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                                                                   Exhibit 10.19


                            CONTRIBUTION AGREEMENT


       This CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of  July 3, 2000,
is by and among AMERICA ONLINE, INC., a Delaware corporation ("AOL"), RIVERVIEW
MEDIA CORP., a British Virgin Islands corporation ("ODC"), AMERICA ONLINE LATIN
AMERICA, S.L., a limited liability company organized under the laws of the
Kingdom of Spain (the "COMPANY"), and AMERICA ONLINE LATIN AMERICA, INC., a
Delaware corporation ("AOLA").


                            R E C I T A L S
                            ---------------

       A.  AOL is the owner of all of the outstanding capital stock of AOL Latin
America Holdings, Inc., a Delaware corporation, which in turn owns 50% of the
limited liability company interests in the Company.

       B.  ODC is the owner of 98.04% of the outstanding capital stock of
Federal Communications Corp., a corporation organized under the laws of the
Oriental Republic of Uruguay, which in turn owns 50% of the limited liability
company interests in the Company.

       C.  AOL and ODC have formed AOLA to act as a holding company that will
hold the outstanding equity interests of the Company and, indirectly, the equity
interests of the operating entities to conduct the business currently being
conducted by the Company and its subsidiaries, and have filed a Registration
Statement on Form S-1 with the United States Securities and Exchange Commission
relative to shares of Class A Common Stock, par value $0.01 per share, of AOLA
in connection with the contemplated offering of such Class A Common Stock to the
public upon the effectiveness of the Registration Statement.

       D.  AOL and ODC have each agreed to contribute additional capital to the
Company and AOLA as set forth herein.

       NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants, agreements and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

          1.  AGREEMENT TO CONTRIBUTE.
              -----------------------

     (a)   Each of AOL and ODC (each, a "Contributing Party") shall make an
additional contribution in cash on, or at such Contributing Party's election,
before
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December 31, 2000 to the capital of the Company or AOLA, as set forth in Section
1(c) hereof, in an amount equal to the difference between $35,000,000 and the
aggregate amounts which may be contributed by such Contributing Party to the
capital of the Company or AOLA pursuant to Section 1(b) hereof on or after the
date hereof and prior to December 31, 2000.

     (b)  Each Contributing Party shall make additional equal capital
contributions in cash from time to time up to an aggregate of $35,000,000 each
on an "as needed" basis to pay expenses, liabilities and obligations of, and
fund additional working capital needs of, the Company or AOLA, as set forth in
Section 1(c), upon at least three (3) days' advance written notice (which shall
specify the amount to be contributed and the due date thereof) from the Steering
Committee (if prior to the consummation of the Reorganization (as defined
below)) or from the Special Committee (if following the consummation of the
Reorganization) each, a "DRAWDOWN NOTICE").  The determination of "as needed"
shall be made by the Steering Committe or the Special Committee, as applicable;
provided, that Drawdown Notices shall in all events be delivered prior to any
such time, if any, as the Company or AOLA determines to raise funds through the
issuance or sale of equity (other than in a "strategic" deal, the principal
purpose of which is not to raise funds to pay expenses, liabilities or
obligations of the Company or AOLA) or the incurrence of indebtendness for
borrowed money.

     (c)  The capital contributions referred to in Sections 1(a) and 1(b) shall
be made to the capital of  (i) if the reorganization ("Reorganization")
contemplated by that certain Contribution Agreement among the parties hereto
which was executed in connection with that certain Escrow Agreement dated as of
January 1, 2000 has not been consummated prior to the date on which such capital
contribution is to be made, the Company, and (ii) if the Reorganization has been
consummated on or prior to the date on which such capital contribution is to be
made, AOLA.  All capital contributions shall be made to an account designated by
the Company or AOLA, as appropriate.  Neither Contributing Party shall be
entitled to receive any additional interests in the Company or AOLA as a result
of making the capital contributions contemplated hereby.

     (d)   The parties agree that no capital contribution by either Contributing
Party shall be deemed effective until such time as both Contributing Parties
have made such Capital Contribution.

          2.  REPRESENTATIONS AND WARRANTIES.
              ------------------------------

          (a)  To induce ODC to enter into this Agreement, AOL represents and
     warrants to ODC that:

               (i)  AOL is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware and has all
          requisite power, authority and legal right to enter into this
          Agreement and to perform its obligations hereunder.
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               (ii)  This Agreement has been duly authorized, executed and
          delivered by AOL and constitutes the legal, valid and binding
          obligation of AOL, enforceable against it in accordance with its
          terms.

          (b)  To induce AOL to enter into this Agreement, ODC represents and
     warrants to AOL as follows:

               (i)  ODC is a corporation duly organized, validly existing and in
          good standing under the laws of the British Virgin Islands and has all
          requisite power, authority to enter into this Agreement and to perform
          its obligations hereunder.

               (ii)  This Agreement has been duly authorized, executed and
          delivered by ODC and constitutes the legal, valid and binding
          obligation of ODC, enforceable against it in accordance with its
          terms.

