<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ---------------------

                                  FORM 10-K/A

                          AMENDMENT NO. 1 TO FORM 10-K
       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

[  ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                                       OR

[X]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM JULY 1, 2000 TO DECEMBER 31, 2000.

                        COMMISSION FILE NUMBER 000-31181

                       AMERICA ONLINE LATIN AMERICA, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                      DELAWARE                                              65-0963212
<S>                                                    <C>
  (State or other jurisdiction of incorporation or
                     organization)                             (I.R.S. Employer Identification No.)
</TABLE>

                             6600 N. ANDREWS AVENUE
                                   SUITE 500
                           FORT LAUDERDALE, FL 33309
          (Address of principal executive offices, including zip code)
                             ---------------------

        Registrant's telephone number, including area code: 954-689-3000

          Securities registered pursuant to section 12(g) of the Act:

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

     As of March 22, 2001, the aggregate market value of voting stock held by
non-affiliates of the registrant, based upon the closing sales price of the
registrant's class A common stock, as reported on the Nasdaq National Market,
was $85,928,781. Shares of class A common stock held by each executive officer
and director and by each person who owns 5% or more of the outstanding class A
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for any other purpose.

     The number of shares of the registrant's class A common stock outstanding
as of March 22, 2001 was 62,848,124. No shares of the registrant's class B
common stock or class C common stock were outstanding as of March 22, 2001.

                  AMENDMENT TO TRANSITION REPORT ON FORM 10-K
        FOR THE TRANSITION PERIOD FROM JULY 1, 2000 TO DECEMBER 31, 2000

     The amendment to the Transition Report on Form 10-K for America Online
Latin America, Inc. (AOLA, or the Company), is being filed solely to add the
information required in Part III.
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                           <C>
PART III
  Item 10.        Directors and Executive Officers of the Registrant..........    3
  Item 11.        Executive Compensation......................................    8
                  Security Ownership of Certain Beneficial Owners and
  Item 12.        Management..................................................   11
  Item 13.        Certain Relationships and Related Transactions..............   15
</TABLE>

                                        2
<PAGE>   3

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

BOARD STRUCTURE

     Our board consists of 14 directors who are elected annually.

     America Online, Inc. and the Cisneros Group are each entitled to elect five
directors:

     America Online, Inc. has elected:

        - Miles R. Gilburne;

        - J. Michael Kelly;

        - Michael J. Lynton;

        - Robert W. Pittman; and

        - Gerald Sokol, Jr.

     The Cisneros Group has elected:

        - Steven I. Bandel;

        - Gustavo A. Cisneros;

        - Ricardo J. Cisneros

        - Robert S. O'Hara, Jr.; and

        - Cristina Pieretti

     Banco Itau is entitled to nominate one individual for election as a
director. Banco Itau nominated Roberto Egydio Setubal and he was elected to the
board of directors in August 2000.

     Our three remaining directors are:

        - Vernon E. Jordan, Jr.;

        - William H. Luers; and

        - M. Brian Mulroney

     In this form 10-K/A, we refer to America Online Latin America, Inc. as
"AOLA", "we" or "us", and America Online, Inc. as "AOL". In addition, the
"Cisneros Group" is a name used to describe a group of investments, joint
ventures, strategic alliances and companies that are associated with two of our
directors, Gustavo A. and Ricardo J. Cisneros, and trusts established for the
benefit of themselves and their families.

                                        3
<PAGE>   4

BIOGRAPHICAL INFORMATION

     The individuals listed below are our executive officers or members of our
board of directors, as indicated.

<TABLE>
<CAPTION>
NAME                                   AGE                       POSITION
----                                   ---                       --------
<S>                                    <C>   <C>
Charles M. Herington.................  41    President and Chief Executive Officer
Javier Aguirre.......................  42    Chief Financial Officer
Gustavo Benejam......................  46    Chief Operating Officer
David A. Bruscino....................  38    Vice President, General Counsel and Secretary
Guy Garcia...........................  46    Vice President, Content Strategy
John D. Gardiner.....................  36    Vice President, Business Affairs
Travis Good..........................  41    Vice President, Technology and Operations
Eduardo Hauser.......................  32    Vice President, AOL Services
Eric G. Hoyt.........................  38    Vice President, Acquisition Marketing
Lawrence A. Pepping..................  35    Vice President, Marketing
Steven I. Bandel.....................  48    Director
Gustavo A. Cisneros..................  56    Director
Ricardo J. Cisneros..................  54    Director
Miles R. Gilburne....................  49    Director
Vernon E. Jordan, Jr.................  65    Director
J. Michael Kelly.....................  45    Director
William H. Luers.....................  71    Director
Michael Lynton.......................  41    Director
M. Brian Mulroney....................  62    Director
Robert S. O'Hara, Jr.................  62    Director
Cristina Pieretti....................  49    Director
Robert W. Pittman....................  47    Director
Roberto Egydio Setubal...............  46    Director
Gerald Sokol, Jr.....................  38    Director
</TABLE>

     Charles M. Herington.  Mr. Herington has been our president and chief
executive officer since February 1999. Before joining AOLA, Mr. Herington served
as president of Revlon America Latina from January 1998 to February 1999. From
1990 through 1997, Mr. Herington held a variety of senior management positions
with PepsiCo Restaurants International, including regional vice president of
KFC, Pizza Hut and Taco Bell for South America, Central America and the
Caribbean from September 1995 to September 1997, regional vice president of KFC
for Latin America from February 1994 to September 1995, general manager of KFC
Puerto Rico from February 1992 to February 1994, general manager of franchise
markets for KFC Latin America from February 1991 to February 1992 and marketing
director for KFC for Latin America from May 1990 to February 1991. Between 1981
and 1990, Mr. Herington served in various managerial positions at Procter &
Gamble.

     Javier Aguirre.  Mr. Aguirre is our chief financial officer, a position he
has held since June 1999. From September 1998 to June 1999, Mr. Aguirre was the
finance director for Wal-Mart Argentina. Before joining Wal-Mart Argentina, Mr.
Aguirre was senior director of finance and administration of PepsiCo Restaurants
International in Sao Paulo, Brazil, from May 1996 to August 1998. From May 1994
to April 1996, Mr. Aguirre was the director of finance and planning of PepsiCo
Restaurants International in Mexico City. Between 1979 and 1994, Mr. Aguirre
held several managerial positions at Ford Motor Company in Michigan and in
Mexico City.

     Gustavo Benejam.  Mr. Benejam has served as our chief operating officer
since April 2000. From October 1996 to March 2000, Mr. Benejam was vice
president of Frito Lay International for the Caribbean, Andean and South Cone
regions. From May 1995 to October 1996, Mr. Benejam was president of the Latin
America division of Pepsi Cola International.

                                        4
<PAGE>   5

     David A. Bruscino.  Mr. Bruscino has been our vice president, general
counsel and secretary since May 2000. From September 1988 to April 2000, Mr.
Bruscino was an attorney with the law firm of Baker & Hostetler LLP in
Cleveland, Ohio, and was a partner of that firm beginning in 1996.

     Guy Garcia.  Mr. Garcia has served as our vice president of content
strategy since August 1999. From March 1998 to July 1999, he was director of
programming in the Interactive Properties Group of AOL. From November 1997 to
February 1998, Mr. Garcia served as executive producer for Digital City Inc.
During this time, he also served as the founding editor for Digital City New
York. In February 1995, Mr. Garcia co-founded the Total New York website and
served as the site's editor and site director until October 1997, when it was
acquired by Digital City. From February 1994 to February 1995, Mr. Garcia was a
freelance writer contributing to various magazines.

     John D. Gardiner.  Mr. Gardiner has served as our vice president of
business affairs since March 1999. From March 1999 to May 2000, Mr. Gardiner
also served as our general counsel. From May 1995 to March 1999, Mr. Gardiner
was employed in the legal department of AOL, most recently holding the position
of assistant general counsel. From January 1993 to May 1995, Mr. Gardiner was an
associate with the law firm of Shaw, Pittman, Potts and Trowbridge in
Washington, D.C.

     Travis Good.  Mr. Good has been our vice president of technology and
operations since March 1999. From May 1995 to February 1999, he held a variety
of management positions at AOL, including general manager for AOL's Global
Network Navigator and director of product marketing for AOL Client Software.
From January 1995 to May 1995 he was director of Internet services for Cable &
Wireless. From March 1994 to January 1995, Mr. Good served as general manager of
GE Information Services' distributorship in Mexico. From December 1987 to March
1994, he served in a variety of positions at General Electric Corporation.

     Eduardo Hauser.  Mr. Hauser is our vice president of AOL services, a
position he has held since January 2001. From March 1999 to January 2001, Mr.
Hauser served as our vice president of corporate development. Before joining
AOLA, Mr. Hauser was employed from September 1988 to March 1999 by different
companies in the Cisneros Group, serving in a variety of positions, including
vice president, news of Venevision from September 1997 to March 1999, and as
managing director of Highgate Properties, a company within the Cisneros Group,
from September 1993 to September 1997.

