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                                                                    EXHIBIT 10.2



                                                     July 26, 2002

Mr. Javier Aguirre
3139 NW 63rd Street
Boca Raton, FL 33496


                   SEPARATION AGREEMENT AND RELEASE OF CLAIMS


Dear Mr. Aguirre:

         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.       Your employment with the Company will cease at the close of business on
         October 11, 2002 (the "Separation Date") on the terms and conditions
         set forth in this Agreement. Effective at the close of business on the
         Separation Date, you will cease to perform your 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. The
         obligations of the Company set forth in this letter are conditioned on
         your continuing to perform your duties through the Separation Date,
         your compliance with all other terms and conditions of this Agreement
         and your provision of a written acknowledgment (the "Acknowledgement")
         in form reasonably acceptable to the Company executed as of the
         Separation Date pursuant to which you will reiterate your agreement to
         the terms hereof.

2.       You will be paid a total severance amount equal to $181,537.50 (the
         "Severance Amount"); provided, that if you accept employment with AOL
         Time Warner Inc., the Cisneros Group of Companies, or any of their
         respective subsidiaries or other affiliates prior to July 11, 2003
         ("Alternative Employment"), then the Severance Amount shall be
         $121,025. The Severance Amount will be paid in equal monthly
         installments, with the first monthly payment to be paid on November 18,
         2002, and the other installments to be paid on the monthly
         anniversaries


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         thereof. In addition, you will be paid, on or prior to the date on
         which bonuses are paid generally to Company employees 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 $121,025ou will not
         be eligible for any bonus for any period following December 31, 2002.
         In addition, you shall be entitled to be paid, at the same time that
         each installment of the Severance Payment is made, an additional amount
         equal to 4% of each such the installment of Severance Payment being
         paid. Applicable deductions and tax withholdings will be made from all
         payments made pursuant to this paragraph. In addition, to the extent
         you agree to enter into a Consulting Agreement on terms and conditions
         satisfactory to the Company, the Company will request the Compensation
         Committee of the Board of Directors of the Company to approve your
         continued participation in the Company's 2000 Stock Plan in accordance
         with the terms of the plan and the stock option agreements, with
         respect to those stock options that have been granted to you as of the
         date of this Agreement (and you shall not be entitled to receive any
         additional stock option grants). You understand and agree that neither
         the Company nor any of its directors or officers shall have any
         liability to you if the Compensation Committee declines to provide such
         approval.

3.       Your benefits will continue through the Separation Date. With respect
         to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), your
         COBRA period will begin on October 19, 2002. You will receive separate
         information regarding your option to continue, under COBRA, health
         benefits after the Separation Date. To the extent and for so long (up
         to nine months or, if you accept Alternative Employment, then six
         months, following the Separation Date) as you elect to continue health
         benefits under COBRA, the Company will reimburse you for the premiums
         you pay under COBRA. In addition, to the extent that you elect to
         continue the current life insurance coverage in your name following the
         Separation Date, the Company will reimburse the premiums for such
         insurance for a period of up to nine months following the Separation
         Date. All other benefits will terminate on the Separation Date.

4.       Prior to your departure from work on the Separation 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 26, 1999 (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.



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5.       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 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.

6.       The agreement of the Company to agree to pay you the Severance Amount
         and your full bonus with respect to fiscal years 2002, and to enter
         into a separate consulting agreement (which facilitates your
         eligibility to continue under the Company's stock option plan, as
         described above) are being offered solely in consideration for your
         release of claims, as set forth in Paragraph 7, your execution and
         delivery of the Acknowledgment, your compliance with 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: any stock options held by you or granted to you by the
         Company which are scheduled to vest subsequent to your Separation Date;
         Title VII of the Civil Rights Act of 1964, as amended; the Employee
         Retirement Income Security Act; 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
         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


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         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.

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 Severance
         Payment, bonus and other amounts paid or to be paid to you following
         October 18, 2002.

13.      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.

14.      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.



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15.      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.

16.      You make 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.





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/ Javier Aguirre                                    Dated: 7/26/02
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Javier Aguirre



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