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Employment Agreement CYCLELOGIC INC 4 2 2001 EXHIBIT 10 20 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as

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Employment Agreement CYCLELOGIC INC 4 2 2001 EXHIBIT 10 20 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as Powered By Docstoc
					EXHIBIT 10.20 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of December 28, 2000, by and between StarMedia Network, Inc. (the "Company"), and Steven J. Heller (the "Executive"). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive under the terms and conditions provided in this Agreement; and WHEREAS, the Executive wishes to be so employed; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. EMPLOYMENT. The Company agrees to employ the Executive, and the Executive agrees to serve in the employ of the Company in the position and with the responsibilities, duties and authority set forth in Section 2 and on the other terms and conditions set forth in this Agreement. The Executive acknowledges and agrees that he is an employee at will and that both the Executive and the Company have the right to terminate the employment relationship at any time for any lawful reason. The Executive acknowledges and agrees that no representative of the Company may verbally change the at will employment relationship between the Executive and the Company. 2. POSITION, DUTIES. The Company shall employ the Executive as Chief Financial Officer of the Company and the Executive will serve in the Company's employ in that position. The Executive shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company as are commensurate and consistent with his employment as Chief Financial Officer of the Company. The Executive also shall have such additional powers, authority, functions, duties and responsibilities as may reasonably be assigned to him by the Company's Board of Directors (the "Board"). 3. COMPENSATION. 3.1 SALARY. In consideration of the performance by the Executive of the services set forth in Section 2 and his observance of the other covenants set forth herein, the Company shall pay to the Executive, and the Executive shall accept, a base salary (the "Base Salary") at an initial rate of $200,000 per annum, payable on a semimonthly basis in accordance with the standard payroll practices of the Company, which amount shall be increased, effective as of each January 1, by an amount equal to 10% of the immediately preceding Base Salary, and

2 from time to time by such additional amount, if any, that the Company shall, in its sole discretion, determine. 3.2 TAX INDEMNITY. Should any of the payments of the Base Salary, other incentive or supplemental compensation, benefits, allowances, awards, payments (including the payment referred to in the following sentence), reimbursements or other perquisites, or any other arrangement in the nature of compensation (including the vesting of any awards or the acceleration of any payments), singly, in any combination or in the aggregate, provided to the Executive by the Company, whether or not provided for hereunder, be subject (as determined below) to an excise or similar purpose tax pursuant to Section 4999 of the Code, or any successor or other comparable Federal, state or local tax law by reason of being a "parachute payment" (within the meaning of Section 28OG of the Code) ("excise tax"), the Company shall pay to the Executive such additional compensation as is necessary (after taking into account all Federal, state and local taxes, including excise taxes, payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after tax position he would have been in had no such excise tax (or interest or penalties thereon) been paid or incurred; provided, however, that no such additional compensation shall be payable with respect to the Retention Bonus payable pursuant to Section 9.1 hereof. In addition, but without duplication of the benefit provided under the previous sentence, should the Executive recognize income on account of the making and/or forgiveness of the Credit referred to in Section 3.3 hereof (or any installment thereof), the Company shall pay to the Executive such additional compensation as is necessary (after taking into account all Federal, state and local taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after tax position he would have been in had the making and forgiveness of the Credit not given rise to income recognition by the Executive. In the case additional compensation is payable under either or both of the preceding sentences, the Company shall pay such additional compensation within the earliest to occur of: (i) five (5) business days after the Executive notifies the Company that the Executive intends to file a tax return taking the position that such tax is due and payable in reliance on a written opinion of the Executive's tax counsel (such tax counsel to be chosen by the Executive and reasonably acceptable to the Company) that it is more likely than not that such tax is due and payable; or (ii) twenty-four (24) hours of any notice of or action by the Company that it intends to take the position that such tax is due and payable; or (iii) five (5) business days after the Executive notifies the Company that any federal, state or local tax authority has taken the position that such tax is due and payable and that the Executive intends to pay the tax. The costs of obtaining the tax counsel opinion referred to in clause (i) of the preceding sentence shall be borne by the Executive, and as long as such tax counsel was chosen by the Executive in good faith and reasonably acceptable to the Company, the conclusions reached in such opinion shall not be challenged or disputed by the Company. Without limiting the obligation of the Company hereunder, the Executive agrees, in the event the Company makes any payment pursuant to clause (iii) above, to negotiate with the Company in good faith with respect to

