<PAGE>   1
                                                                    Exhibit 10.2

   CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY THE
 PHRASE (**text removed here**), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
   SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
                        EXCHANGE ACT OF 1934, AS AMENDED.




                              AMENDED AND RESTATED
                             STOCKHOLDERS' AGREEMENT

                                  by and among

                       AMERICA ONLINE LATIN AMERICA, INC.,
                             a Delaware corporation,

                              AMERICA ONLINE, INC.,
                             a Delaware corporation,

                             ASPEN INVESTMENTS LLC,
                      a Delaware limited liability company,

                                       and

                            ATLANTIS INVESTMENTS LLC,
                      a Delaware limited liability company

                           DATED AS OF MARCH 30, 2001


<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----

<S>                                                                                                              <C>
ARTICLE I DEFINITIONS.............................................................................................3

   SECTION 1.1 DEFINITIONS........................................................................................3
   SECTION 1.2 USAGE GENERALLY; INTERPRETATION...................................................................11

ARTICLE II  PURPOSE..............................................................................................11

   SECTION 2.1  PURPOSE..........................................................................................11
   SECTION 2.2  NO PARTNERSHIP...................................................................................12
   SECTION 2.3  VOTING...........................................................................................12

ARTICLE III VOTING PROVISIONS....................................................................................12

   SECTION 3.1  VOTING AGREEMENTS................................................................................12

ARTICLE IV  NON-COMPETITION......................................................................................13

   SECTION 4.1  NON-COMPETITION WITH THE COMPANY.................................................................13
   SECTION 4.2  REPURCHASE UPON BREACH...........................................................................15

ARTICLE V  RESTRICTIONS ON TRANSFERS.............................................................................19

   SECTION 5.1  PROHIBITED TRANSFERS.............................................................................19
   SECTION 5.2  PERMITTED TRANSFERS..............................................................................19
   SECTION 5.3  RIGHTS OF FIRST REFUSAL..........................................................................21
   SECTION 5.4  CLOSING DELIVERIES...............................................................................22
   SECTION 5.5  DIRECT COMPREHENSIVE COMPETITOR..................................................................22
   SECTION 5.6 PURCHASE OF THE ODC HOLDINGS; INSTALLMENT PAYMENTS................................................23
   SECTION 5.7 THIRD-PARTY EQUITY PARTICIPANTS...................................................................23

ARTICLE VI  REGISTRATION RIGHTS..................................................................................25

   SECTION 6.1  REGISTRATION RIGHTS..............................................................................25

ARTICLE VII  DEFAULT IN CAPITAL CONTRIBUTIONS; ODC ADDITIONAL PROTECTIONS; ODC NON-MONETARY OBLIGATIONS..........26

   SECTION 7.3  ODC NON-MONETARY CONTRIBUTIONS...................................................................26

ARTICLE VIII  OTHER AGREEMENTS; LEGENDS..........................................................................26

   SECTION 8.1  LEGENDS..........................................................................................26
   SECTION 8.2  LIMITATION OF LIABILITY..........................................................................27

ARTICLE IX  TERM AND TERMINATION.................................................................................28

   SECTION 9.1  TERM.............................................................................................28
   SECTION 9.2  TERMINATION......................................................................................28

ARTICLE X  STANDSTILL PROVISIONS; INDEMNIFICATION................................................................28

   SECTION 10.1  LIMITATIONS ON HOLDERS' OWNERSHIP...............................................................28
   SECTION 10.2  INDEMNIFICATION.................................................................................29

ARTICLE XI  MISCELLANEOUS........................................................................................30

   SECTION 11.1  CONFIDENTIAL INFORMATION........................................................................30
   SECTION 11.2  GOVERNING LAW...................................................................................31
   SECTION 11.3  ENTIRE AGREEMENT................................................................................32
   SECTION 11.4  ASSIGNMENT......................................................................................32
   SECTION 11.5  SURVIVAL........................................................................................32
   SECTION 11.6  NOTICES.........................................................................................32
   SECTION 11.7  COUNTERPARTS; FACSIMILES........................................................................34
   SECTION 11.8  EXPENSES........................................................................................34
   SECTION 11.9  FURTHER ASSURANCES..............................................................................34
   SECTION 11.10  CONSTRUCTION...................................................................................34
   SECTION 11.11  SEVERABILITY...................................................................................34
   SECTION 11.12  JOINT AND SEVERAL LIABILITY....................................................................35


</TABLE>


                                       i
<PAGE>   3




                  AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

         This AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "AGREEMENT") is
made as of this 30th day of March, 2001 (the "EFFECTIVE DATE"), by and among
America Online Latin America, Inc., a Delaware corporation having its principal
place of business at 6600 N. Andrews Avenue, Suite 500, Fort Lauderdale, Florida
33309 (the "COMPANY"), America Online, Inc., a Delaware corporation having its
principal place of business at 22000 AOL Way, Dulles, Virginia 20166 ("AOL"),
Aspen Investments LLC, a Delaware limited liability company having its principal
place of business at 550 Biltmore Way, Suite 900, Coral Gables, Florida 33134
("ASPEN"), and Atlantis Investments LLC, a Delaware limited liability company
having its principal place of business at 550 Biltmore Way, Suite 900, Coral
Gables, Florida 33134 ("ATLANTIS", and together with Aspen, "ODC"). AOL,
Atlantis and Aspen are sometimes hereinafter referred to, collectively, as the
"STOCKHOLDERS" and, individually, as a "STOCKHOLDER."

         WHEREAS, the Company, AOL and Riverview Media Corp., a British Virgin
Islands corporation ("Riverview"), previously entered into a Stockholders'
Agreement, dated as of August 7, 2000 (the "ORIGINAL AGREEMENT");

         WHEREAS, pursuant to the AOL-LA Share Transfer and Assignment
Agreement, dated as of December 28, 2000, by and between Riverview, Aspen and
Atlantis (the "ASSIGNMENT AGREEMENT"), Riverview assigned to each of Aspen and
Atlantis all of its right, title and interest in and to 48,649,203 shares of the
Company's Series C Redeemable Convertible Preferred Stock, par value $.01 per
share (the "SERIES C PREFERRED STOCK"), and 2,000,000 shares of the Company's
Class A Common Stock, par value $.01 per share (the "CLASS A COMMON STOCK");

         WHEREAS, pursuant to the provisions of a Stock Purchase Agreement,
dated as of March 30, 2001 (the "STOCK PURCHASE AGREEMENT"), by and among the
Company, the Stockholders and the other parties named therein, (i) AOL has
agreed to purchase from the Company shares of the Company's Series D Redeemable
Convertible Preferred Stock, $.01 par value per share (the "SERIES D PREFERRED
STOCK") and/or additional shares of the Company's Series B Redeemable
Convertible Preferred Stock, $.01 par value per share (the "SERIES B PREFERRED
STOCK"), and (ii) ODC has agreed to purchase from the Company shares of the
Company's Series E Redeemable Convertible Preferred Stock, $.01 par value per
share (the "SERIES E PREFERRED STOCK") and/or additional shares of Series C
Preferred Stock, and in connection therewith the parties wish to make such
shares of the Series D Preferred Stock and the Series E Preferred Stock, and
such additional shares, if any, of the Series B Preferred Stock and Series E
Preferred Stock, as well as any capital stock issuable upon conversion of any
thereof, subject to the provisions of the Original Agreement and to effect
certain additional changes, and in connection therewith, the Company and the
Stockholders desire to amend and restate the Original Agreement as described
herein;

         WHEREAS, the Company has an authorized capital of 1,750,000,000 shares
of common stock, consisting of 1,250,000,000 shares of Class A Common Stock,
250,000,000 shares of Class B Common Stock, par value $.01 per share (the "CLASS




<PAGE>   4

B COMMON STOCK"), 250,000,000 shares of Class C Common Stock, par value $.01 per
share (the "CLASS C COMMON STOCK", and collectively with the Class A Common
Stock and the Class B Common Stock, the "COMMON STOCK"), and 500,000,000 shares
of Preferred Stock, par value $.01 per share, consisting of 150,000,000 shares
of Series B Preferred Stock, 150,000,000 shares of Series C Preferred Stock ,
25,000,000 shares of Series D Preferred Stock and 25,000,000 shares of Series E
Preferred Stock, (the Series E Preferred Stock together with the Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are
sometimes collectively referred to herein as, the "PREFERRED STOCK");

         WHEREAS, as of the date hereof AOL owns all of the issued and
outstanding shares of Series B Preferred Stock and Series D Preferred Stock and
will, pursuant to the Stock Purchase Agreement, acquire additional shares of
Series D Preferred Stock and/or Series B Preferred Stock, and ODC owns or has
the sole voting power for all of the issued and outstanding shares of Series C
Preferred Stock and Series E Preferred Stock and will, pursuant to the Stock
Purchase Agreement, acquire additional shares of Series E Preferred Stock and/or
Series C Preferred Stock;

         WHEREAS, upon the satisfaction of certain conditions, the Series D
Preferred Stock will automatically convert into Series B Preferred Stock and the
Series E Preferred Stock will automatically convert into Series C Preferred
Stock;

         WHEREAS, AOL and its permitted transferees may elect to convert any or
all of the shares of Series B Preferred Stock and Series D Preferred Stock into
shares of Class B Common Stock and ODC and its permitted transferees may elect
to convert any or all of the shares of Series C Preferred Stock and Series E
Preferred Stock into shares of Class C Common Stock;

         WHEREAS, AOL and its permitted transferees may elect to convert the
shares of Class B Common Stock received upon conversion of the shares of Series
B Preferred Stock and Series D Preferred Stock into shares of Class A Common
Stock and ODC and its permitted transferees may elect to convert the shares of
Class C Common Stock received upon conversion of the shares of Series C
Preferred Stock and Series E Preferred Stock into shares of Class A Common
Stock;

         WHEREAS, upon the transfer of ownership of any shares of Series B
Preferred Stock or Series C Preferred Stock, other than a transfer permitted
under Section 5.2 or pursuant to the provisions of the Certificate of
Incorporation (as defined herein) such shares shall, automatically and with no
further action being required by any party to such transfer or otherwise, be
converted into shares of Class B Common Stock or Class C Common Stock at the
applicable Conversion Ratio (as defined in the Certificate of Incorporation)
then in effect and thereafter each such share of Class B Common Stock or Class C
Common Stock, as applicable, immediately and automatically shall be converted
into one share of Class A Common Stock;

         WHEREAS, upon the transfer of ownership of any shares Series D
Preferred Stock or Series E Preferred Stock, other than a transfer permitted
under Section 5.2 or pursuant to the provisions of the Certificate of



                                       2
<PAGE>   5


Designations (as defined herein), such shares shall, automatically and with no
further action being required by any party to such transfer or otherwise, be
converted into shares of Class A Common Stock at conversion ratios equal to the
Class D Conversion Ratio or Class E Conversion Ratio, as applicable (as such
terms are defined in the Certificate of Designations);

         WHEREAS, upon the transfer of ownership of any shares of Class B Common
Stock or Class C Common Stock, other than a transfer permitted under Section 5.2
or pursuant to the Certificate of Incorporation, such shares shall,
automatically and with no further action being required by any party to such
transfer or otherwise, be converted into shares of Class A Common Stock at a
rate of one share of Class A Common Stock for each share of Class B Common Stock
or Class C Common Stock;

         WHEREAS, the Company and the Stockholders have agreed that the Company
shall, at the request of a Holder (as defined herein), register under the
Securities Act (as defined herein) and register or qualify under any applicable
state securities or Blue Sky laws, shares of Class A Common Stock owned from
time to time by such Holder so as to permit the Holder to sell in the public
markets the shares of Class A Common Stock into which such shares of Class B
Common Stock and Class C Common Stock are converted;

         WHEREAS, the Company and the Stockholders have agreed on certain
restrictions with respect to the transfer of shares of Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Class B Common Stock and Class C Common Stock; and

         WHEREAS, the Stockholders wish to promote their mutual interests by
imposing certain restrictions and obligations on each other and on the shares of
Preferred Stock and Common Stock now or hereafter owned by each, and, further,
to provide for certain matters pertaining to the management and governance of
the Company;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties hereto hereby agree to
amend and restate the Original Agreement, as amended by the First Amendment, in
its entirety as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1 DEFINITIONS. The following terms shall, for the purposes of
this Agreement and the Schedules and Exhibits hereto, have the following
meanings (terms defined in the singular or the plural include the plural or the
singular, as the case may be):

         "ACCESS SERVICES" shall mean, collectively, PC Access Services, TV
Access Services and Wireless Access Services.

         "ACQUIRING PARTY" has the meaning given in Section 4.2(b).


                                       3
<PAGE>   6


         "ACTION" has the meaning given in the Certificate of Incorporation.

         "AFFILIATE" of any Person shall mean any other Person that, directly or
indirectly, controls, is under common control with or is controlled by that
Person. For purposes of this definition, "control" (including, with its
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.

         "AGGREGATED SIGNIFICANT COMPETITORS" with respect to Access Services
shall mean Persons (a) that in the aggregate have Access Service Permanent
Subscribers in those countries within the Territory in which the Company
provides Access Services equal to or greater than thirty-five percent (35%) of
the Access Service Permanent Subscribers of the Company in the Territory,
provided that such Persons in the aggregate have at least 315,000 PC Access
Service Permanent Subscribers in the Territory, or (b) that in the aggregate
have Access Service Permanent Subscribers in Brazil equal to or greater than
thirty-five (35%) of the Access Service Permanent Subscribers of the Company in
Brazil, provided that such Persons have at least 105,000 PC Access Service
Permanent Subscribers in BRAZIL. For avoidance of doubt, IP (i.e., Internet
protocol) telephony and related subscribers and customers shall not be
considered in determining whether a Person is a Significant Competitor or
Persons together are Aggregated Significant Competitors.

