AMERICA ONLINE LATIN AMERICA INC
EX-10.2 TELMEX LETTER AGREEMENT DATED JUNE 11,2003
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g84447exv10w2.txt
<DESCRIPTION>EX-10.2 TELMEX LETTER AGREEMENT DATED JUNE 11,2003
<TEXT>
<PAGE>
                                                                    Exhibit 10.2


Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act.

                                                      Mexico City, June 11, 2003



AOL DE MEXICO, S. DE R.L. DE C.V.
Blvd. Manuel Avila Camacho 36 Piso 5
Col. Lomas de Chapultepec
Mexico, D.F.     11000



                                        Att'n: Ing. Eduardo Alberto Escalante C.
                                                    General Director





Dear Mr. Escalante:

We refer to the telephone conversations taken between Telefonos de Mexico, S.A.
de C.V. ("Telmex") and AOL Mexico S. De R.L. de C.V. ("AOL"), for the hiring and
provision of the services of Internet Ports. To this effect, please find the
following proposal:

         1.       Within the terms and conditions here written, AOL will
                  increase additionally [**] Internet Ports to its actual volume
                  of [**] Internet Ports making a total of [**] Internet Ports.
                  The [**] new Internet Ports list is attached to this letter
                  being part of it.

         2.       The Internet Ports will be delivered according to a defined
                  schedule by Telmex with the objective of having them in
                  operation by July 1, 2003.

         3.       From June 1, 2003 until June 30, 2005, the unit price per port
                  is $[**] ([**] pesos, Actual Legal Currency in the United
                  Mexican States [**]/100), plus the tax to the agregated value.
                  This price includes the hiring of the necessary connections
                  for the information transfer and Internet connection.

         4.       AOL recognizes that today it owes Telmex for the concept of
                  anticipated cancellations of Internet Ports, in the total
                  amount of $[**] ([**] pesos, actual currency in the United
                  Mexican States [**]/100). Telmex will grant AOL a reduction in
                  favor of AOL in the total amount of US$[**] ([**] dollars,
                  actual legal currency in the United States of America
                  [**]/100) if AOL pays Telmex the difference between the
                  mentioned amounts in this paragraph (remaining amount), within
                  the following working day after the signature date of the
                  agreement to which number 6 of this letter refers. To the
                  effect of calculating the total amount that must be paid by
                  AOL and with the finality of having the exchange rate of the
                  amount of the reduction, it will be considered, the exchange
                  rate published by the Banco de Mexico in the "Diario Oficial
                  de la Federacion" on the payment date to Telmex.

         5.       The expiration date of the Internet Ports provided pursuant to
                  this letter will be 2 years, running from July 1, 2003 until
                  June 30, 2005.


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         6.       During the 60 (sixty) working days following the date of this
                  letter, AOL and Telmex will negotiate a Services Agreement
                  with the purpose of including specifically, the Telmex and AOL
                  obligations, including without limitation, the service levels
                  and cancellations costs; taking into consideration that what
                  is written here, will have to be included in the mentioned
                  agreement.

         7.       Both parties are obligated to respect and keep confidential
                  this letter, and any other information related herewith, that
                  is made known to the other party verbally or in writing,
                  delivered and/or transmitted by mail, fax, e-mail, telex or
                  any other means, (the "Confidential Information"), and
                  therefore, the receiver of the Confidential Information
                  recognizes that this information may not be directly or
                  indirectly, nor by third parties or in any other way,
                  transfered, published, reproduced or made known to third
                  parties at any time. Failure to comply with the foregoing will
                  cause the receiving party to be subject to applicable
                  sanctions under Mexican law. Additionally, neither party shall
                  use the Confidential Information for its exclusive benefit nor
                  shall it use the Confidential Information to the detriment of
                  the other party who is obligated to maintain the
                  confidentiality of the Confidential Information.

Telmex and AOL recognize and agree that the information will not be considered
as Confidential Information when: (i) the receiving party had the information in
its possession and was not subject to a confidentiality obligation prior to
disclosure of such information by the disclosing party; (ii) It is known by the
public other than through the negligence or fraud of the receiving party; (iii)
it is received legitimately from a third party without any restriction or (iv)
Telmex, AOL and/or their respective parent companies (For AOL it is America
Online Latin America, Inc.) or their subsidiaries need to reveal the terms of
this letter to the Securities and Exchange Commission of the United States of
America as required by law.