     Eric G. Hoyt.  Mr. Hoyt is our vice president of acquisition marketing, a
position he has held since November 2000. Before joining AOLA, Mr. Hoyt was
employed by Wunderman Cato Johnson Latin America, beginning in November 1988,
serving in a variety of positions. From October 1999 to November 2000, Mr. Hoyt
served as president of Impiric Miami (formerly Wunderman Cato Johnson Latin
America). Mr. Hoyt served as regional managing director of Wunderman Cato
Johnson Latin America from December 1997 to October 1999.

     Lawrence A. Pepping.  Mr. Pepping is our vice president of marketing, a
position he has held since August, 2000. From June 1988 to August 2000, he held
a variety of management positions at Procter & Gable, including director of
marketing for Baby Care-Latin America.

     Steven I. Bandel.  Mr. Bandel has been a member of our board of directors
since January 2000 and was appointed to the board by the Cisneros Group. Since
January 1995, Mr. Bandel has held several senior management positions at
companies within the Cisneros Group, with responsibilities in the areas of
finance and business development. Mr. Bandel has the title of president and
chief operating officer of the Cisneros Group. Mr. Bandel is also a director of
Pueblo Xtra International, Inc., a company within the Cisneros Group.

     Gustavo A. Cisneros.  Mr. Cisneros has been a member of our board of
directors since January 2000 and was appointed to the board by the Cisneros
Group. He is chairman and chief executive officer of the Cisneros Group. Since
1975, Mr. Cisneros has overseen the management and operations of the Cisneros
Group and is an executive officer and director of many of its constituent
companies. Mr. Cisneros is a director of Spalding Holdings Corporation, Pueblo
Xtra International, Inc. and Pan American Beverages, Inc. Mr. Cisneros is a
founding member of the international advisory board of the Council on Foreign
Relations, as well as a member of the board of overseers of the International
Center for Economic Growth. He serves on the chairman's international advisory
council of the Americas Society. Mr. Cisneros is a member of the international
advisory

                                        5
<PAGE>   6

board of Columbia University and a founding member of the advisory committee for
the David Rockefeller Center for Latin American Studies at Harvard University.
He is a director of the Joseph H. Lauder Institute of Management and
International Studies of the Wharton School of the University of Pennsylvania.
Mr. Cisneros is the brother of Ricardo J. Cisneros.

     Ricardo J. Cisneros.  Mr. Cisneros has been a member of our board of
directors since January 2000 and was appointed to the board by the Cisneros
Group. He is vice-chairman of the Cisneros Group. Since 1975, he has served as
an executive officer and a director of a number of the companies within the
Cisneros Group. He serves on the board of the Simon Bolivar Foundation in New
York. Mr. Cisneros is also the director of the Fundacion Cisneros and the
Fundacion Cultural Venevision in Venezuela. In 1993, Mr. Cisneros with his
brother Gustavo, established the Gustavo and Ricardo Cisneros Fund at
Rockefeller University which focuses its research on diseases prevalent in Latin
America and provides for the annual appointment of the Rockefeller Latin
American Research Scientists.

     Miles R. Gilburne.  Mr. Gilburne has been a member of our board of
directors since January 2000 and was appointed to the board by AOL. From
February 1995 through December 1999, he served as senior vice president,
corporate development of AOL. Before joining AOL, Mr. Gilburne was a founding
attorney of the Silicon Valley office of the law firm of Weil, Gotshal & Manges.
Mr. Gilburne has been a principal in ZG Ventures, LLC, a venture capital and
investment firm since 2000. Mr. Gilburne is also a director of AOL Time Warner
Inc. and Pharmacyclics, Inc.

     Vernon E. Jordan, Jr.  Mr. Jordan has been a member of our board of
directors since August 2000. Since January 2000, he has been a senior managing
director of the investment banking firm of Lazard Freres & Co. LLC and of
counsel at the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. At Akin
Gump, he was a senior partner from 1992 to 1999 and a partner from 1982 to 1992.
He is a member of the board of directors of the American Express Company,
Callaway Golf Company, Clear Channel Communications, First Mark Communications
International, LLC, J.C. Penney Company, Inc., Dow Jones & Company, Inc.,
Revlon, Inc., Ryder System, Inc., Sara Lee Corporation and Xerox Corporation.

     J. Michael Kelly.  Mr. Kelly has been a member of our board of directors
since January 2000 and was appointed to the board by AOL. Mr. Kelly has served
as chief financial officer of AOL Time Warner Inc. since January 2001. He served
as senior vice president and chief financial officer of AOL from July 1998 to
January 2001. Before joining AOL, he had been executive vice president of
finance and planning and chief financial officer of GTE Corporation since June
1997. Mr. Kelly was appointed GTE's senior vice president of finance in 1994.

     William H. Luers.  Mr. Luers has been a member of our board of directors
since August 2000. He has been chairman, chief executive officer and president
of the United Nations Association of the United States of America since February
1999. From May 1986 to February 1999, Mr. Luers served as president of the
Metropolitan Museum of Art in New York, New York. He is a member of the board of
directors of IDEX Corporation, Wickes Inc., and several incorporated mutual
funds managed by Scudder Kemper Investments, Inc.

     Michael Lynton.  Mr. Lynton has been a member of our board of directors
since January 2000 and was appointed by AOL. He has served as president of AOL
International since January 2000. From September 1996 to December 1999, Mr.
Lynton was chairman and chief executive officer of the Penguin Group, a
publishing company owned by Pearson plc. From September 1993 to June 1996, Mr.
Lynton served as president of Disney Publishing -- Magazines and Books, and
between 1987 and 1993 he served as president of Hollywood Pictures for The Walt
Disney Company.

     The Right Honourable M. Brian Mulroney.  The Right Honourable M. Brian
Mulroney has been a member of our board of directors since August 2000. He has
been a senior partner in the law firm of Ogilvy Renault in Montreal, Quebec,
Canada since August 1993. From September 1984 to June 1993, Mr. Mulroney served
as the prime minister of Canada. He is a member of the board of directors of the
Archer Daniels Midland Company, the Trizec Hahn Corporation, Cendant
Corporation, Quebecor Inc., Cognicase Inc. and Sun Media Corporation.

                                        6
<PAGE>   7

     Robert S. O'Hara, Jr.  Mr. O'Hara has been a member of our board of
directors since January 2000 and was appointed to the board by the Cisneros
Group. Since 1974, Mr. O'Hara has been a member of Milbank, Tweed, Hadley &
McCloy LLP, a law firm in New York, N.Y.

     Cristina Pieretti.  Ms. Pieretti has been a member of our board of
directors since January 2000 and was appointed to the board by the Cisneros
Group. From 1992 to March 1995, and since February 1996, Ms. Pieretti has held a
number of senior management positions with marketing and operations
responsibilities at companies within the Cisneros Group in the consumer goods,
retail and telecommunications industries. From March 1995 to February 1996, Ms.
Pieretti was a partner at Booz-Allen & Hamilton, a consulting firm. Ms. Pieretti
has the title of senior vice president of operations of the Cisneros Group. Ms.
Pieretti is also a director of Pueblo Xtra International, Inc., a company within
the Cisneros Group.

     Robert W. Pittman.  Mr. Pittman has been a member of our board of directors
since January 2000 and was appointed to be board by AOL. He has been co-chief
operating officer of AOL Time Warner Inc. since January 2001. He served as
president and chief operating officer of AOL since February 1998. Previously, he
was president and chief executive officer of AOL Networks, a division of AOL,
from November 1996 until February 1998. He held the positions of managing
partner and chief executive officer of Century 21 Real Estate Corp. from October
1995 to October 1996. Before that time, Mr. Pittman had been president and chief
executive officer of Time Warner Enterprises, a division of Time Warner
Entertainment Company, LP, between 1990 and 1995, and chairman and chief
executive officer of Six Flags Entertainment Corporation from December 1991 to
September 1995. Mr. Pittman founded MTV in 1981 and became chief executive
officer of MTV Networks in 1985. He is also a director of AOL Time Warner Inc.
and Cendant Corporation.

     Roberto Egydio Setubal.  Mr. Setubal has been a member of our board of
directors since August 2000. Since 1984 he has overseen the commercial
operations of Banco Itau, and in 1994 he was appointed to the position of
president and chief executive officer of Banco Itau and all of its affiliated
and associated banks and companies. Mr. Setubal is also executive vice-president
of Itausa, the holding company of Group Itau. Since 1990, Mr. Setubal has been
involved in the Brazilian Federation of Banks, serving as president and chairman
of the board of directors since 1997. Mr. Setubal is also a member of the Basel
Committee on Banking Supervision and the International Monetary Conference,
Latin American section. Mr. Setubal serves on the advisory council of Institute
Ethos, and he is also a member of the board of directors of Ford Latin America.