         "AOL" has the meaning set forth in the preamble.

         "AOL-BRANDED" has the meaning given in the Certificate of
Incorporation.

         "AOL DIRECTORS" shall mean, collectively, the Class B Directors of the
Company (as such term is defined in the Certificate of Incorporation).

         "AOL LATIN AMERICA" shall mean AOL Latin America, S.L. (f/k/a
Tesjuates, S.L.) a limited liability company organized under the laws of the
Kingdom of Spain and a wholly owned Subsidiary of the Company.

         "AOL LICENSE" shall mean the AOL License Agreement, dated as of August
7, 2000, by and between AOL and AOL Latin America.

         "AOL MARKS" has the meaning set forth in the AOL License.

         "AOL OLS AGREEMENT" shall mean the AOL Online Services Agreement, dated
as of August 7, 2000, by and between AOL and AOL Latin America.

          "AOL SERVICE(S)" shall mean the Interactive Services that are PC
Access Services provided worldwide, including the AOL-US Service and any other
international AOL Services, under the brand name America Online(TM) and/or
AOL(TM) existing as of the date hereof or in the future as modified from time to
time.




                                       4
<PAGE>   7

         "AOL STOCK" has the meaning given in Section 4.2(a).

          "AOL-US SERVICE" shall mean the principal AOL Services provided by AOL
to United States residents on the date hereof, as such service shall be modified
from time to time.

         "ASPEN" has the meaning set forth in the preamble.

         "ATLANTIS" has the meaning set forth in the preamble.

         "BOARD" or "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

         "BUSINESS" has the meaning given in Section 2.1(a).

         "BUSINESS DAY" shall mean any day, other than a Saturday or Sunday, on
which federally chartered banks in the United States are open for business.

         "BY-LAWS" shall mean the By-laws of the Company as in effect as of the
date of this Agreement, as the same may be amended from time to time in
accordance with the terms thereof.

         "CALL OPTION" has the meaning given in Section 5.7(b).

         "CALL OPTION CLOSING" has the meaning given in Section 5.7(b).

         "CERTIFICATE OF DESIGNATIONS" shall mean the Certificate of
Designations of the Company which authorizes the issuance of the Series D
Preferred Stock and the Series E Preferred Stock.

         "CERTIFICATE OF INCORPORATION" shall mean the Certificate of
Incorporation of the Company as in effect as of the date of this Agreement, as
the same may be amended from time to time in accordance with the terms thereof.

         "CIS LICENSE" shall mean the CIS License Agreement, dated as of August
7, 2000, by and between AOL and AOL Latin America.

         "CIS MARKS" has the meaning given in the CIS OLS Agreement.

         "CIS OLS AGREEMENT" shall mean the CIS Online Services Agreement, dated
as of August 7, 2000, by and between CompuServe and AOL Latin America.

         "CISNEROS FAMILY" shall mean Ricardo Cisneros, Gustavo Cisneros and/or
their lineal descendants, individually or collectively and/or any trusts for the
exclusive benefit of any one or more of such persons.

         "CLASS A COMMON STOCK" has the meaning set forth in the recitals above.

         "CLASS B COMMON STOCK" has the meaning set forth in the recitals above.


                                       5
<PAGE>   8


         "CLASS C COMMON STOCK" has the meaning set forth in the recitals above.

         "COMMISSION" shall mean the Securities and Exchange Commission, or any
successor agency performing the functions currently performed by the Securities
and Exchange Commission.

         "COMMON STOCK" has the meaning set forth in the recitals above.

         "COMMUNICATION SERVICES" has the meaning given in the Certificate of
Incorporation.

         "COMPANY" has the meaning set forth in the first paragraph hereof.

         "COMPANY SECURITIES" shall mean any shares of Common Stock or other
Voting Stock.

         "COMPUSERVE" shall mean CompuServe Interactive Services, Inc.

         "COMPUSERVE-BRANDED" shall mean, with respect to any internet or online
service that such service includes the word "CompuServe" as an integral part of
the name of such internet or online service. For the avoidance of doubt, a
reference to an internet or online service being a "CompuServe" internet or
online service shall not make such service "CompuServe-branded".

         "CONFIDENTIAL INFORMATION" has the meaning given in Section 11.1.

         "CONTENT" has the meaning given in the Certificate of Incorporation.

         "DAMAGES" has the meaning given in the Certificate of Incorporation.

         "DEFAULT RATE" shall mean a per annum rate of interest equal to the
Prime Rate plus two hundred (200) basis points.

         "DIRECT COMPREHENSIVE COMPETITOR" has the meaning given in Section 5.5.

         "DIRECTLY COMPETITIVE SERVICE" has the meaning given in Section 6.2(a).

         "DISPROPORTIONATE DILUTION" has the meaning given in Section 5.7(b).

         "EFFECTIVE DATE" has the meaning set forth in the preamble.

         "EMPLOYEE" has the meaning given in the Certificate of Incorporation.

         "ENCUMBRANCE" shall mean any mortgage, pledge, security interest, lien,
restriction on use or transfer, other than those imposed by law, voting
agreement, adverse claim or encumbrance or charge of any kind (including any
agreement to give any of the foregoing), any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of, or any
agreement to give, any financing statement under the Uniform Commercial Code or
similar law of any jurisdiction.



                                       6
<PAGE>   9

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder,
as amended.

         "EXERCISE NOTICE" has the meaning given in Section 7.1(b).

         "FAIR MARKET VALUE" shall mean (i) with respect to a share of any
Common Stock of the Company as of any date, the average closing price for a
share of Class A Common Stock as quoted on any national securities exchange or
on the NASDAQ National Market System for the fifteen trading days ending on the
second trading day prior to such date as reported in the Eastern Edition of THE
WALL STREET JOURNAL and (ii) as of any date with respect to a share of any
Voting Stock of the Company convertible into Common Stock, the aggregate Fair
Market Value of the shares of Common Stock into which such share of Voting Stock
is then convertible. If the Class A Common Stock shall not be listed on any such
exchange or traded on any such automated quotation system on all such trading
days during such 15-trading day period, the closing or latest reported price for
Class A Common Stock in the over-the-counter market on each trading day on which
such shares are not so listed or traded as reported by NASDAQ or, if not so
reported, then the last sale price for each such day, as reported by the
National Quotation Bureau Incorporated, or if such organization is not in
existence, by an organization providing similar services (as determined by the
Board), shall be deemed to be the closing price on such trading day. If, at a
time when the Class A Common Stock is trading other than on such an exchange,
there shall not have been a sale on any such trading day, the mean of the last
reported bid and asked quotations as reported in the Eastern Edition of THE WALL
STREET JOURNAL for Class A Common Stock on such day shall be deemed to be the
closing price. If the shares of Class A Common Stock shall not be so reported on
any of such trading days, then the Fair Market Value per share of such Class A
Common Stock shall be the fair market value thereof as determined in the
reasonable judgment of the Board of Directors. For the purpose hereof, "trading
day" shall mean a day on which the securities exchange or automated quotation
system specified herein shall be open for business or, if the shares of Class A
Common Stock shall not be listed on such exchange or automated quotation system
for such period, a day with respect to which quotations of the character
referred to in the next preceding sentence shall be reported.

         "GCL" shall mean the General Corporation Law of the State of Delaware.

         "GLA" shall mean Galaxy Latin America, LLC, a limited liability company
organized under the laws of the State of Delaware, and its successors.

         "GOVERNMENTAL AUTHORITY" shall mean any domestic or foreign national,
state or municipal or other local government or multi-national body, any
subdivision, agency, commission or authority thereof, or any quasi-governmental
or private body exercising any regulatory authority thereunder and any
corporation, partnership or other entity directly or indirectly owned by or
subject to the control of any of the foregoing.


                                       7
<PAGE>   10


         "HOLDER" shall mean, as of any date, a holder of Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock, Class B Common Stock or Class C Common Stock outstanding on such date.

         "INTERACTIVE SERVICES" has the meaning given in the Certificate of
Incorporation.

         "INTERNET PORTAL SERVICES" has the meaning given in the Certificate of
Incorporation.

         "LAUNCH" shall mean the first commercial availability of an Interactive
Service to potential Subscribers in the Territory or a country in the Territory,
as applicable.

         "LOCALIZED" or "LOCALIZATION" shall mean (a) the translation of an
Interactive Service into the language(s) primarily used in a particular country;
and (b) the localization of Content and/or Communication Services, as the case
may be, available through such Interactive Service that is specific to such
country.

         "MAXIMUM DISPROPORTIONATE DILUTION" has the meaning given in section
5.7(b).

         "NON-ACCESS SERVICE" has the meaning given in Section 6.2(a).

          "ODC" has the meaning given in the preamble.

          "ODC BUSINESS UNIT" has the meaning given in Section 5.2.

          "ODC DIRECTORS" shall mean, collectively, the Class C Directors of the
Company (as such term is defined in the Certificate of Incorporation).

          "OPERATING ENTITY" has the meaning given in the Certificate of
Incorporation.

         "ORIGINAL AGREEMENT" has the meaning set forth in the recitals above.

         "PARENT ENTITY" has the meaning given in the Certificate of
Incorporation.

         "PARTY" shall mean each of AOL, ODC and the Company, and each other
Person who becomes a party to this Agreement in accordance with the provisions
hereof.

         "PC ACCESS SERVICES" has the meaning given in the Certificate of
Incorporation.

         "PERMANENT SUBSCRIBER" shall mean, as of any date and with respect to
any Access Service, a Subscriber that has used the applicable Access Service
during the longer of (i) the ninety (90)-day period preceding such date and (ii)
the period preceding such date consisting of sixty (60) days plus the duration
of any free trial period involving such service to which such person is
entitled. Notwithstanding the foregoing, if one or more Access Services is
bundled with one or more other Access Services, a Subscriber shall be deemed to
be a Permanent Subscriber if the foregoing test has been met with respect to at
least one of such bundled Access Services.


                                       8
<PAGE>   11


         "PERSON" shall mean an individual, sole proprietorship, corporation,
partnership, limited liability company, joint venture, trust, unincorporated
organization, mutual company, joint stock company, estate, union, employee
organization, bank, trust company, land trust, business trust or other
organization, whether or not a legal entity, or a Governmental Authority.

         "PREFERRED STOCK" has the meaning set forth in the recitals above.

         "PRIME RATE" shall mean, for any date, the rate of interest per annum
publicly announced from time to time as the prime rate in effect as of such date
as reported in the "Money Rates" column of the Eastern Edition of THE WALL
STREET JOURNAL or other comparable source as agreed to by the Parties if THE
WALL STREET JOURNAL is not then publishing such figures. Each change in the
Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.

         "PUBLIC SALE" shall mean a sale of securities pursuant to an offering
registered under the Securities Act or in a transaction pursuant to Rule 144 of
the Securities Act.

         "PURCHASE NOTICE" has the meaning given in Section 5.7(b).

         "REGISTRATION RIGHTS AGREEMENT" has the meaning given in Section 6.1.

         "RESTRICTED ACTIVITIES" has the meaning given in Section 4.1(a).

         "RESTRICTED TRANSFEREE" shall mean any Person that would cause a
Stockholder to be in violation of the non-competition provisions of Article IV
hereof if such person became and remained a Special Affiliate of such
Stockholder and shall include, without limitation, each of Terra Networks, Star
Media, Universo Online, IG.com, El Sitio/O Site, Telmex/Prodigy, Ciudad
Internet/Clarin, Microsoft or any of their respective Affiliates.

         "RSL-LA" shall mean RSL Communications, Latin America, Ltd., an
international business company organized under the laws of the British Virgin
Islands, and its successors in interest.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, as amended.

         "SERIES B PREFERRED STOCK" has the meaning set forth in the recitals
above.

         "SERIES C PREFERRED STOCK" has the meaning set forth in the recitals
above.

         "SERIES D PREFERRED STOCK" has the meaning set forth in the recitals
above.

         "SERIES E PREFERRED STOCK" has the meaning set forth in the recitals
above.


                                       9
<PAGE>   12


         "SIGNIFICANT COMPETITOR" with respect to Access Services shall mean any
Person (a) having Access Service Permanent Subscribers in those countries within
the Territory in which the Company provides Access Services equal to or greater
than twenty-five percent (25%) of the Access Service Permanent Subscribers of
the Company in the Territory, provided that such Person has at least 225,000 PC
Access Service Permanent Subscribers in the Territory, or (b) having Access
Service Permanent Subscribers in Brazil equal to or greater than twenty-five
percent (25%) of the Access Service Permanent Subscribers of the Company in
Brazil, provided that such Person has at least 75,000 PC Access Service
Permanent Subscribers in Brazil.

         "SPECIAL AFFILIATE" has the meaning given in Section 4.1(a).

         "SPECIAL COMMITTEE" has the meaning given in the Certificate of
Incorporation.

         "STOCK PURCHASE AGREEMENT" has the meaning set forth in the recitals
above.

         "STOCKHOLDER" has the meaning set forth in the preamble.

