reason not prohibited by law,
with or without notice to you.

This letter constitutes the full terms and conditions of your position with AOL
Argentina and your employment with the Company. It supersedes any other oral or
written promises that may have been made to you.

This offer is contingent upon satisfactory completion of a pre-employment
background investigation. This background investigation will consist of a social
security number confirmation; verification of previous employment; verification
of education (if application states that a degree was completed); and a criminal
background investigation. All information related to these items should have
been disclosed on your application. If the results of the pre-employment
background check are not satisfactory, or it is found that you falsified or did
not disclose relevant information on your application, AOL Argentina and the
Company reserve the right to withdraw this offer, remove you from your position
or terminate your employment.

If you agree to accept this offer, please sign and date one copy of this letter
and return it to me at your earliest convenience. We hope that your designation
as "Gerente" of AOL Argentina and your employment with the Company will prove to
be exciting and beneficial for both you and us and we look forward to having you
aboard. If you have any questions, please do not hesitate to contact Gabriel
Sander, our Director of Human Resources, in our Mexico City office at (5255)
5284 6887 or by email at GabrielSander@aol.com.


Sincerely,

/s/ Charles Herington

Charles Herington
President and Chief Executive Officer
America Online Latin America, Inc.





ACCEPTED:  /s/ Osvaldo Banos   DATE:  7/26/02
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