          3. ASSIGNMENT.
             ----------

     No party may assign this Agreement or any of its rights hereunder for any
purpose whatsoever without the prior written consent of the other parties
hereto, which consent may be granted or withheld in the other parties' sole
discretion, and any purported assignment or assignments of this Agreement
without obtaining such consent shall be absolutely void and of no force or
effect.

          4.  TERMINATION.
              -----------

       4.1     TERMINATION.  This Agreement may be not be terminated except with
the consent of all parties hereto.

       4.2  EFFECT OF TERMINATION.  Except as provided in this Section 4.2, upon
the termination of this Agreement pursuant to Section 4.1, this Agreement shall
be of no further force or effect, except for Section 9, which shall survive the
termination of this Agreement; provided, however, that the liability of any
party for any breach by such party of the representations, warranties, covenants
or agreements of such party set forth in this Agreement occurring prior to the
termination of this Agreement shall survive the termination of this Agreement.

          5.  NOTICES.
              -------

     All notices, demands, requests, consents or other communications required
or permitted to be given or made under this Agreement shall be in writing and
signed by the party giving the same and shall be deemed given or made when given
by personal service or recognized air courier service or facsimile transmission,
to the intended recipient at the
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address set forth below or any other address of which prior written notice has
been given:


If to AOL:            America Online, Inc.
                      22000 AOL Way
                      Dulles, VA  20166-9323, USA
                      Attn:  President, AOL International
                      Fax No.:  (703) 265-2502

If to the Company:    America Online Latin America, S.L.
                      6600 N. Andrews Avenue, Suite 500
                      Fort Lauderdale, FL  33309, USA
                      Attn:  President
                      Fax No.:  (954) 772-7089

  with a copy to:     Mintz, Levin, Cohn, Ferris,
                      Glovsky and Popeo, P.C.
                      One Financial Center
                      Boston, MA  02111, USA
                      Attn:  Peter S. Lawrence, Esquire
                      Fax No.:  (617) 542-2241

If to AOLA:           America Online Latin America, Inc.
                      6600 N. Andrews Avenue, Suite 500
                      Fort Lauderdale, FL  33309, USA
                      Attn:  President
                      Fax No.:  (954) 772-7089

  with a copy to:     Mintz, Levin, Cohn, Ferris,
                      Glovsky and Popeo, P.C.
                      One Financial Center
                      Boston, MA  02111, USA
                      Attn:  Peter S. Lawrence, Esquire
                      Fax No.:  (617) 542-2241

If to ODC:            Riverview Media Corp.
                      325 Waterfront Drive
                      Wickham's Cay
                      Road Town, Tortola
                      British Virgin Islands
                      Attn:  General Counsel
                      Fax No.:  (284) 494-4980
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   with a copy to:    Finser Corporation
                      550 Biltmore Way, Suite 900
                      Coral Gables, FL  33134, USA
                      Attn:  General Counsel
                      Fax No.:  (305) 447-1389

          6.  INCORPORATION OF PRIOR AGREEMENTS.
              ---------------------------------

     This Agreement contains the entire understanding of the parties hereto with
respect to the subject matter hereof, and no prior written or oral agreement or
understanding pertaining to any such matter shall be effective for any purpose.
No provision of this Agreement may be amended or added to except by an agreement
in writing signed by the parties to this Agreement or their respective
successors in interest.

          7.  SECTION HEADINGS.
              ----------------

     Headings at the beginning of Sections and Paragraphs of this Agreement are
solely for convenience and are not a part of this Agreement.

          8.  TIME IS OF THE ESSENCE.
              ----------------------

     Time is of the essence of this Agreement.

          9. GOVERNING LAW; FORUM AND VENUE; CONSTRUCTION.
             --------------------------------------------

     This Agreement and the transaction herein contemplated shall be construed
in accordance with and governed by the laws of the State of Delaware without
reference to its conflicts of laws provisions.  The parties hereto agree that,
to the extent permissible under applicable laws and rules of court procedure,
any action or proceeding between or among any of the parties with respect to
this Agreement shall be commenced only in a court of competent jurisdiction in
the State of Delaware, and in no other jurisdiction.  The parties hereto have
participated fully in the negotiation and preparation of this Agreement and,
accordingly, this Agreement shall not be more strictly construed against any one
of the parties.


               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.



                            AMERICA ONLINE, INC.



                            By: /s/ Raymond G. Murphy
                               -----------------------------------
                               Name: Raymond G. Murphy
                               Title: Senior Vice President, Treasury



                            RIVERVIEW MEDIA CORP.



                            By: /s/ Christina Pieretti
                               -----------------------------------
                               Name: Christina Pieretti
                               Title:



                            AMERICA ONLINE LATIN AMERICA, S.L.



                            By: /s/ Charles Herington
                               -----------------------------------
                               Name: Charles Herington
                               Title: President


                            AMERICA ONLINE LATIN AMERICA, INC.



                            By: /s/ Charles Herington
                               -----------------------------------
                               Name: Charles Herington
                               Title: President