         "STRATEGIC PARTNER" shall mean any Person who acquires 25% or more of
the equity of the Company and who provides a strategic benefit to the Company in
the form of a contractual relationship or contribution of material, in-kind
assets.

         "SUBSCRIBER" shall mean, as of any date of determination and with
respect to any Interactive Service, any Person who has opened an account with or
otherwise registered as a user of such Interactive Service.

         "SUBSIDIARY" has the meaning given in the Certificate of Incorporation.

         "TERM" has the meaning given in Section 9.1.

         "TERRITORY" has the meaning given in the Certificate of Incorporation.

         "TRADITIONAL MEDIA SERVICES" shall mean the delivery of movies,
television shows, sporting events and other forms of traditional entertainment
products intended to be viewed or experienced in uninterrupted fashion (i.e.,
non-interactive) from beginning to end over ISDN, cable, satellite, fiber optics
or other form of broadcast media.

         "TRANSFER" shall mean, whether directly or indirectly by merger,
operation of law or otherwise, any sale, assignment, conveyance, transfer,
donation or any other means to dispose of, or pledge, hypothecate or otherwise
encumber in any manner whatsoever, or permit or suffer any Encumbrance.

         "TV ACCESS SERVICES" has the meaning given in the Certificate of
Incorporation.

         "VOTING STOCK" shall mean securities having the right to vote generally
in any election of Directors of the Company (other than solely by reason of the
occurrence of an event).


                                       10
<PAGE>   13


         "WARRANT" shall mean that certain warrant, dated August 7, 2000, issued
by the Company to AOL.

         "WHOLLY OWNED AFFILIATE" shall mean with respect to any Person any
other Person which is directly or indirectly wholly owned by such Person,
directly or indirectly wholly owns such Person or is directly or indirectly
wholly owned by the same Person as such Person, with such ownership to mean
possession of both 100% of the equity interest and 100% of the voting interest,
except for directors' qualifying shares, if any. Any Person that is directly or
indirectly wholly-owned by the Cisneros Family shall be deemed a Wholly Owned
Affiliate of ODC, and any Person that is directly or indirectly wholly owned by
the AOL Time Warner, Inc. a Delaware corporation, shall be deemed a Wholly Owned
Affiliate of AOL.

         "WIRELESS ACCESS SERVICES" has the meaning given in the Certificate of
Incorporation.

         "WORSE OFFER" has the meaning given in Section 5.5.

         Section 1.2 USAGE GENERALLY; INTERPRETATION. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine and neuter
forms. All references herein to Articles and Sections shall be deemed to be
references to Articles and Sections of this Agreement unless the context
otherwise requires. The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation". The words "hereof",
"herein" and "hereunder" and words of similar import when used in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise expressly provided herein, any agreement, instrument
or statute defined or referred to herein or in any agreement or instrument that
is referred to herein means such agreement, instrument or statute as from time
to time amended, modified or supplemented, including (in the case of agreements
or instruments) by waiver or consent and (in the case of statutes) by succession
of comparable successor statutes and references to all attachments thereto and
instruments incorporated therein. All references to Dollars or use of the "$"
symbol shall mean United States Dollars.

                                   ARTICLE II
                                     PURPOSE

         Section 2.1 PURPOSE. The Stockholders have entered into this Agreement
to provide for the manner of dealing in their capacities as stockholders with
certain matters involving the management, conduct and operation of the Company,
including without limitation:

                  (a) To ensure that the Company's sole line of business shall
         be to provide Interactive Services within the Territory (the
         "BUSINESS"); provided, however, that unless and until AOL and ODC shall
         otherwise agree in accordance with the provisions hereof and the
         Certificate of Incorporation, the Business of the Company shall be
         limited to providing (i) PC Access Services, AOL-branded TV Access



                                       11
<PAGE>   14

         Services, AOL-branded Wireless Access Services, and Internet Portal
         Services in the Territory; and (ii) Content, management and related
         activities on the AOL online service or any other AOL-branded property,
         including creating, maintaining and managing for AOL, English and
         Spanish-language versions of a mini channel directed at the Hispanic
         audience in the United States, and taking all actions necessary or
         desirable to carry out and perform such activities and any other
         activities contemplated, either explicitly or implicitly, thereby,
         including executing, delivering and performing any agreements,
         documents and instruments entered into in connection therewith;
         provided, further, however, that the Company shall not Launch any TV
         Access Services, Wireless Access Services or Internet Portal Services
         in any country within the Territory unless and until such Launch shall
         have been approved by the Special Committee in accordance with the
         provisions of the Certificate of Incorporation.

                  (b) To ensure that the Company conducts the Business under the
         brand names "AOL" and/or "America Online" pursuant to the terms and
         conditions of the AOL License and CompuServe pursuant to the terms and
         conditions of the CIS License.

         Section 2.2  NO PARTNERSHIP.

                  (a) Nothing in this Agreement shall be construed as creating
         between or among any of the Parties a partnership or joint venture.

                  (b) Except as expressly provided herein or as approved in
         writing by the represented Party, no Party shall have the right to
         represent the other Party in negotiations with third parties. No Party
         shall have the right to enter into an agreement with a third party for
         the account of the other Party or for their joint account, except as
         expressly provided herein or as may be hereafter approved, or agreed
         to, by the Parties in writing.

         Section 2.3 VOTING. To effectuate the intent of Section 2.1 and subject
to any agreement reached by the Stockholders in connection with the admission of
a third-party equity participant in the Company as provided in Section 5.7, the
Stockholders shall vote their shares of Voting Stock in accordance with the
provisions of Article III hereof.

                                   ARTICLE III
                                VOTING PROVISIONS

         Section 3.1 VOTING AGREEMENTS. The Stockholders agree to vote all
shares of Voting Stock held by them or their respective Affiliates so as to
cause the following:

                  (a) The election of each Class A Director (as defined in the
         Certificate of Incorporation) proposed for election by the Special
         Committee; and

                  (b) The approval of any expansion of the Business in which the
         Company shall be permitted to engage as and when (i) the Company
         obtains the right to engage in any such expanded Business in accordance



                                       12
<PAGE>   15

         with the provisions of Section 2.9 of the AOL License and (ii) the
         Company shall elect to pursue such expanded business in accordance with
         the provisions of the AOL License and the Certificate of Incorporation,
         including, without limitation, voting to approve any amendment of the
         Certificate of Incorporation as and to the extent required to effect
         any such expansion of the Business.

                                   ARTICLE IV
                                 NON-COMPETITION

         Section 4.1  NON-COMPETITION WITH THE COMPANY

                  (a)(i) Subject to the cure provisions of Section 4.2(b), from
         August 7, 2000 until December 15, 2003 and thereafter for so long as
         each of AOL and ODC, together with their respective Wholly-Owned
         Affiliates and, with respect to ODC only, Cisneros Family members,
         holds shares of Voting Stock equal to at least twenty percent (20%) of
         the issued and outstanding shares of Voting Stock (as adjusted to
         negate the effect of any of the following that occur after August 7,
         2000: (1) the admission of third parties admitted as equity
         participants as contemplated in Section 5.7 hereof, (2) the issuance of
         any Company Securities by the Company, including pursuant to the Stock
         Purchase Agreement, or (3) the issuance of any Company Securities upon
         exercise of the Warrant) no Stockholder (nor any third party admitted
         as a stockholder of the Company in accordance with this Agreement) nor
         any Special Affiliate thereof shall, directly or indirectly,
         independently of the Company or the other Stockholders, through a
         Special Affiliate or otherwise, provide, acquire or hold any interest
         in:

                           (A) a Person providing, or otherwise participating in
                  the provision within the Territory of, a PC Access Service
                  that is a Significant Competitor or Persons providing, or
                  otherwise participating in the provision within the Territory
                  of, PC Access Services that taken together are Aggregated
                  Significant Competitors; or,

                           (B) in the case of AOL and its Special Affiliates, a
                  Spanish or Portuguese language AOL-branded or
                  CompuServe-branded Internet Portal Service targeted at end
                  users residing in the Territory (except that AOL shall have
                  the right to offer such service in one or more countries
                  within the Territory directly or together with a third party
                  pursuant to and in compliance with the provisions of Section
                  2.9 of the AOL License).

                  (ii) Subject to the cure provisions of Section 4.2(b), from
         August 7, 2000 until August 7, 2005 and thereafter for so long as each
         of AOL and ODC, together with their respective Wholly-Owned Affiliates
         and, with respect to ODC only, Cisneros Family members, holds shares of
         Voting Stock equal to at least twenty percent (20%) of the issued and
         outstanding shares of Voting Stock (as adjusted to negate the effect of
         (1) the admission of third parties admitted as equity participants, the




                                       13
<PAGE>   16

         result of which is that ODC suffers a disproportionate dilution as
         contemplated in Section 5.7(b) hereof or (2) the issuance of any
         Company Securities by the Company upon the exercise of the Warrant)
         neither AOL nor any Special Affiliate thereof shall, directly or
         indirectly, independently of the Company or the other Stockholders,
         through a Special Affiliate or otherwise, provide, acquire or hold any
         interest in a Person providing in the Territory, or otherwise
         participating in the provision within the Territory of, an AOL-branded
         TV Access Service or an AOL-branded Wireless Access Service.

                  (iii) Subject to the cure provisions of Section 4.2(b), from
         August 7, 2000 until August 7, 2005 neither ODC nor any Special
         Affiliate thereof shall, directly or indirectly, independently of the
         Company or the other Stockholders, through a Special Affiliate or
         otherwise, provide, acquire or hold any interest in a Person providing
         in the Territory, or otherwise participating in the provision within
         the Territory of, TV Access Services or Wireless Access Services that
         is a Significant Competitor or Persons providing or otherwise
         participating in the provision within the Territory of TV Access
         Services or Wireless Access Services that taken together are Aggregated
         Significant Competitors.

                  For purposes of this Section 4.1(a), "SPECIAL AFFILIATE" shall
         mean any Affiliate or other entity in which a Party or the Cisneros
         Family holds a direct and/or indirect ownership interest of at least
         thirty-five percent (35%), or, in the case of RSL-LA or GLA, in which
         ODC or the Cisneros Family holds a direct and/or indirect ownership
         interest of greater than fifty percent (50%). For the purposes of this
         Section 4.1(a), "ACCESS SERVICES", as it relates to the definition of
         PC Access Services, TV Access Services and Wireless Access Services,
         shall include what would otherwise be a non-Access Service if any such
         services are bundled with a third-party Access Service in a joint
         venture, profit sharing, joint marketing or like arrangement, whereby:
         (x) the non-Access Service serves as the default homepage for the
         Access Service, (y) the non-Access Service and Access Service are
         promoted or marketed as the same service or under the same brand, or
         (z) consumers otherwise may reasonably conclude that such bundled
         services are one and the same. For the avoidance of doubt, a link on
         the homepage of a third-party Access Service to a non-Access Service
         and/or the promotion of the non-Access Service as one of the services
         available to the end users of the Access Service shall not render the
         non-Access Service(s) an "Access Service" for purposes of this Section
         4.1(a). (All prohibited activities under this Section 4.1(a) shall be
         collectively referred to as "RESTRICTED ACTIVITIES".) For the avoidance
         of doubt, (i) with respect to PC Access Services, TV Access Services
         and Wireless Access Services, a Stockholder shall not be deemed to be
         engaging in a Restricted Activity, regardless of whether the applicable
         Person is a Significant Competitor or together with other Persons is an
         Aggregated Significant Competitor, unless the Stockholder has a direct
         and/or indirect ownership interest in the applicable Person or Persons
         of at least thirty five percent (35%) and (ii) ODC shall not be deemed
         to be engaging in a Restricted Activity with respect to GLA and/or
         RSL-LA, regardless of whether GLA or RSL-LA is a Significant Competitor
         or taken together are Aggregated Significant Competitors, unless ODC or
         the Cisneros Family has a direct and/or indirect ownership interest in
         GLA and/or RSL-LA, as applicable, of greater than fifty percent (50%).

                  (b) Notwithstanding paragraph (a), Restricted Activities shall
         exclude:



                                       14
<PAGE>   17

                           (i) Traditional Media Services;

                           (ii) IP (i.e., Internet protocol) telephony services;
                  and

                           (iii) AOL's GlobalNet(TM)international roaming
                  communications network services.

                  (c) For the avoidance of doubt and subject to the definition
         of Access Services in Section 4.1(a) above as it relates to PC Access
         Services, TV Access Services and Wireless Access Services, AOL,
         directly or together with a third party, shall have the right to offer
         in the Territory:

                           (i) Spanish or Portuguese language AOL-branded and
                  CompuServe-branded online or Internet services that are not
                  Access Services to the extent provided in Section 2.9 of the
                  AOL License; and

                           (ii) Non-AOL-branded and non-CompuServe-branded
                  Access Services or other services that are not PC Access
                  Services.

                  (d) For the avoidance of doubt, notwithstanding the
         termination or non-applicability of the non-competition provisions of
         Section 4.1(a), AOL shall have no right to engage in PC Access
         Services, TV Access Services or Wireless Access Services or Restricted
         Activities in the Territory using the AOL Marks or CIS Marks:

                           (i) except to the extent expressly provided in this
                  Section 4, the AOL License or the CIS License, or

                           (ii) unless the AOL License or CIS License terminates
                  or is amended to allow such use of the AOL Marks or CIS Marks
                  in accordance with the express terms of the AOL License or CIS
                  License.

         Section 4.2  REPURCHASE UPON BREACH.