3 procedures reasonably requested by the Company which would afford the Company the ability to contest the imposition of such tax. If, after a payment of additional compensation under this Section 3.2, it is subsequently determined that all or some portion of the excise tax or income tax, as the case may be, is not payable by the Executive, the Executive shall repay to the Company the amount of any overpayment of additional compensation. 3.3 LINE OF CREDIT. During the employment relationship, the Company shall make available to the Executive a revolving line of credit (the "Credit") in an amount up to $2,000,000, which shall bear interest from the date upon which the Credit is issued to the Executive until repaid by the Executive at a rate of 7%. The Credit issued to the Executive will be secured to the extent permitted by Regulation U by shares of Company common stock owned by the Executive, and otherwise will be non-recourse to the Executive. Up to $500,000 of the Credit issued to the Executive and any interest thereon will be forgiven by the Company, with one-third of such amount to be forgiven by the Company on each of the first three anniversaries of the date hereof, provided the Executive is in the employ of the Company on those dates. The Company and the Executive shall enter into a loan agreement substantially in the form of Exhibit A attached hereto setting forth the terms of the Credit. 4. EXPENSE REIMBURSEMENT. During the employment relationship, the Company shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company's policies. 5. BENEFITS. During the employment relationship, the Executive will be eligible to participate in all Executive benefit plans and programs offered by the Company from time to time to its employees of comparable seniority, subject to the provisions of such plans and programs as in effect from time to time. 6. TERMINATION OF EMPLOYMENT. 6.1 DEATH. In the event of the death of the Executive, the Company shall, within five (5) business days following the date of termination, pay to the estate or other legal representative of the Executive the Base Salary provided for in Section 3.1, together with all other amounts payable to the Executive hereunder, in each case to the extent accrued to the date of the Executive's death and not theretofore paid. Rights and benefits of the estate or other legal representative of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. The estate or other legal representative will not be required to repay any outstanding balance of the Credit issued to the Executive, or any interest relating thereto, and shall be entitled to the tax indemnity related to the Credit as described in Section 3.2. Neither the estate or other legal representative of the Executive nor the Company shall have any further rights or obligations under this Agreement.

4 6.2 DISABILITY. If the Executive shall be unable to perform the essential functions of his position, with or without reasonable accommodation, by reason of a physical or mental impairment that is reasonably expected to be permanent, this Agreement shall terminate immediately upon written notice to the Executive. In the event of such termination, the Company shall, within five (5) business days following the date of termination, pay to the Executive the Base Salary provided for in Section 3.1, together with all other amounts payable to the Executive hereunder, in each case to the extent accrued to the date of such termination and not theretofore paid. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. If the Executive elects to continue participation in the Company's health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), the Company shall pay all premiums necessary to continue the Executive's health insurance coverage for one (1) year after the date of the Executive's termination of employment. The Executive will be required to repay to the Company any outstanding balance of the Credit issued to the Executive, and any interest related thereto, within sixty (60) days of such termination of his employment. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Section 7. 6.3 DUE CAUSE. (a) The employment of the Executive hereunder may be terminated by the Company at any time for Due Cause (as hereinafter defined) upon written notice to the Executive. If the Company terminates the Executive's employment for Due Cause, the Executive shall have no further rights hereunder after the date of termination, all obligations of the Company to provide compensation and benefits (including, without limitation, the obligation to pay the Base Salary) shall cease, effective as of the date of termination, except that any Base Salary, together with all other amounts payable to the Executive hereunder, accrued as of such date and not theretofore paid shall, within five (5) business days following the date of termination, be paid to the Executive. The Executive will be required to repay to the Company any outstanding balance of the Credit issued to the Executive, and any interest related thereto, within thirty (30) days of the termination of his employment for Due Cause. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7 and 8. (b) For purposes hereof, "Due Cause" shall mean (i) the Executive's final conviction of a felony; (ii) the Executive's continuing to engage in conduct which has caused or is reasonably likely to cause, demonstrable and serious injury to the Company after having been given written notice of such determination by the Company and a reasonable opportunity to cure, which curative period shall not be less than sixty (60) days; or (iii) the Executive's continuing failure to substantially perform the lawful directives of the President or Chief Executive Officer (consistent with the provisions of this Agreement) or his duties and responsibilities in accordance with the provisions of this Agreement (except by reason of the Executive's incapacity due to physical or mental illness or injury) after having been given written notice of such determination by the Company and a reasonable opportunity to cure, which curative period shall not be less than sixty (60) days, which written notice specifically identifies the provision of this Agreement which the Company contends that the Executive has continually failed to substantially perform or the directive that the Executive has not followed, the bases for the Company's determination