Please sign this letter in order to have evidence of our agreement in this
respect.

                                       Sincerely,

                                       Telefonos de Mexico, S.A. de C.V.




                                       /s/ Sergio Rodriquez Moleda
                                       -----------------------------------------
                                       By:  Lic. Sergio Rodriquez Moleda
                                       Title:  Legal Representative



Agreed and Accepted:

AOL de Mexico, S. de R.L. de C.V.




/s/ Eduardo A. Escalante
--------------------------------------------
By:  Ing. Eduardo Alberto Escalante C.
Title: President




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<TABLE>
<CAPTION>


                                   Internet Ports           Additional Ports
                               Currently Installed By     Ordered Pursuant To         Total Existing And
                                  Telmex For AOL          This Letter Agreement      Additional Ordered Ports
                            -------------------------   ------------------------    ------------------------
<S>                                    <C>                        <C>                         <C>
Acapulco                                [**]                        --                         [**]

Aguascalientes                          [**]                       [**]                        [**]

Campeche                                                           [**]                        [**]

Cancun                                  [**]                       [**]                        [**]

Celaya                                                             [**]                        [**]

Ciudad de Mexico                        [**]                       [**]                        [**]

Ciudad de Carmen                                                   [**]                        [**]

Ciudad Juarez                           [**]                       [**]                        [**]

Ciudad Obregon                                                     [**]                        [**]

Ciudad Valles                                                      [**]                        [**]

Cordoba                                                            [**]                        [**]

Cuautla                                                            [**]                        [**]

Cuernavaca                              [**]                       [**]                        [**]

Culiacan                                [**]                       [**]                        [**]

Chihuahua                               [**]                       [**]                        [**]

Durango                                                            [**]                        [**]

GAN                                                                [**]                        [**]

Guadalajara                             [**]                       [**]                        [**]

Guanajuato                                                         [**]                        [**]

Hermosillo                                                         [**]                        [**]

Irapuato                                                           [**]                        [**]

Jalapa                                  [**]                       [**]                        [**]

Leon                                    [**]                       [**]                        [**]

Matamoros                                                          [**]                        [**]

Mazatlan                                [**]                         -                         [**]

Merida                                  [**]                       [**]                        [**]

Mexicali                                [**]                       [**]                        [**]

Monterrey                               [**]                       [**]                        [**]

Morelia                                 [**]                       [**]                        [**]

Nuevo Laredo                                                       [**]                        [**]

Oaxaca                                  [**]                       [**]                        [**]

Ocotlan                                                            [**]                        [**]

Orizaba                                                            [**]                        [**]

Pachuca                                                            [**]                        [**]

Poza Rica                                                          [**]                        [**]

Puebla                                  [**]                       [**]                        [**]

Puerto Vallarta                         [**]                       [**]                        [**]

Queretaro                               [**]                       [**]                        [**]

Reynosa                                                            [**]                        [**]

Saltillo                                                           [**]                        [**]

San Andres Tuxtla                                                  [**]                        [**]

San Luis Potosi                         [**]                       [**]                        [**]

Tampico                                 [**]                       [**]                        [**]

Tehuacan                                                           [**]                        [**]

Tepatitlan                                                         [**]                        [**]

Tepic                                                              [**]                        [**]

Texcoco                                                            [**]                        [**]

Tijuana                                                            [**]                        [**]

Tlaxcala                                                           [**]                        [**]

Toluca                                                             [**]                        [**]

</TABLE>




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<TABLE>
<CAPTION>



                                   Internet Ports           Additional Ports
                               Currently Installed By     Ordered Pursuant To         Total Existing And
                                  Telmex For AOL          This Letter Agreement      Additional Ordered Ports
                            -------------------------   ------------------------    ------------------------
<S>                                    <C>                        <C>                         <C>
Torreon                                                            [**]                        [**]

Tula                                                               [**]                        [**]

Tulancingo                                                         [**]                        [**]

Tuxtla Gutierrez                                                   [**]                        [**]

Veracruz                                [**]                       [**]                        [**]

Villahermosa                            [**]                       [**]                        [**]

Zacatecas                                                          [**]                        [**]

Puertos Nuevos                                                     [**]                        [**]

Puertos Existentes                      [**]                                                   [**]

Totales                                 [**]                       [**]                        [**]




</TABLE>





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