                  (a) Subject to the other provisions of this Section 4.2, if a
         Stockholder and/or a Special Affiliate thereof violates the
         prohibitions of Section 4.1(a)(i) or (iii) and, if applicable, does not
         remedy such violation as provided in Sections 4.2(c) and (d), and such
         Stockholder and/or Special Affiliate fails to cure such violation and,
         if applicable, fails to remedy within thirty (30) Business days of
         receiving written notice from the AOL, if Aspen and/or Atlantis is the
         violating party, or Aspen or Atlantis, if AOL is the violating party,
         then, in addition to other remedies available herein or under law or
         equity, if Aspen and/or Atlantis or one of its or their Special
         Affiliates is the breaching Person, the Company shall have the right to
         purchase all, but not less than all, of ODC's shares of Voting Stock in
         the Company (collectively, "ODC'S HOLDINGS") at their Fair Market
         Value, less, to the extent such damages are not reflected in the Fair
         Market Value, all damages arising as a result of the breach, such



                                       15
<PAGE>   18

         purchase to be effected in accordance with the procedures set forth
         herein and in Sections 5.3(d) and 5.4 below. If the Company elects not
         to purchase ODC's Holdings upon any breach by ODC or one of its Special
         Affiliates hereunder, then AOL shall have the right to purchase all,
         but not less than all, of ODC's Holdings on the same terms. If AOL or
         one of its Special Affiliates is the breaching Person, then ODC shall
         have the right to require AOL to purchase all, but not less than all,
         of ODC's Holdings at their Fair Market Value plus, to the extent such
         damages are reflected in the Fair Market Value, all damages arising as
         a result of the breach, such purchase to be effected in accordance in
         accordance with the procedures set forth herein and in Sections 5.3(d)
         and 5.4 below. The Company or AOL, as applicable, shall purchase such
         ODC Holdings in cash, provided that, (i) if the Company has elected to
         purchase ODC's Holdings, the Company may effect such purchase by
         delivery of its promissory note, in the full amount of the purchase
         price therefor, payable over three years with interest at the Default
         Rate, compounded annually, and (ii) if AOL is the purchasing party,
         then at the option of the non-breaching party, AOL shall purchase ODC's
         Holdings in cash or in freely tradable shares of AOL-Time Warner, Inc.
         common stock (the "AOL STOCK") in installments over a three (3)-year
         period, with interest at the Default Rate compounded annually (the
         "INSTALLMENT PAYMENTS"), subject to the Liquidity Requirements as set
         forth in paragraph (f) below. If Installment Payments are chosen, or if
         the Company elects to effect its purchase of ODC's Holdings by delivery
         of its promissory note, then the purchase price shall be paid in equal
         quarterly installments of principal and interest over the applicable
         period, and evidenced by a promissory note in form and substance
         reasonably satisfactory to ODC. At ODC's election the note or
         Installment Payments shall be secured by ODC's Holdings being
         purchased. If any third party admitted as a stockholder of the Company
         as contemplated in Section 5.7 violates the prohibitions contained in
         Section 4.1(a) and does not remedy such violation as provided in
         Sections 4.2(c) or (d), then, in addition to other remedies available
         herein or under law or equity, the Company shall have the right to
         purchase all, but not less than all, of such third party's shares of
         Voting Stock in the Company at their Fair Market Value, less, to the
         extent such damages are not reflected in the Fair Market Value, all
         damages arising as a result of the breach, such purchase to be effected
         in accordance with the procedures set forth herein and in Sections
         5.3(d) and 5.4 below. If the Company fails to exercise such right, then
         AOL and ODC shall have the right to purchase all or any part of such
         third party's shares of Voting Stock in the Company at their Fair
         Market Value, less to the extent such damages are not reflected in the
         Fair Market Value, all damages arising as a result of the breach. AOL
         and ODC shall each be entitled to purchase a portion of such third
         party's shares in proportion to the shares of Voting Stock originally
         sold by AOL and/or ODC to such third party equity participant, if any,
         or if no such shares were originally sold by AOL or ODC, in proportion
         to their then respective percentage ownership interests in the Voting
         Stock. If either AOL or ODC chooses not to so purchase any part of a
         third party's shares that it is permitted to buy under this Section
         4.2, then the other may, at its option, purchase all of the remainder
         of such third party's shares.

                  (b) If, after the Effective Date, a Stockholder and/or any of
         its Special Affiliates (the "ACQUIRING PARTY") intends to acquire an
         interest in a Person or Persons (which as a result of such acquisition
         would be a Special Affiliate(s)) that, directly or indirectly, as part



                                       16
<PAGE>   19

         of its or their activities would cause a Stockholder and/or any of its
         Special Affiliates to be engaged in Restricted Activities, then the
         Acquiring Party shall use its commercially reasonable efforts (subject
         to any applicable confidentiality obligations) to notify the other
         Stockholders and the Company of such intent to acquire such interest.
         If a Stockholder is precluded from providing the complete notice
         required hereunder due to a conflicting confidentiality obligation, the
         Stockholder must, at a minimum, notify the other Stockholders and the
         Company that a conflicting confidentiality obligation is preventing it
         from full compliance with this Section 4.2(b).

                  (c) If, after the Effective Date, the Acquiring Party acquires
         an interest in a Person or Persons (which as a result of such
         acquisition becomes a Special Affiliate(s) of the Acquiring Party)
         that, directly or indirectly, engages in Restricted Activities, then
         the Acquiring Party shall have the option, in its sole discretion, of
         either: (y) divesting the Restricted Activities to the extent necessary
         to be in compliance with Section 4.1 within one (1) year from the date
         on which the Acquiring Party has acquired such an interest in
         Restricted Activities, or (z) offering first to the Company and, if not
         accepted by the Company, then to AOL, if either Aspen or Atlantis is
         the Acquiring Party, and to ODC, if AOL is the Acquiring Party, an
         opportunity to participate in the Restricted Activities or offering to
         contribute that part of the Person conducting Restricted Activities to
         the Company in exchange for payment by the Company of the fair market
         value thereof. If the Acquiring Party makes an offer pursuant to clause
         (z) above, and neither the Company nor AOL, if either Aspen or Atlantis
         is the Acquiring Party, or ODC, if AOL is the Acquiring Party, agrees
         to acquire such interest for any reason or the Company does not agree
         to pay for the Restricted Activities, then the Acquiring Party shall
         divest the Restricted Activities to the extent necessary to be in
         compliance with Section 4.1 within the later of: (A) one (1) year from
         the date on which the Acquiring Party has acquired such an interest in
         the applicable Person(s), or (B) six (6) months after receiving written
         notice rejecting the Acquiring Party's offer from both AOL, if either
         Aspen or Atlantis is the Acquiring Party, and ODC, if AOL is the
         Acquiring Party, and the Company, but, in any case, no later than
         eighteen (18) months after the date on which the Acquiring Party has
         acquired such an interest in the Person.

                  (d) Notwithstanding any other provision of this Agreement,
         during the period that the non-competition provisions of Section 4.1(a)
         are in force, if:

                           (i) the activities of any Stockholder or any of its
                  Special Affiliates result in such Stockholder and/or its
                  Special Affiliate(s) becoming a Significant Competitor
                  providing PC Access Services (or, in the case of ODC and/or
                  its Special Affiliates, TV Access Services or Wireless Access
                  Services) in the Territory, or

                           (ii) the activities of the Stockholder and its
                  Special Affiliates result in such Stockholder or Special
                  Affiliate together becoming an Aggregated Significant


                                       17
<PAGE>   20


                  Competitor providing PC Access Services (or, in the case of
                  ODC and/or its Special Affiliates, TV Access Services or
                  Wireless Access Services) in the Territory,

         then the Stockholder and/or the Special Affiliate(s), as the case may
         be, shall have the option, in its or their sole discretion, of either:
         (y) divesting the Restricted Activity to the extent necessary to be in
         compliance with Section 4.1 within one (1) year from the date on which
         it becomes a Significant Competitor or an Aggregated Significant
         Competitor, as the case may be, or (z) offering first to the Company
         and, if not accepted by the Company, then to AOL, if either Aspen or
         Atlantis is engaged in the Restricted Activity, and to ODC, if AOL is
         engaged in the Restricted Activity, an opportunity to participate in
         the Restricted Activities or offering to contribute that part of the
         Person conducting Restricted Activities to the Company in exchange for
         payment by the Company of the fair market value thereof. If the
         Acquiring Party makes an offer pursuant to clause (z) above, and the
         Company does not agree to pay for the Restricted Activity for any
         reason or the Company or AOL or ODC, as applicable, does not agree to
         acquire such interest for any reason, then the Acquiring Party shall
         divest the Restricted Activity to the extent necessary to be in
         compliance with Section 4.1 within one (1) year from the date on which
         the applicable Person(s) became a Significant Competitor or Aggregate
         Significant Competitor, as the case may be.

                  (e) Notwithstanding any other provision of this Agreement,
         during the period that the non-competition provisions of Section
         4.1(a)(i) and (iii), as applicable, are in force, any Stockholder,
         either directly or through a Special Affiliate, may acquire or hold an
         interest in a Person providing, or otherwise participating in the
         provision of, PC Access Services, TV Access Services (except
         AOL-branded TV Access Services) and Wireless Access Services (except
         AOL-branded Wireless Access Services) within the Territory so long as
         such Person is not a Significant Competitor and such Person, together
         with the applicable Stockholder and its Special Affiliates, is not an
         Aggregated Significant Competitor.

                  (f) The "Liquidity Requirements" shall be deemed satisfied
         only if AOL provides unconditional guarantees to ODC, in form and
         substance reasonably satisfactory to ODC, that provide reasonable
         assurances that ODC can sell an amount of the AOL Stock received at a
         price sufficient to provide the same amount of money to ODC on
         approximately the same time schedule that ODC would have received if
         AOL had chosen to make Installment Payments in cash and guarantee that
         if ODC cannot do so, AOL will pay the difference to ODC. ODC
         recognizes, however, that it may not "dump" or otherwise sell such AOL
         Stock in a manner that would disrupt the market for such stock, and
         accordingly, the parties shall mutually agree to a procedure and
         timetable for the most rapid liquidation of such AOL Stock that does
         not disrupt the market therefor. Notwithstanding the foregoing, if for
         any reason ODC does not sell its AOL Stock or any portion thereof
         within forty-five (45) days of receipt of such AOL Stock or, if later,
         within the timetable agreed upon, AOL cannot and does not guarantee
         that the AOL Stock given to ODC will be equivalent in value to the cash
         Installment Payments.



                                       18
<PAGE>   21


                  (g) If the Company and an Acquiring Party are unable to agree
         on the fair market value of the part of any Person conducting
         Restricted Activities which such Acquiring Party is required to offer
         to the Company pursuant to Section 4.1(c) or 4.1(d), then either party
         may request an appraisal of such fair market value by delivery of such
         a request in writing to the other. Such appraisal shall be conducted by
         an investment banking firm of international standing with experience in
         valuations of the type of business in question reasonably acceptable to
         each of the Company and the Acquiring Party. If the Acquiring Party
         acquired the Person that is conducting the Restricted Activities
         pursuant to arm's length negotiations with an un-Affiliated party, then
         the appraisal of such investment banking firm shall be limited to
         determining the percentage of purchase price paid by the Acquiring
         Party for such Person attributable to the Restricted Activities.
         Otherwise, the investment banking firm may make such appraisal on
         whatever basis it reasonably may determine. Any such appraisal shall,
         absent manifest error, be binding on the Company, the Acquiring Person
         and the other Stockholders for all purposes under this Section 4.1.

                                    ARTICLE V
                            RESTRICTIONS ON TRANSFERS

         Section 5.1 PROHIBITED TRANSFERS. Except as expressly permitted in this
Agreement, no Stockholder nor any of their respective Affiliates, including any
direct or indirect beneficial owner or ultimate parent of any such entity
(including AOL and ODC), shall, directly or indirectly, Transfer any of the
right, title or interest in (i) any shares of Preferred Stock or Common Stock or
(ii) any of their Affiliates which beneficially own, either directly or
indirectly, any shares of Preferred Stock or Common Stock. Except for Transfers
duly made in accordance with this Article V, no Transfer of Preferred Stock or
Common Stock by a Stockholder shall be valid as against the Company and its
stockholders and any purported transfer not so made in accordance with Article V
shall be null and void and of no force or effect as against the Company and the
other Stockholders.

         Section 5.2  PERMITTED TRANSFERS.

