May 24, 2005
Banco Itaú, S.A.
Praça Alfredo Egydio de Souza Aranha, 100
São Paulo — SP — Brasil
Attention: Mr. Roberto Setúbal
Re: Conversion of Promoters into interactive marketing
services
Dear Mr. Setubal:
I am writing to confirm the
understanding AOL Brasil Ltda. (“AOLB”) reached with
Banco Itaú S.A. (“Itaú”) in our meeting
last May 9, 2005 concerning certain marketing activities under
the Strategic Interactive Services and Marketing Agreement dated
June 12, 2000 (“SMA”) and to the Memorandum of
Agreement dated December 14, 2002 (the “MOA,” and
together with the SMA, each as amended from time to time, the
“Existing Agreement”). For convenience, the capitalized
terms used in this letter shall have the meaning given such terms
in the Existing Agreement.
Beginning May 25, 2005 (the
“Promoter Termination Date”), Itaú shall no
longer be required to allow, and AOLB shall not deploy, Promoters
or Supervisors in Itaú bank branches, and Itaú shall
no longer be obliged to maintain kiosks and any of the other items
described in Section 2(a)(iii) of Exhibit A to the MOA.
Pursuant to Section 2(a)(iii) of Exhibit A to the