     Gerald Sokol, Jr.  Mr. Sokol has been a member of our board of directors
since January 2000 and was appointed to the board by AOL. He has served as
senior vice president and general manager of AOL International since September
1999 and before that was vice president of finance of AOL International since
February 1999. From August 1996 to January 1999, Mr. Sokol held several
positions with NTN Communications, Inc., most recently serving as president,
chief executive officer and chairman of the board of directors. From July 1987
to May 1996, Mr. Sokol held several positions with Tele-Communications, Inc.,
most recently serving as vice president and treasurer. Mr. Sokol is also a
director of Chinadotcom Corporation and 8848.net.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and beneficial owners of more than 10% of our capital stock
to file reports with the Securities and Exchange Commission regarding their
ownership and changes in their ownership of our capital stock. To our knowledge,
except as noted below, during 2000, our officers, directors and greater than 10%
beneficial stockholders complied with all Section 16(a) filing requirements on
time. Initial Statements of Ownership on Forms 3 were not timely filed by Paul
Freudenthaler, our Controller, Eric G. Hoyt, our Vice President of Acquisition
Marketing, and Lawrence Pepping, our Vice President of Marketing. An Annual
Statement on Changes in Beneficial Ownership on Form 5, reporting one
transaction, was not timely filed by Roberto Egydio Setubal, a member of our
board.

                                        7
<PAGE>   8

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

     The directors appointed by AOL and the Cisneros Group and the director
nominated by Banco Itau receive no cash compensation for services rendered in
their capacity as directors. The other members of our board receive a fee of
$10,000 for each board meeting they attend and a fee of $7,500 per fiscal year
on an annualized basis beginning on August 7, 2000 for serving on a committee of
our board. The chairperson of each committee receives an additional fee of
$2,500 per fiscal year on an annualized basis beginning on August 7, 2000. The
directors may receive additional compensation in a manner to be determined by
our board. All directors are reimbursed for actual reasonable costs incurred in
attending our board and committee meetings.

     Our non-employee directors also receive automatic stock option grants under
our 2000 Stock Option Plan upon joining our board. Options granted under this
plan are non-qualified stock options. Each non-employee board member elected for
the first time to our board is granted an option to purchase 60,000 shares of
class A common stock upon the date of his or her initial election. The exercise
price of the options is 100% of the fair market value of the class A common
stock on the date of the option grant. The options are exercisable as of the
date granted, and their term is ten years. As of April 27, 2001, none of these
options granted under the plan had been exercised. Under AOL Time Warner Inc.'s
and AOL's conflicts of interests standards, J. Michael Kelly, Michael Lynton,
Robert W. Pittman and Gerald Sokol, Jr., each a member of our board as well as
an employee of AOL Time Warner Inc. or AOL, must transfer the economic benefit
of their options to AOL.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs. Gilburne and Mulroney, both non-employee directors, currently
constitute our compensation committee. Neither member of our compensation
committee has been an officer or employee of our company. No executive officer
of our company serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving as a
member of our board of directors or compensation committee.

                                        8
<PAGE>   9

SUMMARY COMPENSATION TABLE

     The following table presents the total compensation paid or accrued to our
other named executive officers during our six months ended December 31, 2000
(the "Stub" period) and for our fiscal years ended June 30, 2000 and June 30,
1999. Effective January 11, 2001, we changed our fiscal year end from June 30 to
December 31.

     "Named executive officer" refers to our chief executive officer and to our
four most highly paid executive officers who earned (on an annualized basis)
more than $100,000 in the six months ended December 31, 2000.

<TABLE>
<CAPTION>
                                                                              LONG TERM
                                                 ANNUAL COMPENSATION         COMPENSATION
                                             ----------------------------    ------------
                                                                              SECURITIES
                                                                              UNDERLYING      ALL OTHER
                                                                               OPTIONS          ANNUAL
NAME AND PRINCIPAL POSITION                  YEAR     SALARY      BONUS        AWARDED       COMPENSATION
---------------------------                  ----    --------    --------    ------------    ------------
<S>                                          <C>     <C>         <C>         <C>             <C>
Charles M. Herington(1)....................  Stub(2) $175,450    $465,722     1,300,000        $30,000
President and Chief                          2000     354,124     200,000                       43,500
Executive Officer                            1999     145,833     200,000                       33,463
Javier Aguirre(3)..........................  Stub      77,531      52,970       346,000         55,431
Chief Financial Officer                      2000     150,671          --                           --
Gustavo Benejam(4).........................  Stub     135,064      33,904       400,000             --
Chief Operating Officer                      2000      68,750     125,000                           --
John D. Gardiner...........................  Stub      78,465      54,931       275,000
Vice President, Business Affairs             2000     156,945          --                           --
Eduardo Hauser(5)..........................  Stub      77,881      53,704       245,000         36,216
Vice President, AOL Services                 2000     153,440      36,250                           --
</TABLE>

---------------

(1) Mr. Herington began his employment with us in February 1999. Other annual
    compensation includes Mr. Herington's automobile allowance, reimbursement of
    relocation expenses and payment of membership fees.
(2) Stub refers to the period from July 1, 2000 through December 31, 2000.
(3) Other annual compensation includes reimbursement of relocation expenses.
(4) Mr. Benejam began his employment with us in April 2000.
(5) Other annual compensation includes reimbursement of relocation expenses.

OPTION GRANTS IN 2000 TO NAMED EXECUTIVE OFFICERS

     The following table sets forth information with respect to employee options
to purchase shares of class A common stock awarded during the twelve months
ended December 31, 2000 to the named executive officers listed in the summary
compensation table.

<TABLE>
<CAPTION>
                                                                                             POTENTIAL REALIZABLE VALUE
                                 INDIVIDUAL GRANTS                                             AT ASSUMED ANNUAL RATE
                       --------------------------------------                                      OF STOCK PRICE
                           NUMBER OF         PERCENT OF TOTAL                                     APPRECIATION FOR
                           SECURITIES        OPTIONS GRANTED     EXERCISE                          OPTION TERM(2)
                           UNDERLYING          TO EMPLOYEES        PRICE      EXPIRATION    -----------------------------
NAME                   OPTIONS GRANTED(1)        IN 2000         ($/SHARE)       DATE          5%                 10%
----                   ------------------    ----------------    ---------    ----------    ---------          ----------
<S>                    <C>                   <C>                 <C>          <C>           <C>                <C>
Charles M. Herington       1,300,000                11.9%          $8.00        8/7/10      6,540,504          16,574,922
Javier Aguirre               346,000                 3.2%          $8.00        8/7/10      1,740,780           4,411,479
Gustavo Benejam              400,000                 3.7%          $8.00        8/7/10      2,012,463           5,099,976
John Gardiner                275,000                 2.5%          $8.00        8/7/10      1,383,568           3,506,233
Eduardo Hauser               245,000                 2.2%          $8.00        8/7/10      1,232,633           3,123,735
</TABLE>

---------------

(1) Options are non-qualified stock options and generally terminate 90 days
    following termination of the executive officer's employment with AOLA or the
    expiration date, whichever occurs earlier. The exercise price of each option
    was equal to the fair market value per share of the class A common stock on
    the

                                        9
<PAGE>   10

    grant date. All options vest over a four-year period at the rate of 25% per
    year with the first vesting date occurring on January 1, 2001, with the
    exception of Mr. Herington's options, which vest over a three-year period at
    the rate of 33.3% per year with the first vesting date occurring on January
    1, 2001.
(2) Amounts represent hypothetical gains that could be achieved for the
    respective options if exercised at the end of the option term. These gains
    are based on assumed rates of stock appreciation of 5% and 10% compounded
    annually from the date of the respective options were granted to their
    expiration date. The gains shown are net of the option exercise price, but
    do not include deductions for taxes or other expenses associated with the
    exercise of the option or the sale of the underlying shares. The actual
    gains, if any, on the exercise of stock options will depend on the future
    performance of the class A common stock, the option holder's continued
    employment throughout the option period, and the date on which the options
    are exercised.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND YEAR END VALUES

     The following table summarizes for each of the named executive officers
unexercised options held at December 31, 2000. None of the named executive
officers held any stock appreciation rights or exercised any stock options or
stock appreciation rights during 2000. The value of unexercised in-the-money
options at year end is the difference between the exercise price and the fair
market value of the underlying stock on December 29, 2000, the last business day
of the twelve month period ended December 31, 2000. The closing price of our
class A common stock on the Nasdaq National Market on that date was $2.688.

<TABLE>
<CAPTION>
                                         NUMBER OF                 NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                          SHARES      VALUE       UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                         ACQUIRED    REALIZED      OPTIONS AT 12/31/2000           AT 12/31/2000(1)
                                            OR         UPON     ---------------------------   ---------------------------
NAME                                     EXERCISED   EXERCISE   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                     ---------   --------   -----------   -------------   -----------   -------------
<S>                                      <C>         <C>        <C>           <C>             <C>           <C>
Charles M. Herington...................     --          --           0          1,300,000         $0              $0
Javier Aguirre.........................     --          --           0            346,000         $0              $0
Gustavo Benejam........................     --          --           0            400,000         $0              $0
John Gardiner..........................     --          --           0            275,000         $0              $0
Eduardo Hauser.........................     --          --           0            245,000         $0              $0
</TABLE>

---------------

(1) Actual gains, if any, on exercise will depend on the value of the class A
    common stock on the date of sale of any shares acquired upon exercise of the
    option. The named executive officers do not hold any options, exercisable or
    unexercisable, at exercise prices below the fair market value of the class A
    common stock on December 29, 2000 as reported by the Nasdaq Stock Market.
    Such options are not "in the money" and their value is therefore, zero.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
AGREEMENTS

     Charles M. Herington.  Mr. Herington serves as our president and chief
executive officer. From January 2000 through September 2000, his annual base
salary was $358,247. Mr. Herington's annual base salary from September through
December 2000 was $376,160. Currently, Mr. Herington's annual base salary is
$376,160. Mr. Herington received a bonus of $200,000 on February 26, 2000, the
first anniversary of his employment with us. Mr. Herington is eligible to
receive an annual bonus of up to 130% of his base salary, in the discretion of
our board based on his performance. In September 2000, Mr. Herington received a
$465,722 bonus. On August 7, 2000, Mr. Herington also received an option to
purchase 1,300,000 shares of our class A common stock at $8.00 per share, its
initial public offering price. As of January 1, 2001, Mr. Herington can purchase
up to one-third of the shares under this option. Mr. Herington may purchase an
additional one-third of the shares under the option on January 1, 2002 and
January 1, 2003. The board, in its discretion, may grant other stock options to
Mr. Herington based upon his performance. Mr. Herington also holds options to
purchase AOL common stock.

