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                                                                   EXHIBIT 10.22

                                 AMERICA ONLINE

                                 LATIN AMERICA

February 23, 2000

John Gardiner
1410 Ancona Ave
Coral Gables, FL 33143

Dear John:

America Online Latin America Management LLC. (the "Company") is pleased to offer
you the position of VP, BUSINESS DEVELOPMENT reporting to the CHIEF EXECUTIVE
OFFICER.

Your compensation will be $6,539.39 semi-monthly, less applicable withholdings,
which if calculated on a yearly basis is $156,945.36. In addition you will
participate in the Company's management incentive plan at 35% of your base
annual salary. You will also be granted an option to purchase 275,000 shares of
AOL Latin America common stock (subject to Board of Director approval), vesting
equally on an annual basis, over a four (4) year period. The option exercise
price will be based on the initial public offering price of AOL Latin America.

Per the terms of the AOL Inc. 1992 Stock Plan, under which you were granted
options to purchase shares of common stock, your schedule of vesting as
established at the time of grant will continue without change as long as you are
employed by the company or a qualified entity. AOL Latin America meets the
definition of a qualified entity.

The Company offers a generous and comprehensive benefits package, including
health, disability, and life insurance. You and your family members will be
eligible to participate in a full range of benefits in accordance with the
Company's current eligibility requirements. Employee benefits are subject to
change at the sole discretion of the Company.

As a condition of your employment, you are required to execute a
Confidentiality/Non-Competition/Proprietary Rights Agreement.

This letter constitutes the full terms and conditions of your offer of
employment with the Company. It supercedes any other oral or written promises
that may have been made to you as well as any agreement or arrangement you may
have had with the Company or AOL. Your employment with the Company is at-will,
meaning that you or the Company may terminate the employment at any time for any
reason not prohibited by law with or without prior notice. This may occur before
particular compensation becomes due to you, at which time, you will not be
entitled to any further 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 the Company. The Company reserves the right to change the terms
and conditions of your employment at any time for any reason not prohibited by
law, with or without notice to you.
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If you agree to accept this offer, please sign and date one copy of this letter
and return it to me. We hope that 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 me.

Sincerely,

/s/ Charles Herington

Charles Herington
President and CEO
AOL Latin America

ACCEPTED: /s/ John Gardiner               DATED
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              John Gardiner