                  (a) Notwithstanding anything in this Agreement to the
         contrary, each Stockholder (or any permitted transferee under clauses
         (i) through (iv) below) may Transfer shares of Voting Stock owned by it
         and its rights under this Agreement as they relate to such transferred
         Voting Stock as follows:

                           (i) All or part of the shares of Voting Stock owned
                  by it and its rights under this Agreement to any transferee
                  that is a Wholly Owned Affiliate or Parent Entity of a
                  Stockholder, provided that no Restricted Transferee owns or
                  thereafter shall own an interest in such Parent Entity, which
                  interest, with respect to a Parent Entity, is acquired
                  directly from such Parent Entity or from one of its
                  Affiliates;

                           (ii) All or part of the shares of Voting Stock owned
                  by it and its rights under this Agreement to any transferee
                  admitted to the Company as a third party equity holder
                  pursuant to the provisions of Section 5.7 hereof;



                                       19
<PAGE>   22

                           (iii) Up to twenty percent (20%) of the shares of
                  Voting Stock of such Stockholder (with Aspen and Atlantis
                  constituting a single Stockholder for purposes of this
                  subsection) to transferees that comprise members of the
                  Cisneros Family and/or Employees of the Stockholders or of any
                  Wholly Owned Affiliate of such Stockholder, provided that (x)
                  prior to the effective date of any such transfer, the
                  prospective transferees shall enter into a voting agreement,
                  in form and substance satisfactory to the Company and the
                  non-transferring Stockholder, pursuant to which the
                  transferring Stockholder shall retain all voting rights
                  attributable to the transferred shares or (y) such transfers
                  are of Class A Common Stock;

                           (iv) All of the shares of Voting Stock owned by it
                  and its rights under this Agreement if such Transfer is part
                  of the Transfer to any party acquiring all (or substantially
                  all) of (A) the business of AOL, or (B) the ODC Business Unit.
                  For purposes hereof, "ODC BUSINESS UNIT" means any Person or
                  Persons that individually or collectively owns all of the
                  equity interests of ODC and its Affiliates and the Cisneros
                  Family in the Company and RSL-LA; and

                           (v) All or part of the shares of Voting Stock owned
                  by it as a result of the pledge, hypothecation or other
                  similar financing transaction so long as (x) the transferring
                  stockholder continues to have the sole and exclusive authority
                  and right to vote the shares subject to such pledge,
                  hypothecation or other financing transaction and (y) the
                  financial institution or other Person that is a party to any
                  such pledge, hypothecation or other financing transaction (the
                  "Financing Party") agrees to be bound and obligated by all of
                  the provisions of this Agreement upon the commencement by such
                  Financing Party of any proceedings to sell or otherwise
                  foreclose on any shares of Voting Stock subject to any pledge,
                  hypothecation or other financing transaction permitted hereby.

         In the event of any Transfer of any Company Securities other than Class
         A Common Stock pursuant to Sections 5.2(a)(i) through (iv), the
         transferee thereof (or subsequent transferee) shall be entitled to the
         rights and privileges set forth in this Agreement and shall be bound
         and obligated by the provisions of this Agreement. As a condition to
         any such Transfer permitted pursuant to Sections 5.2(a)(i) through
         (iv), each transferee that will own shares of Voting Stock (other than
         shares of Class A Common Stock) shall, prior to such transfer, agree in
         writing to be bound by all of the provisions of this Agreement and no
         such transferee shall be permitted to make any Transfer which the
         original transferor was not permitted to make. In connection with any
         such Transfer of any Company Securities other than Class A Common Stock
         pursuant to Sections 5.2(a)(i) through (iv), the transferee shall
         execute and deliver to the non-transferring Stockholder (with Aspen and
         Atlantis constituting a single Stockholder for purposes of this
         provision) and the Company such documents as may reasonably be
         requested by the non-transferring Stockholder and/or the Company to
         evidence the same.



                                       20
<PAGE>   23

                  (b) Any Stockholder may Transfer some or all of the shares of
         Voting Stock owned by it to another Stockholder (it being understood
         that for purposes hereof, Atlantis may Transfer some or all of the
         shares of Voting Stock owned by it to Aspen and Aspen may Transfer some
         or all of the shares of Voting Stock owned by it to Atlantis).

                  (c) Any Stockholder may Transfer some or all of the Class A
         Common Stock owned by it in a Public Sale.

         Section 5.3  RIGHTS OF FIRST REFUSAL.

                  (a) Except with respect to Transfers permitted pursuant to
         Section 5.2, if a Stockholder (with Aspen and Atlantis constituting as
         single Stockholder for purposes of this Section 5.3) wants to Transfer
         any shares of Voting Stock to any other Person (other than to a
         Restricted Transferee or pursuant to a pledge, hypothecation or other
         similar financing transaction in which the transferring Stockholder
         continues to have the sole and exclusive authority and right to vote
         the shares subject to such pledge, hypothecation or other financing
         transaction) in a bona fide transaction, such Stockholder (the
         "OFFEROR") shall be entitled to do so provided that such Offeror first
         offers to sell such shares of Voting Stock to the other Stockholder
         (the "OFFEREE") at the same price and the same terms and conditions as
         the Offeror would receive from such other Person. The Offeror shall
         submit to the Company and the Offeree a written notice (the "OFFER
         NOTICE") stating in reasonable detail such price or other consideration
         and such terms and conditions and identifying the Person and all
         Persons who beneficially own more than five percent (5%) of such
         Person, proposing to purchase the shares of Voting Stock. The Offeree
         shall have a period of thirty (30) days after the receipt of the Offer
         Notice in which to accept or reject such offer. If the Offeree elects
         to accept such offer, which acceptance must be for all and not part of
         the Voting Stock offered for sale, it shall so indicate within such
         thirty (30) day period by notice to the Offeror. The notice required to
         be given by the Offeree shall specify a date for the closing of the
         purchase which, subject to the expiration or early termination of any
         waiting period required by any Governmental Authority and the receipt
         of any required approvals of any Governmental Authority, shall not be
         more than thirty (30) days after the date of the giving of such notice.

                  (b) If the Offeree does not exercise its right to purchase all
         of the shares of Voting Stock offered for sale pursuant to the
         provisions of this Section 5.3, the Offeror of such shares of Voting
         Stock shall have the right to sell to the Person identified in the
         Offer Notice, subject to the provisions of this Agreement, all (but not
         less than all) of such shares of Voting Stock on the same terms and
         conditions including the price or other consideration specified in the
         Offer Notice, free from the restrictions of Section 5.1 of this
         Agreement (for purposes of such specific transaction, but not for
         purposes of any subsequent transaction) in a bona fide transaction, for
         a period of ninety (90) days from the date that the Offer expires
         hereunder, provided that any such purchaser shall prior to such
         transfer, if such purchaser shall be receiving shares of Voting Stock,
         other than shares of Class A Common Stock, agree in writing to be bound



                                       21
<PAGE>   24

         by all of the provisions of this Agreement. At the end of such ninety
         (90) day period, the Offeror shall notify the Company and the Offeree
         in writing whether its shares of Voting Stock have been sold in a bona
         fide transaction during such period. To the extent not sold during such
         ninety (90) day period, all of such shares of Voting Stock shall again
         become subject to all of the restrictions and provisions of this
         Section 5.3.

                  (c) If the Offeree accepts the offer set forth in the Offer
         Notice, the purchase price or other consideration per share of the
         shares of Voting Stock purchased by the Offeree shall be the price or
         other consideration per share offered to be paid by the prospective
         transferee described in the Offer Notice, which price shall be paid in
         cash and/or such other consideration, at the election of the Offeree.

                  (d) If the Offeree accepts the offer set forth in the Offer
         Notice, the closing of the purchase shall take place at the principal
         office of the Company or such other location as shall be mutually
         agreeable to the Offeror and Offeree, and the purchase price shall be
         paid at the closing by wire transfer of immediately available funds or
         in such other appropriate form if for consideration other than cash. At
         the closing, the Offeror shall deliver to the Offeree the certificates
         evidencing the shares of Voting Stock to be transferred, duly endorsed
         and in negotiable form as well as the items listed in Section 5.4.

         Section 5.4 CLOSING DELIVERIES. The Offeror at a closing under this
Article V shall deliver to the Offeree the following:

                  (a) A duly executed stock power, "Deed of Transfer" or other
         appropriate instrument conveying to the Offeree the shares of Voting
         Stock being purchased by the Offeree, free and clear of any
         Encumbrances, except those in this Agreement which are expressly
         assumed. If less than all of the shares of Voting Stock evidenced by a
         stock certificate are being purchased, the Company shall, upon receipt
         of such duly endorsed stock certificate, issue to the Offeree a stock
         certificate evidencing the shares being purchased and issue to the
         Offeror a stock certificate evidencing the number of shares not being
         purchased.

                  (b) A statement from the Offeror that: (i) except as set forth
         therein, the Offeror has no claim against the Company in respect of the
         shares of Voting Stock being transferred, including for any unpaid
         dividends; and (ii) the Offeror shall perform any of its obligations
         under this Agreement that shall continue to be applicable to the
         Offeror after such transfer of shares or shall guarantee any such
         obligations as may be assumed by the Offeree, unless such guarantee is
         not then required by the other parties to this Agreement.

         Section 5.5 DIRECT COMPREHENSIVE COMPETITOR. Before ODC or any of its
Affiliates may Transfer any shares of Voting Stock offered by ODC or any of such
Affiliates pursuant to this Article V to a "Direct Comprehensive Competitor" (as
defined below) of AOL, ODC shall provide AOL with commercially reasonable notice
of its intentions and the terms of the contemplated transaction. Before ODC or
any of its Affiliates may consummate any transaction with such Direct


                                       22
<PAGE>   25


Comprehensive Competitor, AOL shall have a right, exercisable within thirty (30)
days after written notice from ODC, to purchase such shares on the same terms as
those offered by ODC and/or its Affiliates to the Direct Comprehensive
Competitor. If AOL does not accept this opportunity to purchase ODC's and/or its
Affiliates' shares and ODC and/or its Affiliates wishes to sell such shares to
the Direct Comprehensive Competitor at a price lower than the price offered to
AOL, or on material terms which, when taken as a whole, are less favorable to
ODC and/or its Affiliates than those offered to AOL (a "WORSE OFFER"), ODC shall
notify AOL of its intentions and the terms of the Worse Offer. Before ODC and/or
its Affiliates may consummate any Worse Offer transaction with such Direct
Comprehensive Competitor, AOL shall have a right to purchase ODC's and its
Affiliates' shares on the same terms as such Worse Offer, exercisable within
thirty (30) days of written notice from ODC. For purposes of this Section 5.5, a
"DIRECT COMPREHENSIVE COMPETITOR" shall mean a Person or entity which owns or
controls, directly or indirectly, a multinational business that includes the
provision of comprehensive horizontal (i.e., across multiple, diverse subject
areas) Interactive Services containing Content of general interest as may be
organized under such subject areas as news, sports, and finance, including, by
way of example, (**text removed here**).

         Section 5.6 PURCHASE OF THE ODC HOLDINGS; INSTALLMENT PAYMENTS. ODC
hereby agrees that AOL and/or the Company, as applicable, may designate a
Subsidiary or a third party as the acquirer of all or any of ODC's shares of
Voting Stock it may be entitled to purchase hereunder, provided that AOL and/or
the Company, as applicable, unconditionally guarantees the required purchase
payments to ODC.

         Section 5.7 THIRD-PARTY EQUITY PARTICIPANTS. AOL, ODC and the Company
shall evaluate the benefits of admitting one or more significant third-party
equity stockholders to the Company, and (except as expressly set forth in this
Agreement) any such admission of a significant third-party equity participant
shall be mutually agreed upon by AOL and ODC in accordance with this Section 5.7
and, if such admission is to be effected in whole or in part by sale of any
Company Securities by the Company, submitted for approval of the Special
Committee and the Board in accordance with the provisions of the Certificate of
Incorporation:

                  (a) Either AOL or ODC may identify one or more Strategic
         Partners, and may enter into discussions with one or more such
         Strategic Partners with a view to offering to such Strategic Partners
         an opportunity to participate in the equity ownership of the Company.
         Before AOL or ODC commences negotiations (e.g., making a formal
         proposal regarding a significant deal point) it shall provide notice to
         the other and the Company which shall have the right to participate in
         any and all such negotiations. Either AOL or ODC may, however, direct
         that such negotiations not commence and such third party not be
         considered for an interest.

                  (b)  DISPROPORTIONATE DILUTION; CALL OPTION.

                           (i) Any such admission of a Strategic Partner to the
                  Company shall be accomplished in such a manner that the
                  respective Voting Stock holdings of ODC and AOL in the Company
                  are diluted on a two to one (2 to 1) basis until the aggregate
                  number of shares of Voting Stock owned by ODC is reduced to
                  twenty-five percent (25%) of the aggregate number of shares of
                  Voting Stock then outstanding as adjusted to reflect any stock


                                       23
<PAGE>   26


                  splits, reverse stock splits, stock dividends, stock issuances
                  and similar capital transactions, and, thereafter the
                  respective Voting Stock holdings of ODC and AOL, respectively,
                  shall be diluted on a one and one-half to one (1.5 to 1) basis
                  (collectively, the "DISPROPORTIONATE DILUTION"). Strategic
                  Partners may be admitted at any entity level or levels (e.g.,
                  to the Company or any other Subsidiary) and in any manner
                  (e.g., by the issuance of shares by the Company and/or the
                  sale of shares by AOL and/or ODC), provided, however, that the
                  net effect of all transactions admitting Strategic Partners
                  does not dilute ODC's overall (direct or indirect, whether
                  through the Company or otherwise) percentage ownership of the
                  Voting Stock of the Company relative to AOL's percentage
                  ownership more than on a 2 to 1 or 1.5 to 1 basis, as
                  applicable ("MAXIMUM DISPROPORTIONATE DILUTION").

                           (ii) ODC hereby grants the Company and AOL an option
                  (the "CALL OPTION") to purchase from ODC, and ODC shall be
                  obligated to sell to the Company and AOL, as applicable, such
                  number of shares of Voting Stock then owned by ODC as may be
                  required to effect the Disproportionate Dilution. The Company
                  and/or AOL, as applicable, may exercise the Call Option by
                  written notice (the "PURCHASE NOTICE") to ODC, which Purchase
                  Notice must be delivered to ODC within thirty (30) days after
                  the admission of a Strategic Partner to the Company. The price
                  at which the Call Option shall be exercised shall be
                  determined pursuant to subsection (A) below, and the date and
                  place of transfer shall be determined pursuant to subsection
                  (B) below.