5 as set forth in the notice and the specific nature of the corrective action that the Company proposes that the Executive take; provided, that for purposes of this clause, the Company shall not have Due Cause to give such notice or thereafter terminate the Executive's employment if such act or omission was taken or omitted to be taken by an officer or employee of the Company other than the Executive or the act or omission was taken or omitted by the Executive with the concurrence of the President or Chief Executive Officer or the act or omission was taken or omitted by the Executive in good faith with a reasonable belief that the act or omission was authorized by the President or Chief Executive Officer or otherwise in the interest of the Company. 6.4 TERMINATION BY THE COMPANY WITHOUT DUE CAUSE. (a) The Company may terminate the Executive's employment at any time for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1 (Death), 6.2 (Disability), or 6.3 (Due Cause): (i) The Company shall, within five (5) business days following the date of termination, pay to the Executive the Base Salary provided for in Section 3.1, together with all other amounts payable to the Executive hereunder, in each case to the extent accrued to the date of termination and not theretofore paid to the Executive; (ii) The Executive will not be required to repay 50% of any outstanding balance of the Credit issued to the Executive, or any interest relating to such portion of the Credit, and the Company shall, within five (5) business days following the date of termination, pay to the Executive an amount equal to: 200% of the Executive's Base Salary applicable to the calendar year in which such termination takes place; or 300% of the Executive's Base Salary applicable to the calendar year in which such termination takes place, if such termination occurs after a Change of Control; and (iii) The Company shall permit the Executive to exercise, for a period of not less than 12 months following the date of termination, any vested stock options which have a strike price greater than 50 cents per share. (b) For purposes hereof, "Change of Control" shall mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of at least 25% by one Person, or at least 35% by not more than four unrelated Persons within a ninety (90) day period, (or greater than 50% by one Person when applicable to the Retention Bonus defined in Section 9.1 herein or the stock option acceleration pursuant to Section 9.3 herein) of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"), or the making of any agreement with the Company to effect the foregoing; provided, however, that for purposes of this subsection (i), the acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company shall not constitute a Change of Control; or

6 (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; or (iii) The Company enters into an agreement with respect to a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns all of the common stock of the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person, company or other entity (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed in the Company prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. (c) If the Company terminates the Executive's employment in accordance with this Section 6.4, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. If the Executive elects to continue participation in the Company's health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), the Company shall pay all premiums necessary to continue the Executive's health insurance coverage for one (1) year after the date of the Executive's termination of employment. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Section 7. 6.5 TERMINATION BY THE EXECUTIVE FOR GOOD REASON. (a) The employment of the Executive hereunder may be terminated by the Executive for Good Reason (as hereinafter defined) upon sixty (60) days written notice to the Company; provided, however, that this Agreement may not be terminated by the Executive for Good Reason, if the Company has cured the breach of which it has been notified prior to the expiration of said sixty (60) days. If the Executive terminates his employment for Good Reason:

7 (i) The Company shall, within five (5) business days following the date of termination, pay to the Executive the Base Salary provided for in Section 3.1, together with all other amounts payable to the Executive hereunder, in each case to the extent accrued to the date of termination and not theretofore paid to the Executive; (ii) The Executive will not be required to repay 50% of any outstanding balance of the Credit issued to the Executive, or any interest relating to such portion of the Credit, and the Company shall, within five (5) business days following the date of termination, pay to the Executive an amount equal to: 200% of the Executive's Base Salary applicable to the calendar year in which such termination takes place; or 300% of the Executive's Base Salary applicable to the calendar year in which such termination takes place, if such termination occurs after a Change of Control; and (iii) The Company shall permit the Executive to exercise, for a period of not less than 12 months following the date of termination, any vested stock options which have a strike price greater than 50 cents per share. (b) If the Executive terminates his employment in accordance with this Section 6.5, the rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. If the Executive elects to continue participation in the Company's health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), the Company shall pay all premiums necessary to continue the Executive's health insurance coverage for one (1) year after the date of the Executive's termination of employment. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Section 7. (c) For purposes hereof, "Good Reason" shall mean: (i) any violation or breach by the Company, in any material respect, of the provisions of Sections 3 or 9 of this Agreement; (ii) the assignment to the Executive of duties inconsistent in any material respect with the Executive's role with the Company (including titles, authority, duties or responsibilities inconsistent in any material respect with such role) or the taking of any action that is the equivalent of a constructive discharge; (iii) relocation of the Executive outside of the New York metropolitan area; or (iv) a change in the Executive's reporting relationships. 6.6 TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON. If the Executive terminates his employment with the Company for a reason other than for Good Reason, the Executive shall have no further rights hereunder after the date of termination, all obligations of the Company to provide compensation and benefits (including, without limitation, the obligation to pay the Base Salary) shall cease, effective as of the date of termination, except that any Base Salary, together with all other amounts payable to the Executive hereunder, in each case to the extent accrued as of such date and not theretofore paid shall be paid to the Executive within five (5) business days following such termination. The Executive will be required to repay to the Company any outstanding balance of the Credit issued to the Executive, and any interest related thereto, within thirty (30) days of the termination of his employment. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Executive nor