     If we terminate Mr. Herington during the first two years of his employment
with us, for any reason other than:

                                        10
<PAGE>   11

     - his willful and material violation of AOLA's company policy, which is not
       cured within 30 days after he has received written notice from our board;

     - his failure to comply with the lawful direction of our board;

     - his commission of a material act of dishonesty or fraud; or

     - his conviction or plea of no contest to a felony,

he is entitled to receive his salary for 36 months following termination as well
as a portion of his annual bonus. If this termination occurs after the first two
years of his employment with us, he is entitled to receive his salary for 24
months following termination, as well as a portion of his annual bonus. Options
granted to Mr. Herington before his termination will continue to vest during the
applicable severance payment period.

     Javier Aguirre.  Mr. Aguirre is our chief financial officer. His annual
base salary from January 2000 until September 2000 was $151,000. From September
2000 until the end of our 2000 fiscal period, Mr. Aguirre's base salary was
$170,000. Mr. Aguirre is eligible to receive an annual bonus of up to 35% of his
base salary, based on his performance and on the achievement of specified
performance objectives. He received a bonus of $52,970 in our 2000 fiscal year.
He is also eligible to receive options to purchase our class A common stock.

     Gustavo Benejam.  Mr. Benejam is our chief operating officer. His annual
base salary from January 2000 until September 2000 was $275,000. His annual base
salary from September 2000 through December 2000 was $290,000. On the first
anniversary of his employment, Mr. Benejam received a bonus payment of $125,000.
Mr. Benejam is also eligible to receive an annual bonus of up to 50% of his
annual base salary based on performance objectives. Mr. Benejam received a bonus
of $33,904 for our 2000 fiscal year. If we terminate Mr. Benejam's employment,
he is entitled to receive his salary for 12 months following termination as well
as a portion of his annual bonus. He is also eligible to receive options to
purchase our class A common stock.

     John D. Gardiner.  Mr. Gardiner serves as our vice president of business
affairs. From January 2000 until September 2000, he received an annual base
salary of $157,000. From September 2000 through December 2000, Mr. Gardiner
received an annual base salary of $170,000. Mr. Gardiner is also eligible to
receive an annual bonus of up to 35% of his base salary, based on his
performance and on the achievement of specified performance objectives. His
bonus for our 2000 fiscal year was $54,931. He is also eligible to receive
options to purchase our class A common stock. Mr. Gardiner holds options to
purchase AOL common stock.

     Eduardo Hauser.  Mr. Hauser serves as our vice president of AOL services.
From January 2000 until September 2000, his annual base salary was $153,000.
From September 2000 through December 2000, his annual base salary was $170,000.
On March 22, 2000, the one-month anniversary of his employment, Mr. Hauser
received a bonus of $36,250, and on the first anniversary of his employment he
received an additional $36,250. Mr. Hauser is eligible to receive an annual
bonus of up to 35% of his base salary, based on his performance and on the
achievement of specified performance objectives. His bonus for our 2000 fiscal
year was $53,704. He is also eligible to receive options to purchase our class A
common stock.

ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

     The following table provides information regarding the ownership of our
class A common stock as of April 27, 2001 by:

        - the named executive officers listed in the summary compensation table;

        - each director;

        - all current directors and executive officers as a group; and

        - each stockholder known by us to own beneficially more than 5% of our
          class A common stock.

     For purposes of calculating the number and percentage of outstanding shares
held by each holder named below, any shares which that holder has the right to
acquire within 60 days of April 27, 2001 are considered to be outstanding, but
shares which may be similarly acquired by other holders are not considered to be
outstanding.

                                        11
<PAGE>   12

     We believe that the stockholders named in this table have the sole voting
and investment power for all shares of the class A common stock shown to be
beneficially owned by them based on information they have provided to us, with
the following exceptions:

        - The Cisneros Group's shares are owned by Aspen Investments LLC and
          Atlantis Investments LLC, companies within the Cisneros Group of
          Companies. Aspen Investments LLC is indirectly beneficially owned by a
          trust established by Gustavo A. Cisneros for the benefit of himself
          and members of his family, and Atlantis Investments LLC is indirectly
          beneficially owned by a trust established by Ricardo J. Cisneros for
          the benefit of himself and members of his family. Aspen Investments
          LLC and Gustavo A. Cisneros disclaim beneficial ownership of the
          shares of AOLA owned by Atlantis Investments LLC or Ricardo J.
          Cisneros. Atlantis Investments LLC and Ricardo J. Cisneros disclaim
          beneficial ownership of the shares of AOLA owned by Aspen Investments
          LLC or Gustavo A. Cisneros.

        - A total of 216,666 shares originally issued to the Cisneros Group
          consist of shares of series C preferred stock held by the children of
          Gustavo A. Cisneros. These shares are subject to a voting agreement
          allowing Aspen Investments LLC to vote the shares. The voting
          agreement terminates if the series C preferred shares are transferred
          by the children in the future or if the shares are converted into
          shares of our class A common stock.

        - A total of 288,888 shares originally issued to the Cisneros Group
          consist of shares of series C preferred stock held by the children of
          Ricardo J. Cisneros. These shares are subject to a voting agreement
          allowing Atlantis Investments LLC to vote the shares. The voting
          agreement terminates if the series C preferred shares are transferred
          by the children in the future or if the shares are converted into
          shares of our class A common stock.

        - AOL's shares include 240,000 shares of class A common stock issuable
          upon exercise of options held by employees of AOL or its parent, AOL
          Time Warner Inc., who are also directors of AOLA. Although such
          employees are the record holders of their respective options, AOL and
          AOL Time Warner Inc. hold or share disposition power with respect to
          all of the shares of the class A common stock underlying the options.

                                        12
<PAGE>   13

     The address for AOL is 22000 AOL Way, Dulles, Virginia 20166. The address
for the stockholders affiliated with the Cisneros Group is c/o Finser
Corporation, 550 Biltmore Way, Suite 900, Coral Gables, Florida 33134. The
address for Banco Itau is Rua Boa Vista 176, Sao Paulo, Brazil.

<TABLE>
<CAPTION>
                                                                        SHARES OF
                                                                   CLASS A COMMON STOCK
                                                                    BENEFICIALLY OWNED
                                                              ------------------------------
BENEFICIAL OWNER                                                NUMBER               PERCENT
----------------                                              -----------            -------
<S>                                                           <C>                    <C>
EXECUTIVE OFFICERS AND DIRECTORS
Charles M. Herington........................................      433,333(1)           0.64%
Javier Aguirre..............................................       86,500(2)           0.13%
Gustavo Benejam.............................................      100,000(3)           0.15%
John D. Gardiner............................................       69,250(4)           0.10%
Eduardo Hauser..............................................    1,079,833(5)           1.61%
Steven I. Bandel............................................      640,593(6)           0.95%
Gustavo A. Cisneros.........................................   57,730,886(7)          47.00%
Ricardo J. Cisneros.........................................   57,803,108(8)          47.00%
Miles R. Gilburne...........................................       60,000(9)           0.09%
J. Michael Kelly............................................       60,000(9)           0.09%
Michael Lynton..............................................       60,000(9)           0.09%
Robert S. O'Hara, Jr........................................       68,000(10)          0.10%
Cristina Pieretti...........................................      457,748(11)          0.68%
Robert W. Pittman...........................................       60,000(9)           0.09%
Gerald Sokol, Jr............................................       60,000(9)           0.09%
Vernon E. Jordan, Jr........................................       60,000(9)           0.09%
William H. Luers............................................       60,000(9)           0.09%
M. Brian Mulroney...........................................       60,000(9)           0.09%
Roberto Egydio Setubal......................................       60,000(9)           0.09%
All current executive officers and directors as
  a group -- 24 persons.....................................  110,101,646             64.36%
FIVE PERCENT STOCKHOLDERS
America Online, Inc.........................................  136,791,706(12)(14)     66.87%
Aspen Investments LLC.......................................   57,730,886(7)(14)      47.00%
Atlantis Investments LLC....................................   57,803,108(8)(14)      47.00%
Banco Itau S.A..............................................   35,937,840(13)(14)     53.57%
</TABLE>