                                    (A) PRICE DETERMINATION. The purchase price
                           per share at which the Call Option shall be exercised
                           shall be equal to the Fair Market Value thereof as of
                           the date of delivery of the Purchase Notice.

                                    (B) DATE AND PLACE OF TRANSFER. The purchase
                           and sale of the shares owned by ODC to the Company
                           and/or AOL, as applicable, pursuant to subsection
                           (b)(ii) above shall take place at the principal place
                           of business of the Company (unless otherwise agreed
                           by AOL and ODC), on a date specified by the Company
                           and/or AOL, as applicable, but no later than thirty
                           (30) days after the Purchase Notice has been sent
                           pursuant to subsection (b)(ii), unless otherwise
                           agreed by AOL and ODC (the "CALL OPTION CLOSING"). At
                           the Call Option Closing, the Company and/or AOL, as
                           applicable, shall tender and ODC shall accept payment
                           of the purchase price by certified or bank check or
                           wire transfer, and ODC shall deliver to the Company
                           and/or AOL, as applicable, in exchange therefor the
                           certificate(s) for the shares of Voting Stock being
                           acquired pursuant to the Purchase Notice, accompanied
                           by duly executed instruments of transfer and the
                           other documents required to be delivered pursuant to
                           Section 5.4 hereof.



                                       24
<PAGE>   27

                  (c) If for any reason the admission of a Strategic Partner
         results in an aggregate dilution of ODC's relative percentage ownership
         in the Company greater than the Maximum Disproportionate Dilution, the
         Stockholders and the Company shall take all actions necessary to ensure
         that such excessive dilution is eliminated by an adjustment in the form
         of: (i) the sale or transfer from AOL and/or the Company to ODC of
         shares of Voting Stock in the Company, and/or (ii) any other measure
         reasonably agreed upon by the Stockholders, such that after such
         adjustment the resulting dilution of ODC's ownership interest does not
         exceed the Maximum Disproportionate Dilution.

                  (d) If a Strategic Partner is admitted to the Company, and the
         manner of effecting the disproportionate dilution is other than
         pursuant to the Call Option, ODC shall be compensated for any sale or
         other dilution of ODC's Voting Stock ownership directly or indirectly
         in an amount equal to the Fair Market Value thereof.

                  (e) Any admission of a Non-Strategic Partner to the Company
         shall dilute AOL and ODC pro rata.

                  (f) The method of admitting Strategic Partners and
         Non-Strategic Partners (e.g., whether to effect such admission by the
         issuance of shares to such new stockholder and/or the sale of shares by
         AOL and/or ODC), shall be determined by the Stockholders and, if such
         method involves the issuance of any Company Securities or other equity
         securities of the Company, submitted to the Special Committee and the
         Board for their approval in accordance with the Certificate of
         Incorporation.

                  (g) If the shares of Voting Stock held by AOL and/or ODC shall
         have been reduced by reason of a sale of a portion of its or their
         shares of Voting Stock to a Strategic Partner or Non-Strategic Partner
         as contemplated in this Section 5.7, and such Strategic Partner or
         Non-Strategic Partner thereafter wants to, or is required to, sell all
         or a portion of such shares of Voting Stock, AOL and ODC shall
         cooperate with each other and such Strategic Partner or Non-Strategic
         Partner, as applicable, so that each of AOL and ODC shall have the
         right and opportunity to repurchase any such shares of Voting Stock in
         proportion to the shares of Voting Stock originally sold by AOL and/or
         ODC to such Strategic Partner or Non-Strategic Partner. If AOL or ODC
         chooses not to purchase any part of a third-party's shares of Voting
         Stock which it is permitted to buy under this Section 5.7(g), then the
         other or, if it elects not to purchase all of such shares, the Company,
         may purchase at its option all of the remainder of such third-party's
         shares of Voting Stock.

                                   ARTICLE VI
                               REGISTRATION RIGHTS

         Section 6.1 REGISTRATION RIGHTS. The shares of Class A Common Stock
that are issued to the Stockholders by the Company upon conversion of Class B
Common Stock or Class C Common Stock or otherwise (including, without
limitation, upon conversion of any Series B Preferred Stock received by AOL upon
exercise by AOL of the Warrant in whole or in part) shall have the registration



                                       25
<PAGE>   28

rights set forth in the Amended and Restated Registration Rights Agreement,
dated as of March 30, 2001, by and among the parties (the "REGISTRATION RIGHTS
AGREEMENT"). The parties agree that, subject to the advance notice requirements
set forth in the Certificate of Incorporation and the Certificate of
Designations any such conversion, exercise or exchange shall, except as
otherwise expressly set forth herein or in the Certificate of Incorporation or
Certificate of Designations occur, at the option of the exchanging or converting
Stockholder, contemporaneously with the registration of the Class A Common Stock
to be received, or the consummation of the sale of such Class A Common Stock
pursuant to such registration, or at such other time as such Stockholder shall
request in writing.

                                   ARTICLE VII
                          ODC NON-MONETARY OBLIGATIONS

         Section 7.1 ODC NON-MONETARY CONTRIBUTIONS. As an integral part of
ODC's contribution to the Company, ODC or its Affiliates shall provide to the
Company, for the benefit of the Company and its Subsidiaries, the non-monetary
contributions and services set forth on Schedule 7.1 hereof relating to such
Non-Monetary Contributions as may be in effect from time to time. Upon the
termination of this Agreement, the rights and obligations arising under any and
all such side agreements in effect at the time of termination shall continue in
full force and effect until the expiration or termination of such side
agreements in accordance with their terms and neither the Company, nor AOL nor
ODC shall be obligated to enter into any additional side agreements following
the date of termination of this Agreement.

                                  ARTICLE VIII
                            OTHER AGREEMENTS; LEGENDS

         Section 8.1 LEGENDS. As long as this Agreement shall remain in full
force and effect, there shall be inscribed upon each certificate of Voting Stock
held by a Stockholder the following legends:

           THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
           TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR IN ANY WAY DISPOSED
           OF OR ENCUMBERED EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A
           CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF AUGUST 7, 2000, AND ANY
           AMENDMENTS THERETO, BETWEEN AMERICA ONLINE LATIN AMERICA, INC.,
           AMERICA ONLINE, INC. AND RIVERVIEW MEDIA CORP., A COPY OF WHICH IS ON
           FILE AT THE OFFICE OF THE COMPANY. THE HOLDER AND THE OWNER HEREOF IS
           SUBJECT TO THE OBLIGATIONS THEREIN SET FORTH AND CONTAINED AND ANY
           SUCH DISPOSITION OR ENCUMBRANCE IN VIOLATION OF SAID STOCKHOLDERS'
           AGREEMENT SHALL BE NULL AND VOID.




                                       26
<PAGE>   29

           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
           REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
           "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY
           STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED,
           TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED
           OF IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY TO THE COMPANY OF
           AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH
           SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT.

         Notwithstanding the foregoing, for so long as this Agreement shall
remain in full force and effect, there shall be inscribed on each certificate of
Voting Stock issued to a Stockholder after March 30, 2001 the following legend
in lieu of the first legend required pursuant to the foregoing:

           THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
           TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR IN ANY WAY DISPOSED
           OF OR ENCUMBERED EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A
           CERTAIN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED AS OF
           MARCH 30, 2001, AND ANY AMENDMENTS THERETO, BETWEEN AMERICA ONLINE
           LATIN AMERICA, INC., AMERICA ONLINE, INC., ASPEN INVESTMENTS LLC, AND
           ATLANTIS INVESTMENTS LLC, A COPY OF WHICH IS ON FILE AT THE OFFICE OF
           THE COMPANY. THE HOLDER AND THE OWNER HEREOF IS SUBJECT TO THE
           OBLIGATIONS THEREIN SET FORTH AND CONTAINED AND ANY SUCH DISPOSITION
           OR ENCUMBRANCE IN VIOLATION OF SAID STOCKHOLDERS' AGREEMENT SHALL BE
           NULL AND VOID.

         Section 8.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY PARTY BE
LIABLE TO ANOTHER (OR TO ANY AFFILIATE OF ANOTHER) FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS OR OTHER PECUNIARY
LOSS) ARISING OUT OF THIS AGREEMENT, WHETHER SOUNDING IN TORT, CONTRACT OR ANY
OTHER FORM OF ACTION, EVEN IF THE PARTY AGAINST WHOM SUCH DAMAGES ARE SOUGHT HAS
BEEN ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH
DAMAGES.


                                       27
<PAGE>   30

                                   ARTICLE IX
                              TERM AND TERMINATION

         Section 9.1 TERM. The term of this Agreement (the "TERM") shall
commence on the Effective Date and shall terminate (i) by mutual agreement of
the Parties in writing, (ii) when the Stockholders have ceased to hold any
shares of Voting Stock in the Company, (iii) by termination pursuant to the
provisions of Section 9.2, or (iv) on June 30, 2048, whichever occurs first.

         Section 9.2 TERMINATION. AOL, on the one hand, and ODC, on the other
hand, at its and their sole discretion, may terminate this Agreement by
delivering notice of termination and the basis therefor to the other and the
Company, at such time as the other ceases to hold a direct or indirect ownership
interest in Voting Stock greater than 10% percent of the number of shares of
Voting Stock at any time outstanding (or such lower percentage resulting solely
from admission of third-party equity participants pursuant to Section 5.7).

                                    ARTICLE X
                     STANDSTILL PROVISIONS; INDEMNIFICATION

         Section 10.1 LIMITATIONS ON HOLDERS' OWNERSHIP. Except for purchases of
Company Securities made in accordance with this Article X, each Holder agrees
that until December 15, 2003 it will not, nor will it permit any of its
Affiliates other than the Company to directly or indirectly, acquire, offer or
propose to any of the Company's stockholders or any third party to acquire,
solicit an offer to sell or agree to acquire, by purchase, by gift, by joining a
partnership, limited partnership, syndicate or other "group" (as such term is
used in Section 13(d)(3) of the Exchange Act), any Company Securities, except as
follows:

                  (a) a Holder may acquire Company Securities as consideration
         for such Holder's sale of an asset, property or right to the Company;

                  (b) a Holder may acquire Company Securities in connection with
         such Holder's making of a tender offer or exchange offer for not less
         than 100% of the shares of Company Securities then outstanding at a
         price approved by the disinterested members of the Board of Directors
         of the Company and based upon a fairness opinion delivered to the Board
         of Directors of the Company by a nationally recognized investment
         banking firm;

                  (c) the Holders shall have the right to acquire in the
         aggregate shares of Class A Common Stock up to an amount equal to five
         percent (5%) of the aggregate number of shares of Class A Common Stock
         outstanding on the Effective Date, it being understood that for
         purposes of this subsection (c) only, Aspen and Atlantis shall be
         treated as one Holder and shall collectively be limited to acquire in
         the aggregate no more than up to an amount equal to five percent (5%)
         of the aggregate number of shares of Class A Common Stock outstanding
         on the Effective Date;




                                       28
<PAGE>   31

                  (d) AOL may exercise the Warrant;

                  (e) pursuant to the rights of first refusal granted pursuant
         to the provisions of Section 10.1 of the Amended and Restated
         Registration Rights and Stockholders Agreement, dated as of March 30,
         2001, by and between the Company, Banco Itau, S.A. and the other
         parties named therein; and

                  (f)  as specifically approved by the Board.

         Notwithstanding the foregoing, nothing in this Section 10.1 shall
prohibit any Holder or Affiliate of such Holder from acquiring any Company
Securities as a result of any stock dividend, stock split, combination,
reorganization, reclassification or similar event affecting the Company's
capital structure.

         SECTION 10.2      INDEMNIFICATION.

                  (a) If, and to the extent that, the Company, any stockholder
         of the Company or any other Person brings any Action against AOL or ODC
         or any of their Affiliates or Subsidiaries (or any of their officers,
         directors, agents, shareholders, members, partners, Affiliates or
         Subsidiaries) seeking any Damages or injunctive or other equitable
         relief based on, arising out of or relating to any breach or alleged
         breach of any fiduciary or other duty based on any action or inaction
         which is permitted by the provisions of Article THIRD of the
         Certificate of Incorporation, or which is otherwise taken in reliance
         upon the provisions of said Article THIRD, the Company shall, to the
         fullest extent permitted by law, indemnify and hold such Persons
         harmless from and against all Damages arising out of or in connection
         with any such Action. The right to indemnification conferred herein
         shall include the right to be paid by the Company the expenses
         (including attorneys', accountants', experts' and other professionals'
         fees, costs and expenses) incurred in defending any such Action in
         advance of its final disposition (hereinafter, an "ADVANCEMENT OF
         EXPENSES"); provided, however, that if, but only if and then only to
         the extent, the GCL requires, an advancement of expenses incurred by an
         indemnitee hereunder shall be made only upon delivery to the Company of
         an undertaking (hereinafter, an "UNDERTAKING"), by or on behalf of such
         indemnitee, to repay all amounts so advanced if it shall ultimately be
         determined by final judicial decision from which there is no further
         right to appeal (hereinafter, a "FINAL ADJUDICATION") that such
         indemnitee is not entitled to be indemnified for such expenses under
         this Article THIRD or otherwise. The rights to indemnification and to
         the advancement of expenses conferred herein shall be contract rights
         and, as such, shall inure to the benefit of the indemnitee's
         successors, assigns, heirs, executors and administrators.