8 the Company shall have any further rights or obligations under this Agreement, except as provided in Section 7. 7. CONFIDENTIAL INFORMATION. 7.1 NONDISCLOSURE. The Executive acknowledges that the Confidential Information was acquired and will continue to be acquired by the Company at great expense and constitutes trade secrets of the Company, and that irreparable injury will result to the Company from unauthorized disclosure of Confidential Information. The Executive shall not use any Confidential Information or disclose, publish or otherwise make available any Confidential Information to third parties at any time during or after the term of the Executive's employment, except in pursuance of the business of the Company. The Executive further agrees that all Confidential Information, together with all notes and records relating thereto, and all copies, duplicates, reproductions, facsimiles or excerpts thereof in the Executive's possession, are the exclusive property of the Company and will be returned promptly to the Company upon the termination of the Executive's employment. In addition, the Executive agrees to return promptly to the Company upon the conclusion of the Executive's employment (or at the Company's option irretrievably destroy or erase) all reports, files, memoranda, records and software, credit cards, cardkey passes, door and file keys, computer access codes or disks, instructional material, and other physical or personal property which the Executive received or prepared in connection with the Executive's employment with the Company. The Executive's obligations of confidentiality hereunder will survive the termination of this Agreement, until and unless any such Confidential Information becomes, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). The Executive's obligations under this Section are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive may have to the Company under general legal or equitable principles. 7.2 CONFIDENTIAL INFORMATION DEFINED. For the purposes hereof, the term "Confidential Information" shall include, but is not limited to, all information acquired by the Executive in the course of his employment in any way concerning any existing services, hardware and software products and hardware and software in various stages of research and development, plans, projects, activities, research, know-how, trade secrets, trade practices, clients, customers, specifications, drawings, sketches, models, samples, proprietary data, client or customer lists, technology, documentation relating to software or computer systems, source code, object code methodologies, product development, distribution plans, contractual arrangements, profits, sales, pricing policies, operational methods, technical processes, business policies, practices and other business affairs and methods, plans for future developments and other technical, business and financial information, and information received from third parties that the Company is obligated to treat as confidential or proprietary, which can be communicated by any means whatsoever, including without limitation oral, visual, written and electronic transmission. The Executive understands that the foregoing is not an exhaustive list and that Confidential Information will also include any other information or materials identified as confidential or proprietary or which the Executive knows or has reason to know has such status; PROVIDED, HOWEVER, that Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement by the Executive, has been approved for release by