---------------

 (1) Consists of options to purchase 433,333 shares of class A common stock,
     which are exercisable within 60 days of April 27, 2001.
 (2) Consists of options to purchase 86,500 shares of class A common stock,
     which are exercisable within 60 days of April 27, 2001.
 (3) Consists of options to purchase 100,000 shares of class A common stock,
     which are exercisable within 60 days of April 27, 2001.
 (4) Consists of options to purchase 68,750 shares of class A common stock
     which, are exercisable within 60 days of April 27, 2001 and 500 shares of
     Class A common stock.
 (5) Consists of options to purchase 61,250 shares of class A common stock which
     are exercisable within 60 days of April 27, 2001 and 1,018,583 shares of
     Class A common stock.
 (6) Consists of options to purchase 60,000 shares of class A common stock
     granted to each of our directors which are exercisable as of the date
     granted and 580,593 shares of Class A common stock.
 (7) Consists of the following as of April 27, 2001: (1) 2,000,000 shares of
     class A common stock, (2) 48,865,869 shares of series C preferred stock,
     which represented one-half of all series C preferred stock outstanding as
     of that date and includes 216,666 shares owned by the children of Gustavo
     A. Cisneros as to which Aspen Investments LLC has voting power, (3)
     currently exercisable options to purchase 60,000 shares of class A common
     stock, (4) 2,268,339 shares of series E preferred stock, which represented
     all of the series E preferred stock outstanding as of that date, and (5)
     4,536,678 shares of series E preferred stock that Aspen Investments LLC is
     obligated to purchase under the stock purchase agreement at closings on
     June 1 and August 1, 2001. Shares of series C preferred stock and series E
     preferred stock are convertible into AOLA's class C common stock at any
     time, on a one share-for-one share basis, and the class C common stock is
     convertible into class A common stock at any time, on a

                                        13
<PAGE>   14

     one share-for-one share basis. Adding all these shares, as of April 27,
     2001, Gustavo A. Cisneros, either directly or through Aspen Investments
     LLC, beneficially owned a total of 57, 730,886 shares of class A common
     stock.
 (8) Consists of the following as of April 27, 2001: (1) 2,000,000 shares of
     class A common stock, (2) 48,938,091 shares of series C preferred stock,
     which represented one-half of all series C preferred stock outstanding as
     of that date and includes 288,888 shares owned by the children of Ricardo
     J. Cisneros as to which Atlantis has voting power, (3) currently
     exercisable options to purchase 60,000 shares of class A common stock, (4)
     2,268,339 shares of series E preferred stock, which represented all of the
     series E preferred stock outstanding as of that date, and (5) 4,536,678
     shares of series E preferred stock that Atlantis Investments LLC is
     obligated to purchase under the stock purchase agreement at closings on
     June 1 and August 1, 2001. Shares of series C preferred stock and series E
     preferred stock are convertible into AOLA's class C common stock at any
     time, on a one share-for-one share basis, and class C common stock is
     convertible into class A common stock at any time, on a one share-for-one
     share basis. Adding all these shares, as of April 27, 2001, Ricardo J.
     Cisneros, either directly or through Atlantis Investments LLC, beneficially
     owned a total of 57,803,108 shares of class A common stock.
 (9) Consists of options to purchase 60,000 shares of class A common stock which
     are exercisable as of the date granted. Under AOL Time Warner Inc.'s and
     AOL's conflicts of interests standards, J. Michael Kelly, Michael Lynton,
     Robert W. Pittman and Gerald Sokol, Jr., each a member of our board as well
     as an employee of AOL Time Warner Inc. or AOL, must transfer the economic
     benefit of their options to AOL.
(10) Consists of options to purchase 60,000 shares of class A common stock
     granted to each of our directors which are exercisable as of the date
     granted and 8,000 shares of class A common stock.
(11) Consists of options to purchase 60,000 shares of class A common stock were
     granted to each of our directors which are exercisable as of the date
     granted, and 397,248 shares of class A common stock. Also includes 500
     shares of class A common stock, held in accounts for which Ms. Pieretti's
     husband is a cosignatory. Ms. Pieretti disclaims beneficial ownership of
     these 500 shares.
(12) Consists of the following as of April 27, 2001: (1) 4,000,000 shares of
     class A common stock, (2) 101,858,334 shares of series B preferred stock,
     representing all of the series B preferred stock outstanding as of such
     date, (3) currently exercisable options to purchase 240,000 shares of class
     A common stock held by certain directors of AOLA, (4) 4,717,374 shares of
     series D preferred stock, representing all of the series D preferred stock
     outstanding as of such date, (5) 9,434,749 shares of series D preferred
     stock that AOL was obligated to purchase under the terms of the stock
     purchase agreement at closings on June 1 and August 1, 2001, and (6)
     16,541,250 shares of class A common stock issuable pursuant to a warrant
     held by AOL. Shares of series B preferred stock and series D preferred
     stock are convertible into AOLA's class B common stock at any time, on a
     one share-for-one share basis, and such class B common stock is convertible
     into class A common stock at any time, on a one share-for-one share basis.
     Adding all these shares, as of April 27, 2001, AOL beneficially owned a
     total of 136,791,706 shares of class A common stock. AOL Time Warner Inc.,
     the parent of AOL, may be deemed jointly to beneficially own all these
     shares.
(13) Consists of class A common stock.
(14) Under Rule 13d-5(b)(1) promulgated under the Exchange Act, to the extent a
     "group" is deemed to exist by virtue of the March 30, 2001 stockholders'
     agreement, the voting agreement, and the AOL-ODC registration rights
     agreement, AOL and AOL Time Warner Inc. may be deemed to have beneficial
     ownership, under Sections 13(d) and 13(g) of the Exchange Act, of all of
     the equity securities of AOLA beneficially owned by entities within the
     Cisneros Group and each of Gustavo A. Cisneros and Ricardo J. Cisneros, and
     vice versa. Under Rule 13d-5(b)(1) promulgated under the Exchange Act, to
     the extent a "group" is deemed to exist by virtue of the Banco Itau
     registration rights agreement, AOL and AOL Time Warner Inc., one the one
     hand, and the entities within the Cisneros Group and Gustavo A. Cisneros
     and Ricardo J. Cisneros, on the other hand, may be deemed to have
     beneficial ownership, for purposes of Sections 13(d) and 13(g) of the
     Exchange Act, of all of the equity securities of AOLA beneficially owned by
     Banco Itau, and vice versa. Each of (1) AOL and AOL Time Warner Inc., (2)
     the entities within the Cisneros Group and Gustavo A. Cisneros and Ricardo
     J.

                                        14
<PAGE>   15

     Cisneros, and (3) Banco Itau, respectively, disclaims beneficial ownership
     of any AOLA securities directly or indirectly beneficially owned by the
     other.

ITEM 13. CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

2001 FINANCING

     Stock Purchase Agreement with AOL, the Cisneros Group and Banco Itau.  On
March 30, 2001, AOLA, AOL, the Cisneros Group and Banco Itau entered into a
stock purchase agreement, under which AOL purchased 4,717,374 shares of series D
preferred stock, the Cisneros Group purchased 4,536,678 shares of series E
preferred stock, and Banco Itau purchased 4,237,840 additional shares of class A
common stock, each at a price of $4.6875 per share on April 2, 2001. Under the
terms of the stock purchase agreement, AOL has agreed to purchase an additional
9,434,749 shares of series D preferred stock, and the Cisneros Group has agreed
to purchase an additional 9,073,358 shares of series E preferred stock. These
purchases will occur at closings that will take place on June 1 and August 1,
2001.

     If AOL defaults in the timely payment of the full amount owed to AOLA for
any shares to be purchased by AOL under the stock purchase agreement, the
Cisneros Group will have the right to cure such payment default by paying all or
a portion of the amount of the default and receiving a number of shares equal to
the amount of the default payment made by the Cisneros Group divided by $4.6875.
In addition, the Cisneros Group would then have the right to purchase from AOL
such aggregate number of shares of series B preferred stock, series D preferred
stock or class B common stock, as the Cisneros Group selects, up to an amount
equal to the number of shares purchased from AOLA pursuant to the share purchase
described in the preceding sentence, at a purchase price equal to $3.75. AOL has
the right to cure similar defaults by the Cisneros Group and to purchase shares
from AOLA at $4.6875 per share upon any default by the Cisneros Group, as well
as the right to purchase up to an equal aggregate amount of shares of series C
preferred stock, series E preferred stock or class C common stock from the
Cisneros Group in the event of such a default, at a purchase price of $3.75.

     Voting Agreement with AOL and the Cisneros Group.  In connection with the
stock purchase agreement, we entered into a voting agreement with AOL and the
Cisneros Group, dated as of March 30, 2001. Under the voting agreement, AOL and
the Cisneros Group also agreed to vote in favor of any additional actions
necessary to permit the automatic conversion of the shares of the series D and E
preferred stock purchased by AOL and the Cisneros Group into shares of series B
and C preferred stock, and to authorize the shares issued in the conversion (and
any shares of capital stock issuable upon conversion of those shares) to be
authorized for quotation or listing on the Nasdaq Stock Market.