                  (b) If a claim for indemnification under this Section 10.2 is
         not paid in full by the Company within sixty (60) days after a written
         claim has been received by the Company, except in the case of a claim
         for an advancement of expenses, in which case the applicable period
         shall be twenty (20) days, the indemnitee may at any time thereafter
         bring suit against the Company to recover the unpaid amount of the
         claim. If successful in whole or in part in any such suit, or in a suit



                                       29
<PAGE>   32

         brought by the Company to recover an advancement of expenses pursuant
         to the terms of an undertaking, the indemnitee shall be entitled to be
         paid also the expense of prosecuting or defending such suit. In (i) any
         suit brought by the indemnitee to enforce a right to indemnification
         hereunder (but not in a suit brought by the indemnitee to enforce a
         right to an advancement of expenses) it shall be a defense that, and
         (ii) any suit brought by the Company to recover an advancement of
         expenses pursuant to the terms of an undertaking, the Company shall be
         entitled to recover such expenses only upon a final adjudication that,
         the indemnitee has not met the applicable standard for indemnification,
         if any, set forth in the GCL. Neither the failure of the Company
         (including the Board, independent legal counsel, or its stockholders)
         to have made a determination prior to the commencement of such suit
         that indemnification of the indemnitee is proper in the circumstances
         because the indemnitee has met the applicable standard of conduct set
         forth herein or in the GCL, nor an actual determination by the Company
         (including its directors, or a committee thereof, independent legal
         counsel, or its stockholders) that the indemnitee has not met such
         applicable standard of conduct, shall create a presumption that the
         indemnitee has not met the applicable standard of conduct or, in the
         case of such a suit brought by the indemnitee, be a defense to such
         suit. In any suit brought by the indemnitee to enforce a right to
         indemnification or to an advancement of expenses hereunder, or brought
         by the Company to recover an advancement of expenses pursuant to the
         terms of an undertaking, the burden of proving that the indemnitee is
         not entitled to be indemnified, or to such advancement of expenses,
         under this Section 10.2 or otherwise, shall be on the Company.

                  (c) The rights to indemnification and to the advancement of
         expenses conferred in this Section 10.2 shall not be exclusive of any
         other right which any person may have or hereafter acquire by any
         statute, the Certificate of Incorporation, the Company's By-laws, or
         any agreement, vote of stockholders or disinterested directors or
         otherwise.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11.1 CONFIDENTIAL INFORMATION. At all times following the date
hereof, each Party shall keep strictly confidential and not disclose, use,
divulge, publish or otherwise reveal, directly or through another Person:

                  (a) information that a Party indicates to another Party is, or
         that such other Party reasonably should know is, confidential,
         non-public information of a Party or an Affiliate of a Party which was
         disclosed pursuant to the AOL License and AOL OLS Agreement, or

                  (b) any information that a Party indicates to another Party
         is, or that such other Party reasonably should know is, confidential,
         non-public information:

                           (i) relating to the business of any other Party and
                  obtained as a result of the preparation and negotiation of
                  this Agreement, the performance by the Parties of their



                                       30
<PAGE>   33


                  obligations hereunder, or the joint conduct by the Parties of
                  activities pursuant to this Agreement, or

                           (ii) relating to the business of any Subsidiary of
                  the Company;

         in each case including, but not limited to, documents and/or
         information regarding customers, costs, profits, markets, sales,
         products, product development, key personnel, pricing policies,
         operational methods, technology, know-how, technical processes,
         formulae, or plans for future development of or concerning such other
         Party or Subsidiary (collectively, "CONFIDENTIAL INFORMATION"), except
         as may be necessary for the directors, employees, agents or consultants
         of it and its Affiliates to perform their respective obligations under
         this Agreement or conduct of the Business, in connection with filings
         with Governmental Bodies as required under applicable law, including,
         in particular, the filing of this Agreement and the Registration Rights
         Agreement with the Commission in connection with the initial public
         offering of the Class A Common Stock; provided that, except for the
         filing of this Agreement and the Registration Rights Agreement with the
         Commission, no Party shall make any disclosure required under
         applicable law before providing the applicable Party with a reasonable
         opportunity to seek a protective order. Each Party shall cause any
         Persons receiving Confidential Information in accordance with the terms
         hereof to retain such Confidential Information in strict confidence.
         Upon termination or expiration of this Agreement, each Party shall
         return to the other Parties or destroy, as the other Parties may direct
         in their sole discretion, all memoranda, notes, records, reports and
         other documents (including all copies thereof) relating to the
         Confidential Information of the other Parties and their Subsidiaries
         which such Party may then possess or have under its control. Each Party
         shall certify in writing to another Party within ten (10) Business Days
         of receiving instructions from such other Party regarding the return or
         destruction of such materials of such other Parties that all such
         materials have been returned or destroyed as such other Party has
         directed. If no instruction with respect to the return or destruction
         of such materials is provided to a Party within ten (10) Business Days
         of termination or expiration, such Party shall promptly destroy such
         material. Notwithstanding the foregoing, the following shall not
         constitute Confidential Information: (x) information which was already
         otherwise known to the recipient at the time of its receipt in
         connection with this Agreement, (y) information which is or becomes
         freely and generally available to the public through no wrongful act of
         the recipient or (z) information which is rightfully received by the
         recipient from a third party legally entitled to disclose such
         information without breach by the recipient of this Agreement. In the
         event of any breach of this Section 11.1, a non-breaching Party shall
         have the right, in addition to any other remedy available at law or in
         equity, to (a) pursue its claim either individually or through the
         Company, as such non-breaching Party shall in its sole discretion
         determine, and (b) demand the immediate dismissal of all personnel
         actively or passively participating in such breach.

         Section 11.2 GOVERNING LAW. This Agreement, and the rights and
liabilities of the Parties hereunder, shall be governed by the substantive laws
of the State of Delaware, USA without giving effect to its rules relating to
conflict of laws. To the extent otherwise applicable, the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to



                                       31
<PAGE>   34

the construction or interpretation of this Agreement. Each Party irrevocably
consents to the exclusive jurisdiction of the state and federal courts located
in the State of Delaware for all disputes arising under or related to this
Agreement, which are subject to litigation hereunder, and to service of process
in any jurisdiction in any such action by means of notice delivered pursuant to
Section 11.6 hereof; provided, however to permit a Party either to enforce a
judgment or to seek injunctive relief, each Party also irrevocably consents to
the jurisdiction of the courts in the place where such judgment enforcement or
injunctive relief is sought. Each Party waives any objection it otherwise may
have to the personal jurisdiction and venue of the courts designated in this
Section 11.2. Notwithstanding the foregoing, for so long as a party is an entity
organized under the laws of the State of Delaware, injunctive relief may be
sought against that party only in the State of Delaware.

         Section 11.3 ENTIRE AGREEMENT. Except for the agreements specifically
referred to in this Agreement, this Agreement constitutes the entire agreement
among the Parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements (including, in particular, the Original
Agreement and the Joint Venture Agreement, dated as of December 15, 1998, by and
among Federal Communications, S.A., AOL, Pan Latin Interactive Ventures C.V., a
limited partnership organized under the laws of the Netherlands, and AOL Latin
America), understandings, negotiations and discussions, whether oral or written,
of the Parties with respect to the subject matter hereof. All exhibits
referenced herein and attached to this Agreement are incorporated hereby and
shall be treated as if set forth herein. No amendment, supplement, modification,
waiver or termination of this Agreement shall be implied or be binding unless
executed in writing by the Party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), nor shall waiver constitute a
continuing waiver unless otherwise expressly therein provided.

         Section 11.4 ASSIGNMENT. All of the terms and provisions of this
Agreement by or for the benefit of the Parties shall be binding upon and inure
to the benefit their successors and permitted assigns. The rights and
obligations provided under this Agreement may not be assigned, except in
accordance with the provisions of Section 5.2. Except as expressly provided
herein, nothing herein is intended to confer upon any Person, other than the
Parties and their permitted successors, and permitted assigns as provided
herein, any rights or remedies under or by reason of this Agreement.

         Section 11.5 SURVIVAL. Sections 7.1, 8.2, 10.2 and 11.1 shall survive
expiration or termination of this Agreement for any reason, to the extent set
forth in or as necessary to give effect to the applicable provision.

         Section 11.6 NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing in English and shall be deemed to
have been duly given (except as may otherwise be specifically provided herein to
the contrary): (i) if delivered by hand to the Party to whom said notice or
other communication shall have been directed, upon such receipt, (ii) if mailed
by certified or registered mail with postage prepaid, return receipt requested,
on the seventh Business Day after mailing, (iii) if transmitted by telefax, on



                                       32
<PAGE>   35

the date of transmission, with such transmittal followed by delivery of a
confirmation copy via one of the other methods set out herein, or (iv) if
delivered by electronic mail, on the delivery date, with such transmittal
followed by delivery of a confirmation copy via one of the other methods set out
herein. All notices shall be addressed as set forth below or to any other
address such Party shall notify to the other Party in accordance with this
Section:

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

         with a copy to:            America Online, Inc.
                                    22000 AOL Way
                                    Dulles, VA  20166-9323, USA
                                    Attn:  General Counsel
                                    Fax No.: (703) 265-3992

If to the Company:                  America Online Latin America, Inc.
                                    6600 N. Andrews Avenue, Suite 500
                                    Fort Lauderdale, FL  33309, USA
                                    Attn:  Chief Executive Officer
                                    Fax No.:  (954) 233-1801

         with a copy to:            America Online Latin America, Inc.
                                    6600 N. Andrews Avenue, Suite 500
                                    Fort Lauderdale, FL  33309, USA
                                    Attn:  General Counsel
                                    Fax No.:  (954) 233-1805

If to Aspen:                        Aspen Investments LLC
                                    c/o Finser Corporation
                                    550 Biltmore Way, Suite 900
                                    Coral Gables, FL  33134, USA
                                    Attn:  President
                                    Fax No.: (305) 441-2880

         with a copy to:            Finser Corporation
                                    550 Biltmore Way, Suite 900
                                    Coral Gables, FL  33134, USA
                                    Attn:  General Counsel
                                    Fax No.:  (305) 447-1389




                                       33
<PAGE>   36

If to Atlantis:                     Atlantis Investments LLC
                                    c/o Finser Corporation
                                    550 Biltmore Way, Suite 900
                                    Coral Gables, FL  33134, USA
                                    Attn:  President
                                    Fax No.: (305) 441-2880


         with a copy to:            Finser Corporation
                                    550 Biltmore Way, Suite 900
                                    Coral Gables, FL  33134, USA
                                    Attn:  General Counsel
                                    Fax No.:  (305) 447-1389

If to any other Holder:             at such address and facsimile number as such
                                    Holder shall have furnished the Company in
                                    writing, with a copy to AOL and ODC.

         Section 11.7 COUNTERPARTS; FACSIMILES. This Agreement and each of the
exhibits attached hereto may be executed and delivered in one or more
counterparts, each of which shall be deemed to be an original, and all of which
when taken together shall constitute one and the same instrument and shall
become effective when copies hereof, bearing the signatures of each of the
Parties, shall have been received by the Company, ODC and AOL. Facsimile
signatures to this Agreement and each of the exhibits attached hereto shall be
effective if promptly followed by the original signed Agreement or exhibit, as
the case may be.

         Section 11.8 EXPENSES. Except as otherwise expressly provided in the
Stock Purchase Agreement, each of the Parties shall pay all of its own legal and
other fees and expenses incurred in connection with this Agreement, the
transactions contemplated hereby, and the negotiations leading to the same.

         Section 11.9 FURTHER ASSURANCES. Each Party shall perform all other
acts and execute and deliver all other documents as may be necessary or
appropriate to carry out the purposes and intent of this Agreement, as
reasonably requested by the other Parties.

         Section 11.10 CONSTRUCTION. The terms and provisions of this Agreement
and the wording used herein shall in all cases be interpreted and construed
simply in accordance with their fair meanings and not strictly for or against
any Party hereto. The captions at the headings of each Section of this Agreement
are for convenience of reference only, and are not intended or to be used or
applied to describe, interpret, construe, define or limit the scope, extent,
intent or operation of this Agreement or of any term or provision hereof.

         Section 11.11 SEVERABILITY. If any provision of this Agreement shall be
held to be incomplete, illegal, invalid or unenforceable, or if it becomes
necessary to amend the Agreement in order to comply with an administrative or
governmental order, the remaining provisions of the Agreement shall stay in



                                       34
<PAGE>   37

force and the unenforceable, void or incomplete provision shall be replaced by a
valid provision or amendment reflecting the economic and business objectives of
the original Agreement as best as possible.

         Section 11.12 JOINT AND SEVERAL LIABILITY. Notwithstanding anything
contained herein to the contrary, Aspen and Atlantis shall be jointly and
severally liable for each other's obligations and liabilities hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



                                       35
<PAGE>   38


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                             AMERICA ONLINE LATIN AMERICA, INC.


                             By:       /s/ Javier Aguirre
                                       ----------------------------------------
                                       Name: Javier Aguirre
                                       Title: CFO


                             AMERICA ONLINE, INC.


                             By:       /s/ Joseph A. Ripp
                                       ----------------------------------------
                                       Name: Joseph A. Ripp
                                       Title: Executive Vice President and CFO


                             ASPEN INVESTMENTS LLC

                             By:       /s/ Steven I. Bandel
                                       ----------------------------------------
                                       Name: Steven I. Bandel
                                       Title: President


                             ATLANTIS INVESTMENTS LLC



                             By:       /s/ Steven I. Bandel
                                       ----------------------------------------
                                       Name: Steven I. Bandel
                                       Title: President










                                       36
<PAGE>   39

                                  SCHEDULE 7.1

                 NON-MONETARY CONTRIBUTIONS AND SERVICES OF ODC

         ODC further agrees that, upon the request of the Company, ODC and its
Affiliates will provide the services set forth in Section II of this Schedule
7.1 at ODC's or its Affiliates' cost.

         ODC further agrees that, upon the request of the Company, with respect
to services set forth in Section III of this Schedule 7.1 that are provided by
ODC or its Affiliates, ODC shall provide such services at ODC MFN Rates. "ODC
MFN RATES" shall mean rates at least as favorable as rates charged by ODC or its
Affiliates at such time to any Person other than ODC Seventy-Five Percent
Affiliates, if any, for substantially similar services, or if ODC or its
Affiliates do not provide substantially similar services to such other Persons,
favorable rates consistent with the intent of this Schedule 7.1. "ODC
SEVENTY-FIVE PERCENT AFFILIATE" means any Person in which Ricardo Cisneros
and/or Gustavo Cisneros and/or their lineal descendants own, directly or
indirectly, individually or collectively, through any other Person or Persons,
at least seventy-five percent (75%) of the equity interests.

         Upon the request of the Company, with respect to services set forth in
Section III of this Schedule 7.1 that are provided by entities in which the
Cisneros Family has an equity interest that are not Affiliates of ODC, ODC shall
use its best commercially reasonable efforts to obtain for the benefit of the
Company such services at rates as favorable as those provided to ODC and its
Affiliates other than ODC Seventy-Five Percent Affiliates, or, if such services
are not provided to ODC and such Affiliates, at favorable rates consistent with
the intent of this Schedule 7.1.

         Upon the request of the Company, ODC will use best commercially
reasonable efforts to obtain for the benefit of the Company services provided to
ODC and its Affiliates by third parties in which the Cisneros Family does not
have any equity interest on terms as favorable as the terms extended by such
third parties to ODC and its Affiliates other than ODC Seventy-Five Percent
Affiliates, and if such third parties do not provide such services to ODC and
such Affiliates, at favorable rates consistent with the intent of this letter
agreement and Section 7.1 of the Stockholders Agreement.

         With respect to any services obtained from entities in which the
Cisneros Family has an equity interest that are not Affiliates of ODC and third
parties in which the Cisneros Family does not have any equity interest, in
addition to the rates set forth above payable to such other entities, the
Company shall pay to ODC all reasonable out-of-pocket costs incurred by ODC and
its Affiliates in obtaining such services for the benefit of the Company.

         In addition to the services set forth in Sections I, II and III of this
Schedule 7.1 ODC will use best commercially reasonable efforts to obtain from
Univision for the benefit of the AOL-US Service, unoccupied advertising air time
at Univision's most favored rates for comparable volumes of air time, until the
Company has purchased $2,000,000 worth of such advertising. For purposes hereof,
"AOL-US SERVICE" shall mean the principal AOL Service provided by AOL to United
States residents on the date hereof, as such service shall be modified from time


<PAGE>   40

to time, and "AOL SERVICES" shall mean the Interactive Services that are PC
Access Services provided worldwide, including the AOL-US Service and any other
international AOL Services, under the brand names America Online(TM) and/or
AOL(TM) existing as of the date hereof or in the future and modified from time
to time.

         With respect to any service provided by ODC or its Affiliates to the
Company or obtained for the benefit of the Company from other entities, a ten
percent (10%) management fee will be charged to the Company where there is
dedicated management involved in providing or obtaining such services for the
Company.

         Notwithstanding anything contained herein, (i) nothing in this Schedule
7.1 shall obligate the Company to purchase services from ODC and/or its
Affiliates, and (ii) any agreements for services provided hereunder where the
Company is to pay ODC and/or its Affiliates, as the case may be, shall be
subject to the Company's and AOL's approval as provided in Article FIFTH, Clause
(c) of the Certificate of Incorporation.

SECTION I. CONTRIBUTIONS PROVIDED AT NO CHARGE:

o     Local market intelligence

o     Leverage existing relationships and contacts (see Attachment 1)

o     Facilitate appropriate high level in-country contacts with governmental
      and regulatory officials to further the Company business in the Territory

SECTION II. SERVICES PROVIDED AT COST*:

o     Legal and regulatory advice

o     Tax services

o     In-market research

o     Financial and administrative services

o     Marketing and advertising services

o     Public relations

                        * Plus a nominal management fee of 10% where there is
                          dedicated management.

SECTION III. SERVICES PROVIDED OR OBTAINED AT MOST FAVORED OR FAVORABLE RATES*:
(* Plus ODC reasonable, out-of-pocket costs in obtaining services and management
fee where there is dedicated management.)

o    ADVERTISING & PROMOTION: Advertising and promotion at most favored rates
     applicable to comparable volumes of air time on ODC affiliated television
     networks, including unoccupied air time on Venevision, Chilevision,



                                       2
<PAGE>   41

     Caracol, Rock & Pop and Caribbean Communications Network. Use of available
     vehicles for cross-promotion of services between media properties and the
     Company, including cross-promotion via references to the Company
     Interactive Services on television programs. For example:

>>   ODC will make best commercially reasonable efforts to obtain from Galaxy
     Latin America, unoccupied advertising space to promote the Company in its
     programming line up. In addition, ODC will make best commercially
     reasonable efforts to obtain rights from GLA to promote the Company service
     in DIRECTV's electronic programming grid.

>>   ODC will also make best commercially reasonable efforts to obtain product
     placement in country specific programming through its affiliated
     programming properties in Latin America, including the channels of the
     Cisneros Television group, Clase, I-Sat, Space, Infinito, Uniseries, and
     Jupiter.

>>   ODC will provide the Company with cross promotion and advertising in
     Venevision.com, the web site of Venevision.

>>   ODC will make best commercially reasonable efforts to obtain from Imagen
     Satelital, promotion through its affiliated channels, with the Company as
     its exclusive online service.

>>   ODC will make its best commercially reasonable efforts to obtain from
     Panamco marketing, promotion and distribution in connection with Coca-Cola
     products in the Territory.

o    ELECTRONIC PROGRAMMING: Rights to develop online content based on
     traditional content developed by ODC's controlled programming properties.
     To the extent the rights are available from companies other than ODC's
     controlled properties, ODC shall use best commercially reasonable efforts
     to obtain such rights for the Company. FOR EXAMPLE:

>>   Create virtual electronic environments using the characters and themes of
     Venevision's children and teen-ager programs;

>>   Reasonable commercial efforts to obtain rights to develop virtual
     electronic environments based on the characters developed by non-controlled
     affiliates of ODC (i.e. Locomotion, Space, I-Sat, Space, Infinito,
     Uniseries, Chilevision.)

>>   Venevision will make best commercially reasonable efforts to arrange for
     its exclusive celebrities to take part periodically in the service's chat
     rooms, provided that these stars participate from their home base in these
     chat rooms.

o    ACCESS TO CUSTOMER DATABASES: Subject to applicable laws, access to
     customer databases of affiliate companies. FOR EXAMPLE:

>>   ODC will make best commercially reasonable efforts to obtain from RSLCOM
     Latin America and GLA access to their subscriber databases for the purpose
     of mailing the AOL client software to the subscribers of such services.


                                       3
<PAGE>   42


o    DISTRIBUTION OUTLETS: Access to ODC's distribution outlets for the
     distribution of the Company software. FOR EXAMPLE:

>>   GLA has distribution agreements with numerous outlets throughout Latin
     America. ODC will use its best commercially reasonable efforts to secure
     distribution of software through such outlets.

IV.  BUNDLING/MARKETING AGREEMENTS; COMMERCE AGREEMENTS

o    ODC may negotiate to obtain bundling and other marketing and subscriber
     acquisition agreements for the benefit of the Company ("BUNDLING/MARKETING
     AGREEMENTS"). the Company shall pay ODC a royalty for each Subscriber
     registration that results from such Bundling/Marketing Agreements
     ("BOUNTY"). The amount of each Bounty under each Bundling/Marketing
     Agreement shall be mutually agreed upon by ODC and the Company, and subject
     to the approval of the Company and AOL as set forth in Article FIFTH,
     Clause (c) of the Certificate of Incorporation.

o    ODC may negotiate to obtain advertising and/or electronic commerce
     agreements with respect to the Company Interactive Services for the benefit
     of the Company if and as approved by the Company. ("COMMERCE Agreements").
     the Company shall pay ODC a royalty for each Commerce Extension
     ("COMMISSION"). The amount of the Commission under each Commerce Agreement
     shall be no less than fifteen percent (15%).



                                       4
<PAGE>   43


                          ATTACHMENT 1 TO SCHEDULE 7.1

                   EXISTING RELATIONSHIPS AS OF AUGUST 7, 2000

<TABLE>
<CAPTION>

------------------------ -------------------------------------------- ---------------------------- -------------------------
    NAME OF COMPANY                  NATURE OF BUSINESS                    AREA OF INFLUENCE                % OWN
------------------------ -------------------------------------------- ---------------------------- -------------------------
<S>      <C>             <C>                                             <C>                       <C>
1.       Venevision      Open TV network                                       Venezuela           (**text removed here**)
                         Producer  of Spanish  Language  programming
                         in South America
------------------------ -------------------------------------------- ---------------------------- -------------------------
2.       Pueblo    Xtra  Chain of supermarkets in the Caribbean               Puerto Rico          (**text removed here**)
         International   Chain of  Blockbuster  video  stores in the       US Virgin Islands
                         Caribbean (approx. 30)
------------------------ -------------------------------------------- ---------------------------- -------------------------
3.       Vtel            Distributors  of  wireless  commu-nications           Venezuela           (**text removed here**)
                         devices    from    Motorola    and    other
                         manufacturers
------------------------ -------------------------------------------- ---------------------------- -------------------------
4.       AmericaTel      Provider of nationwide trunking services              Venezuela           (**text removed here**)
------------------------ -------------------------------------------- ---------------------------- -------------------------
5.       Ibero American  Broadcasting  private  equity fund in Latin         Currently in:         (**text removed here**)
         Media Partners  America                                           Argentina, Chile,
                                                                           Colombia, Portugal
                                                                          Plans for continued
                                                                      expansion in Latin America
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(a) Cisneros TV Group   Distributor  of  original  and  third-party           Regional            (**text removed here**)
                         programming   for   subscription-based   TV
                         services (CATV and DTH).
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(b) Chilevision         Open TV network                                         Chile             (**text removed here**)
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(c) Imagen Satelital    Distributor  of  original  and  third-party           Regional            (**text removed here**)
                         programming   for   subscription-based   TV      Strongest in Latin
                         services (CATV and DTH)                        America's Southern Cone
                                                                         (Argentina, Chile and
                                                                                Brazil)
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(d) Rock & Pop          All music cable network                                 Chile             (**text removed here**)
                         Owner and operator of three radios stations
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(e) Caribbean           Open TV Network                                   Trinidad & Tobago       (**text removed here**)
     Communications      Newspaper Publisher                                   Barbados
     Network                                                                    Jamaica
                                                                               St. Kitts
------------------------ -------------------------------------------- ---------------------------- -------------------------
5(f) Caracol TV          Broadcast TV                                          Colombia            (**text removed here**)
------------------------ -------------------------------------------- ---------------------------- -------------------------
6.   Galaxy Latin        Satellite     delivered      direct-to-home           Regional            (**text removed here**)
     America             television
     (Holding Company)
------------------------ -------------------------------------------- ---------------------------- -------------------------
</TABLE>


                                       5
<PAGE>   44
<TABLE>

------------------------ -------------------------------------------- ---------------------------- -------------------------
<S>      <C>             <C>                                             <C>                       <C>
7.   RSL                 Provider   of   long   distance   telephone           Regional            (**text removed here**)
     Communications      services
------------------------ -------------------------------------------- ---------------------------- -------------------------
8.   Univision           Open TV Network                                     United States         (**text removed here**)
------------------------ -------------------------------------------- ---------------------------- -------------------------
9.   Galaxy Latin        Galaxy   has  a   network   of   affiliated                               (**text removed here**)
     America             companies  in  all  Latin  America.   These
10.  (Local              companies   are   generally  the  strongest
     Operating           (broadcast  or print) media  company in its
     companies)          country.  All local  partners were selected
                         by ODC and ODC has retained (jointly with Hughes) the
                         option to purchase up to 40% of each LOC.
------------------------ -------------------------------------------- ---------------------------- -------------------------
11.  Editora Abril       Publisher of print media                               Brazil             (**text removed here**)
                         Operator of CATV
                         Provider of DTH
------------------------ -------------------------------------------- ---------------------------- -------------------------
12.  Corporacion         Remote interactive educational services               Regional            (**text removed here**)
     Latinoamericana     Provided through DIRECTV
     de Servicios
     Educativos
13.  (Clase)
------------------------ -------------------------------------------- ---------------------------- -------------------------
14.  Coca-Cola/          Bottler of Coca-Cola products                         Regional            (**text removed here**)
     Panamco
------------------------ -------------------------------------------- ---------------------------- -------------------------


</TABLE>

                                       6