THE REORGANIZATION

     Before August 7, 2000, the business of AOLA was conducted by affiliates of
AOL Latin America, S.L. AOL Latin America, S.L. is a limited liability company
organized in Spain in December 1998. AOL Latin America, S.L. was formed by AOL
and the Cisneros Group as a joint venture in which:

     - AOL contributed royalty-free license rights in exchange for its ownership
       interest. AOL's contribution of these rights was recorded at AOL's
       historical cost basis, which was zero; and

     - the Cisneros Group contributed an aggregate amount of approximately
       $100.1 million in exchange for its ownership interest. The Cisneros Group
       then sold at cost approximately 1.96% of its interest to Eduardo Hauser,
       Cristina Pieretti and Steven Bandel. Mr. Hauser is a named executive
       officer of AOLA, and Ms. Pieretti and Mr. Bandel are members of our
       board.

     On August 7, 2000, AOLA became the holding company of, and indirectly
acquired all of, AOL Latin America, S.L. and its affiliates through a corporate
reorganization. Under the corporate reorganization:

     - AOL exchanged its ownership interests in one of the two holding companies
       that owned AOL Latin America, S.L. and its affiliates for 101,858,334
       shares of our series B preferred stock;

                                        15
<PAGE>   16

     - The Cisneros Group exchanged its ownership interest in one of the two
       holding companies that owned AOL Latin America, S.L. and its affiliates
       for 99,861,910 shares of our series C preferred Stock;

     - Eduardo Hauser, Cristina Pieretti and Steven Bandel exchanged their
       ownership interests in one of the two holding companies that owned AOL
       Latin America S.L. for 1,996,424 shares of our series C preferred stock.
       Their shares of series C preferred stock immediately converted into
       shares of class A common stock; and

     - AOL received a warrant to purchase 16,541,250 shares in any combination
       of our series B preferred class A common or class B common stock.

     Under the corporate reorganization, AOL and the Cisneros Group agreed to
indemnify us and our affiliates, but not each other, for taxes attributable to
their ownership interests in the holding companies that owned AOL Latin America,
S.L., as well as other liabilities attributable to these holding companies,
arising before the reorganization.

STOCKHOLDERS' AGREEMENT, AS AMENDED, WITH AOL AND THE CISNEROS GROUP

     On August 7, 2000 we entered into a stockholders' agreement with AOL and
the Cisneros Group, which contains various provisions that affect the way in
which we operate our business and govern many important aspects of the
relationships among AOL, the Cisneros Group and us. On March 30, 2001, this
agreement was amended in connection with the equity investment by our principal
stockholders, AOL, the Cisneros Group and Banco Itau.

     Voting Agreement.  AOL and the Cisneros Group have agreed to vote all of
their shares of capital stock, which collectively represent 97.2% of the voting
power of our outstanding capital stock, to elect the four directors nominated by
our special committee for election by the holders of all shares of our
outstanding capital stock, voting together. Under the registration rights and
stockholders agreement, as amended, with Banco Itau, AOL and the Cisneros Group
have agreed to vote their shares of capital stock in favor of an individual
nominated by Banco Itau to serve as one of these four directors.

     Non-Compete.  AOL, the Cisneros Group and any entity in which either of
them owns a 35% or greater interest may not acquire more than a 35% interest in
a competitor of AOLA. The Cisneros Group may, however, own up to a 50% interest
in RSL Communications Latin America, Ltd. ("RSL-LA") or Galaxy Latin America
LLC, regardless of whether these companies are providing competitive online
services. Any entity that provides PC-based online services in Latin America to
a substantial consumer base is considered a competitor of AOLA. After the later
of December 15, 2003 or the date on which either AOL or the Cisneros Group owns
less than 20% of our outstanding capital stock, these restrictions will no
longer apply to AOL, the Cisneros Group and their affiliates.

     Until the later of August 7, 2005 or the date on which either AOL or the
Cisneros Group owns less than 20% of our outstanding capital stock:

     - neither the Cisneros Group, nor any entity in which it owns at least a
       35% interest, may acquire more than a 35% interest in a competitor that
       provides TV- or wireless-based online services in Latin America. However,
       the Cisneros Group may own up to a 50% interest in RSL-LA or Galaxy Latin
       America LLC, regardless of whether these companies are providing
       competitive online services; and

     - AOL may not offer in Latin America any AOL-branded TV-based online
       services or any AOL-branded wireless-based online services that it
       develops for commercial launch prior to August 7, 2004.

     The 20% threshold described above will be lowered in some instances,
including:

     - if an additional principal stockholder is admitted as a stockholder of
       AOLA;

     - if we issue more shares of our capital stock; or

     - if AOL exercises the warrant it holds.

     If either AOL or the Cisneros Group breaches these non-compete provisions,
then:

                                        16
<PAGE>   17

     - if the Cisneros Group is the breaching party, we will have the option to
       purchase all of the capital stock held by the Cisneros Group at its fair
       market value, less any damages resulting from the breach, in cash or by
       delivery of a promissory note, payable over a three-year term; or

     - if we do not exercise this option, AOL will have the option to purchase
       the shares from the Cisneros Group at their fair market value, less any
       damages resulting from the breach, in cash or in freely tradable shares
       of AOL common stock in installments over a three-year period; and

     - if AOL is the breaching party where PC-based online services are
       involved, the Cisneros Group will have the option to require AOL to
       purchase the Cisneros Group's shares at their fair market value, plus any
       damage resulting from the breach, in cash or in freely tradable shares of
       AOL common stock, in installments over a three-year period.

     Banco Itau has the right to enforce these non-compete provisions as long as
it owns at least 6% of our outstanding shares of capital stock calculated on a
fully diluted basis and can only enforce the non-compete so long AOL or the
Cisneros Group own at least 20% of our outstanding capital stock.

     Restrictions on Transfer.  Neither AOL nor the Cisneros Group may transfer
their shares of capital stock except:

     - to their wholly-owned affiliates or to each other;

     - through the sale of their businesses;

     - through the admission of another principal stockholder as described in
       the admission of additional principal stockholder paragraph, below;

     - up to 20% of their shares may be transferred to their employees or to the
       employees of their wholly owned affiliates and, in the case of the
       Cisneros Group, to designated Cisneros family members. Unless the
       transferred shares are converted into class A common stock, AOL or the
       Cisneros Group will retain the voting rights to those shares;

     - shares of class A common stock purchased in our initial public offering
       or that are issuable upon conversion of shares of B stock or C stock can
       be sold in a registered offering or under Rule 144 of the Securities Act
       of 1933, as amended; and

     - to another party, other than to a competitor, provided that they first
       offer their shares on the same terms to the other stockholder.

     Any transfer of capital stock will subject the person acquiring the shares
to the provisions of the stockholders' agreement.

     Admission of Additional Principal Stockholders.  AOL and the Cisneros Group
may admit one or more additional principal stockholders of AOLA. Any additional
stockholder would either receive new shares of our capital stock or would
acquire shares owned by AOL or the Cisneros Group. If the new stockholder is a
strategic stockholder, the Cisneros Group's ownership interest in AOLA will be
reduced at a disproportionately greater rate than AOL's ownership interest in
AOLA. To achieve the reduction, for example, either AOL or we would purchase
shares held by the Cisneros Group at their fair market value.

     Standstill Provisions.  Until December 15, 2003, neither AOL nor the
Cisneros Group may acquire any additional shares of our capital stock except:

     - shares in an amount equal to 5% of the sum of our outstanding shares of
       capital stock on March 30, 2001;

     - shares issuable to AOL upon the exercise of the warrant it holds;

     - shares of capital stock that we issue to them as payment for an asset or
       right sold to us;

     - shares of capital stock acquired in a tender or exchange offer for all of
our securities;

     - as approved by the party not acquiring the shares and the disinterested
members of our board; and

                                        17
<PAGE>   18

     - shares issued to them by Banco Itau pursuant to their exercise of a right
of first refusal.

     Commitments made by the Cisneros Group.  The Cisneros Group has agreed to
provide us with advertising, promotional and online content services. From the
beginning of our operations through December 31, 2000, we incurred $891,000 for
services, including personnel services and travel costs, provided by the
Cisneros Group. Some of these services were provided and will be provided in the
future at varying charges depending upon the type of service.

     Indemnification provision.  Our stockholders' agreement contains provisions
requiring us to indemnify AOL and the Cisneros Group for liabilities imposed
upon them for breach of fiduciary duty based upon their appropriation of our
business opportunities. These provisions, along with provisions in our license
and services agreements requiring us to indemnify AOL, are substantially similar
to those contained in our certificate of incorporation.

     Term and Termination.  The stockholders' agreement will terminate:

     - when AOL and the Cisneros Group no longer hold any shares of our capital
       stock;

     - when the parties mutually terminate the stockholders' agreement; or

     - June 30, 2048, whichever occurs first.

     Either AOL or the Cisneros Group may terminate the stockholders' agreement
if the other stockholder no longer holds at least 10% of our outstanding capital
stock.

THE AOL WARRANT

     On August 7, 2000, we issued a warrant to AOL to purchase 16,541,250 shares
in any combination of our series B preferred, class A common or class B common
stock at a per share exercise price equal to the initial public offering price
of $8.00. The warrant is immediately exercisable and has a ten-year term. The
number of shares issuable under the warrant may be increased if we, AOL or the
Cisneros Group issue or transfer shares to one or more additional strategic
stockholders. The warrant allows AOL to pay the exercise price due under the
warrant by tendering to us a portion of the shares subject to the warrant
instead of paying the exercise price in cash.

THE REGISTRATION RIGHTS AGREEMENT, AS AMENDED, WITH AOL AND THE CISNEROS GROUP

     On March 30, 2001, we amended our existing agreement with AOL and the
Cisneros Group to provide them with their respective registration rights for the
shares of class A common stock issuable upon conversion of their B stock, C
stock, and series D and E preferred stock, and in the case of AOL, upon the
exercise of the warrant it holds to purchase 16,541,250.

THE VOTING AGREEMENT AND IRREVOCABLE PROXY

     On August 7, 2000, the Cisneros Group transferred a total of 505,554 shares
of series C preferred stock to children of Gustavo A. Cisneros and Ricardo J.
Cisneros. We have entered into a voting agreement and irrevocable proxy with the
Cisneros Group and these transferees under which these transferees appointed
Aspen Investments LLC, in the case of shares held by the children of Gustavo A.
Cisneros, and Atlantis Investments LLC in the case of shares held by the
children of Ricardo J. Cisneros, as their respective representatives to vote his
or her shares. The voting agreement terminates only with respect to shares
transferred by a transferee in the future or if these shares of series C
preferred stock are converted into shares of our class A common stock.

                                        18
<PAGE>   19

THE AOL LICENSE AGREEMENT

Our License

     Under our license agreement with AOL, dated August 7, 2000, we have:

     - a royalty free, exclusive license to offer AOL-branded PC-based online
       services in Latin America;

     - the exclusive right to offer AOL-branded TV-based online services in
       Latin America;

     - the exclusive right to offer in Latin America any AOL-branded
       wireless-based online services developed by AOL for commercial launch on
       or before August 7, 2004; and

     - a non-exclusive license to offer a localized network of AOL-branded
       portals in Latin America, with an option to license exclusively any
       Spanish- or Portuguese-language AOL-branded portals that AOL may develop
       for the Latin American market, subject to our payment of a license fee.

     We also have the rights to use all related AOL proprietary software and
technology as well as AOL-registered domain names and principal trademarks in
Latin America.

     We have interconnected our America Online Brazil, America Online Mexico,
America Online Argentina country services and regional portal to the services
provided by AOL and its international affiliates. This interconnection provides
our members with access to the AOL services and AOL international interactive
services and permits AOL members worldwide to access the AOLA country services.
AOL is obligated to license to us, or to use commercially reasonable efforts to
obtain for us, the license rights it has in third-party software products used
in operating the AOL-branded interactive services. These third-party licenses
may be royalty-free or may require payments by us.

     From December 15, 1998 through December 31, 2000, we did not make any
payments to AOL for services received under the license agreement. We believe
that annual payments for these services will not exceed $60,000 in the future.

     We have the same rights to offer CompuServe-branded services. We only have
the right to offer AOL-and CompuServe-branded interactive services. We also have
a non-exclusive right to market and promote AOL's ICQ service in Latin America.
We do not have the right to offer Netscape, Digital City, MovieFone or any other
non-AOL-branded interactive service.

Termination of our exclusive rights

     We will lose the exclusivity of our licensed rights:

        - to AOL-branded PC-based online services, upon the later of December
          15, 2003 or the date on which either AOL or the Cisneros Group owns
          20% or less of the outstanding voting stock of AOLA; and

        - to AOL-branded TV-based and wireless-based online services, upon the
          later of August 7, 2005 or the date on which either AOL or the
          Cisneros Group owns 20% or less of the outstanding voting stock of
          AOLA.

     These 20% thresholds will be lowered if:

        - an additional strategic stockholder is admitted as a stockholder of
          AOLA;

        - we issue more shares of our capital stock; or

        - AOL exercises the warrant it holds to purchase 16,541,250 shares of
          class A common stock.

     AOL may terminate our rights under the license if we materially breach its
terms.

                                        19
<PAGE>   20

THE AOL SERVICES AGREEMENT

     We entered into a services agreement with AOL on August 7, 2000, under
which AOL provides various services to us, including:

     - localization of AOL software and software updates;

     - development and installation services, including requested modifications,
       enhancements and revisions to AOL's software;

     - host computer services;

     - network connections from our services to the AOL servers;

     - technical support;

     - training in areas such as marketing, business development, member
       support, public relations, finance and accounting;

     - support and maintenance for third-party software licensed to us by AOL;
       and

     - joint venture assistance.

     We have agreed to compensate AOL for these services at rates at least as
favorable to us as those charged by AOL to any other party, including joint
venture affiliates, but excluding affiliates that are at least 75% owned by AOL.
Based on our management's experience negotiating similar contracts, as well as
its knowledge of our competitors' cost structures, we believe that the terms of
the services agreement are at least as favorable as we could have obtained from
an unaffiliated third party.

     We have agreed to interconnect our America Online Brazil, America Online
Mexico and America Online Argentina country services and all future AOLA country
services to the services provided by AOL and its international affiliates. This
interconnection, which will be provided free of charge, will provide our members
with access to the AOL service and AOL International interactive services and
will permit AOL members worldwide to access the AOLA country services.

     For the 2000 fiscal year, we had incurred expenses totaling approximately
$11.2 million payable to AOL under our services agreement. We anticipate that
payments to AOL for these services will exceed $60,000 annually in the future,
but we are unable to estimate at this time the amount of the payments.

THE ICQ PROMOTION AGREEMENT

     We have entered into an agreement with AOL under which we have the right in
Latin America to promote AOL's ICQ service. As local versions of the ICQ service
are developed, we may engage in other marketing and cross-promotion activities
with AOL.

THE LETTER AGREEMENT REGARDING PUERTO RICO SUBSCRIBERS

     We entered into a letter agreement with AOL under which AOL transferred to
us the net economic benefit associated with subscribers to the service in Puerto
Rico, and these subscribers count toward our member totals. We anticipate that
payments to AOL for services provided under the letter agreement will exceed
$60,000, annually.

THE INTERACTIVE SERVICES AGREEMENT WITH AOL

     We entered into an interactive services agreement with AOL under which we
have created a mini-channel for AOL that will be the exclusive aggregator of
content of interest to Latinos living in the United States on the US version of
the AOL service, the aol.com website and Netscape, and which may also be
distributed on Digital City and CompuServe.

                                        20
<PAGE>   21

     We will share with AOL advertising and commerce revenues relating to this
mini-channel. We anticipate that the amounts involved will exceed $60,000
annually in the future, but we are unable to estimate at this time these
amounts.

RELATIONSHIPS WITH OFFICERS OF AOL TIME WARNER INC. AND AOL

     Two members of our board appointed by AOL are also executive officers of
AOL Time Warner Inc., and two members of our board are also directors of AOL
Time Warner Inc. Two members of our board appointed by AOL are also executive
officers of AOL.

     - Robert W. Pittman is the co-chief operating officer of AOL Time Warner
       Inc. and a director of AOL Time Warner Inc.;

     - J. Michael Kelly is the chief financial officer of AOL Time Warner Inc.;

     - Michael Lynton is the president of AOL International;

     - Gerald Sokol, Jr. is the senior vice president and general manager of AOL
       International; and

     - Miles R. Gilburne is a director of AOL Time Warner Inc.

RELATIONSHIPS WITH OFFICERS OF THE CISNEROS GROUP

     Four of the five members of our board appointed by the Cisneros Group are
also executive officers and directors of companies within the Cisneros Group.

     - Gustavo A. Cisneros oversees the management and operations of the
       Cisneros Group and is an executive officer and director of many of its
       constituent companies;

     - Ricardo J. Cisneros is an executive officer and director of many of the
       constituent companies of the Cisneros Group;

     - Steven I. Bandel holds several senior management positions in companies
       in the Cisneros Group and has the title of president and chief operating
       officer of the Cisneros Group; and

     - Cristina Pieretti holds a number of senior management positions in
       companies in the Cisneros Group and has the title of vice president of
       operations of the Cisneros Group.

OUR PURCHASE OF AOL'S LATIN AMERICAN COMPUSERVE CLASSIC SUBSCRIBERS

     In December 1998, we acquired AOL's Latin American CompuServe Classic
subscribers. The cost to acquire these subscribers was determined using a
formula that was based on the expected number of Latin American CompuServe
subscribers at December 15, 1999. Because the number of subscribers at December
15, 1999 was lower than expected, AOL repaid $879,000 to us during March 2000.

THE STRATEGIC INTERACTIVE SERVICES AND MARKETING AGREEMENT, AS AMENDED, WITH
BANCO ITAU

     We have entered into a ten-year strategic alliance with Banco Itau, one of
the largest banks in Latin America, which provides limited online financial
services to approximately one million of its approximately seven million banking
customers. We have created a co-branded, customized version of our America
Online Brazil service that Banco Itau markets to its customers. Banco Itau
customers that register for the co-branded service and receive approval from the
bank will be considered subscribers of the co-branded service.

     We are currently negotiating a proposed amendment to our strategic
marketing agreement with Banco Itau, which material proposed terms are described
below. Although the proposed amendment has not been formally memoralized, and
some of the following terms are still subject to change, we and Banco Itau are
operating under these terms:

                                        21
<PAGE>   22

     Unlimited access accounts for select Banco Itau customers and
employees.  Until October 31, 2001, Banco Itau will offer unlimited access to
the co-branded service as follows:

     - participating Banco Itau customers and Banco Itau employees will receive
       unlimited monthly access to the co-branded service. Banco Itau will pay
       us a fixed monthly fee for each bank employee that has an unlimited
       access account with the co-branded service. Banco Itau will pay us the
       lesser of the fee for actual usage or a fixed monthly fee for each bank
       customer that has an unlimited access account with the co-branded
       service.

THE REGISTRATION RIGHTS AND STOCKHOLDERS' AGREEMENT, AS AMENDED, WITH BANCO ITAU

     On August 11, 2000, we entered into a registration rights and stockholders'
agreement with Banco Itau. This agreement was subsequently amended on March 30,
2001 in connection with the equity investment by AOL, the Cisneros Group and
Banco Itau. The agreement limits Banco Itau's ability to compete with us, gives
Banco Itau representation rights on our board and governs many aspects of Banco
Itau's ability to sell its shares of class A common stock.

     Non-Compete.  Banco Itau and any entity in which Banco Itau owns a 35% or
greater interest may not acquire more than a 35% interest in one of our
competitors. Any entity that provides PC-based online services in Latin America
to a substantial consumer base is considered a competitor of AOLA. These
restrictions will no longer apply to Banco Itau and its affiliates after the
later of December 15, 2003 or the date on which Banco Itau owns less than 6% of
our outstanding capital stock.

     Until the later of August 7, 2005 or the date on which Banco Itau owns less
than 6% of our outstanding capital stock, neither Banco Itau, nor any entity in
which it owns at least a 35% interest, may acquire more than a 35% interest in a
competitor that provides TV- or wireless-based online services in Latin America.

     If Banco Itau breaches these non-compete provisions, then:

     - we will have the option to purchase all of the capital stock held by
       Banco Itau at its fair market value, less any damages resulting from the
       breach, in cash or by delivery of a promissory note, payable over a
       three-year term; or

     - if we do not exercise this option, AOL will have the option to purchase
       the shares from Banco Itau at their fair market value, less any damages
       resulting from the breach, in cash or in freely tradable shares of AOL
       common stock in installments over a three-year period.

     Banco Itau has the right to enforce the provisions of our stockholders'
agreement with AOL and the Cisneros Group that limit AOL's and the Cisneros
Group's ability to compete with us. Banco Itau's right to enforce the
non-compete will continue until the earlier of the date that our strategic
interactive services and marketing agreement with Banco Itau is terminated, the
date on which Banco Itau owns less than 6% of our outstanding capital stock, and
August 2010.

     Board Representation.  Banco Itau is entitled to nominate one of our 14
directors, and AOL and the Cisneros Group have agreed to vote their shares of
capital stock in favor of the election of Banco Itau's nominee. This right to
representation on our board will continue for two years after the date of the
agreement and then for as long as Banco Itau holds at least 41% of its
31,700,000 shares of class A common stock issued on August 11, 2000 (the
"Initial Shares"), and the strategic interactive services and marketing
agreement remains in effect.

     Lock-Up.  Banco Itau has agreed not to dispose of or hedge (other than
certain repurchase transactions) any of the Initial Shares except that Banco
Itau may sell specified portions of the Initial Shares from and after agreed
upon release dates.

                                        22
<PAGE>   23

     The table below shows the percentage of the Initial Shares that will remain
subject to the lock-up on each release date:

<TABLE>
<CAPTION>
                                                  LOCKED-UP
RELEASE DATE                                    INITIAL SHARES
------------                                   ----------------
<S>                                            <C>
December 10, 2001............................       83.33%
December 10, 2002............................       41.67%
December 10, 2003............................       25.00%
December 10, 2004............................        8.33%
December 10, 2005............................        0.00%
</TABLE>

     The lock-up will terminate if there is a change of control of AOLA, if
Banco Itau validly terminates the strategic interactive services and marketing
agreement or if AOLA terminates the strategic interactive services and marketing
agreement after December 10, 2003.

     Banco Itau has also agreed that in a single day it will not dispose of
shares of any of its class A common stock including the Initial Shares and the
shares purchased under the March 30, 2001 stock purchase agreement on the Nasdaq
National Market, or any other market on which the class A common stock is
listed, if the disposition will exceed 10% of the average trading volume during
the prior 20 trading days. This 10% restriction does not apply to sales by Banco
Itau:

     - in underwritten offerings;

     - in single block trades if Banco Itau receives a price in all such trades
       that is at least equal to 95% of the prior day's closing price, provided
       that if Banco Itau receives less than 100% of the prior day's closing
       price, Banco Itau may only complete one series of trades that exceed the
       10% restriction every ten trading days; and

     - in a series of trades in a single day if Banco Itau receives a price in
       all such trades that is at least equal to 95% of the prior day's closing
       price, provided that if Banco Itau receives less than 100% of the prior
       day's closing price, Banco Itau may only complete one series of trades
       that exceed the 10% restriction every ten trading days.

     Further, Banco Itau has agreed that through March 30, 2003 it will comply
with the volume limitations of Rule 144 under the Securities Act for all shares
sold on the Nasdaq National Market. After March 30, 2003, during any 90-day
period it will not sell on the Nasdaq National Market more than the greater of
1% of the number of shares of class A common stock outstanding, calculated on an
as converted basis, as of the start of such 90-day period and the number of
shares of capital stock that may be sold under the volume limitations of Rule
144.

     Repurchase Agreements.  Itau Bank has informed us that it has entered into
derivative securities transactions with investment banks and/or banking
institutions and may enter into similar derivative securities transactions in
the future. As part of these arrangements, Itau Bank purchased call options from
certain investment banks to repurchase shares of class A common stock and issued
put options to these investment banks to require Itau Bank to repurchase shares
of class A common stock held by it in repurchase or similar transactions, and
may continue to arrange repurchase or similar transactions during the period in
which it holds shares of class A common stock. Banco Itau has agreed to maintain
sole voting control over the shares and that it will take back the shares upon
the expiration of any of these transactions. Banco Itau does retain the risk of
loss on the shares. Although our lock-up agreement with Banco Itau will not
apply to these repurchase agreements, subsequent sales will remain subject to
other restrictions under the amended and restated registration rights agreement
and subsequent sales with respect to the Initial Shares will remain subject to
the subscription agreement and lock-up. Banco Itau has also agreed that all of
the repurchase transactions involving the Initial Shares will comply with
Regulation S under the Securities Act.

     Registration Rights.  We have agreed to provide Banco Itau with
registration rights for the shares of class A common stock that it owns that are
not locked up.

                                        23
<PAGE>   24

     Tag Along Right.  Banco Itau has the right to participate on the same terms
in sales or transfers by either or both of AOL and the Cisneros Group of shares
of class A common stock or securities that are convertible into class A common
stock. For this tag along right to be triggered, either or both of AOL and the
Cisneros Group must sell or transfer in a 12-month period more than 15% of their
shares of class A common stock held as of August 11, 2000, calculated on an as
converted basis. Banco Itau is entitled to sell the same percentage of shares as
whichever of AOL and the Cisneros Group is selling, or, if both are selling, the
same percentage as whichever of AOL and the Cisneros Group has sold the greatest
percentage. Banco Itau may only sell shares that are not locked up. This tag
along right does not apply to sales by the Cisneros Group to AOL, or if AOL or
the Cisneros Group sells or transfers securities:

     - to their 75%-owned affiliates;

     - in a public offering;

     - in a financing transaction in which they retain the right to vote their
       shares; or

     - by gift.

     Banco Itau's tag along right will terminate if the strategic interactive
services and marketing agreement is terminated for any reason other than a
breach of the agreement by us, or Banco Itau holds less than approximately 21%
of the Initial Shares.

     Right of First Refusal.  Banco Itau has a right of first refusal for any
convertible debt or equity security we intend to offer, except if we offer
convertible debt or equity securities for non-cash consideration. The amount
Banco Itau is entitled to purchase is equal to the number of shares of class A
common stock then held by Banco Itau divided by the total outstanding shares of
class A common stock, calculated on a fully-diluted basis.

     Based on our management's experience negotiating similar arrangements to
our strategic alliance with Banco Itau, as well as our management's knowledge of
our competitors' cost structures, we believe that the terms of strategic
interactive services and marketing agreement are at least as favorable as we
could have obtained from an unaffiliated third party.

                                        24
<PAGE>   25

                                   SIGNATURES

     Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment No. 1 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized in Fort Lauderdale, Florida, on April 30, 2001.

                                          AMERICA ONLINE LATIN AMERICA, INC.

                                          By: /s/ CHARLES M. HERINGTON
                                            ------------------------------------
                                              Charles M. Herington
                                            Chief Executive Officer

                                        25