9 prior written consent of the Company, or has been disclosed pursuant to a requirement of a government agency or of law. 8. INTERFERENCE WITH THE COMPANY. 8.1 COMPETITION. The Executive agrees that during the employment relationship with the Company, and for a period of one (1) year after the termination of such employment if the Executive is terminated for Due Cause (as provided in Section 6.3), the Executive will not, directly or indirectly, engage in a competing business. For purposes of this Agreement, the Executive shall be deemed to be engaged in a competing business only if the business is a pan-regional, community based, consumer oriented, internet service focused primarily on Latin America, and the Executive is an employee, officer, director, partner or consultant of such competing business or has an impermissible financial interest therein. For purposes of this Agreement, the Executive shall be deemed to have an impermissible financial interest in a competing business only if Executive is a partner or shareholder therein; PROVIDED, HOWEVER, that the Executive shall not be deemed to have an impermissible financial interest in a competing business if the Executive (i) during the employment relationship with the Company, beneficially owns less than one percent (1%) of the voting securities of such competing business and such business is publicly traded, and (ii) following the termination of such employment relationship, beneficially owns (A) less than five percent (5%) of the voting securities of such competing business, if such business is publicly traded, or (B) less than three percent (3%) of the voting securities of such competing business, if such business is not publicly traded. 8.2 EXTENSION. In the event of the Executive's non-compliance with any of the obligations under this Section, the duration of such obligations shall be extended by the duration of the period of non-compliance. 8.3 REASONABLENESS OF COVENANTS. The Executive acknowledges that the services to be rendered to the Company are of a special and unique character and that the restrictions specified in Sections 7 and 8 of this Agreement are reasonable. The Executive acknowledges that the amount of compensation reflects the Executive's agreement in Sections 7 and 8, and acknowledges that the Executive will not be subject to undue hardship by reason of the agreements set forth in this Agreement. 8.4 REMEDIES. The Executive recognizes that a breach of his obligations under Sections 7 or 8 of this Agreement would cause irreparable harm to the Company and, provided that as a precondition the Company has complied with all of its obligations under this Agreement, including, without limitation, the payment of all sums that are due and payable to the Executive hereunder, the Company shall be entitled to a preliminary injunction enjoining any violations thereof as a non-exclusive remedy. 9. SPECIAL EVENT BONUSES. 9.1 CHANGE OF CONTROL RETENTION BONUS. In the event of a Change of Control, the Executive shall receive a bonus (the "Retention Bonus") in an amount equal to 100% of the Executive's Base Salary applicable to the calendar year in which the Retention Bonus is paid,

10 payable if the Executive remains in the active employ of the Company until the first anniversary of the Change of Control. 9.2 INVESTMENT IN THE COMPANY. In the event that the Company receives cash from any source, other than from sales in the ordinary course of its business or from the incurrence of debt, in an amount of not less than $50,000,000 in the aggregate, the Executive shall receive a bonus (the "Success Bonus") in an amount of $50,000. 9.3 CHANGE OF CONTROL STOCK OPTION ACCELERATION. In the event of a Change of Control, all of the Executive's outstanding stock options shall become fully exercisable and vested, unless prior to such Change of Control, the Company shall have received an opinion from its independent accountants to the effect that the Executive's acceleration of such exercisability and/or vesting would result in the loss of pooling of assets treatment (such that pooling would be available in the absence of the Executive's acceleration) for a transaction constituting or contemplated in connection with such Change of Control. 10. SUCCESSORS AND ASSIGNS. 10.1 ASSIGNMENT BY THE COMPANY. The Company may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company. As used in this Agreement, the "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law and this Agreement shall be binding upon, and inure to the benefit of, the Company, as so defined. 10.2 ASSIGNMENT BY THE EXECUTIVE. The Executive may not assign this Agreement or any part hereof without the prior written consent of a majority of the Board; provided, however, that nothing herein shall preclude one or more beneficiaries of the Executive from receiving any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries", as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of the Executive (in the event of his incompetency) or the Executive's estate. 11. GOVERNING LAW. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. Any dispute, claim or controversy between the parties with respect to the performance or interpretation of this Agreement or as regards matters which are the subject of this Agreement shall be finally resolved by a binding arbitration to be conducted by a single arbitrator under the auspices of and in accordance with the Commercial Arbitration Rules of the American Arbitration Association at a mutually acceptable place in New York, New York. The arbitrator shall be bound by the terms

11 and conditions of this Agreement and shall have no power, in rendering the award, to alter or depart from any express provision of this Agreement. The decision of the arbitrator shall be final, conclusive and binding on both parties and enforceable in any court of competent jurisdiction. Each party shall bear the expenses of its own attorneys and experts in connection with the arbitration proceeding. The fees, costs, charges, and expenses of the arbitrator and the arbitration association shall be borne by the parties equally. 12. ENTIRE AGREEMENT. This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreement, whether oral or in writing, if any there be, previously entered into by them with respect thereto. 13. AMENDMENT, MODIFICATION, WAIVER. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by a duly authorized representative of the Company other than the Executive. No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either party hereto in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. 14. NOTICES. Any notice to be given hereunder shall be in writing and delivered via overnight courier or via facsimile (in which case with a copy sent via overnight courier) addressed to the party concerned at the address indicated below or at such other address as such party may subsequently designate by like notice: If to the Company: StarMedia Network, Inc. 75 Varick Street New York, NY 10013 Attention: President If to the Executive: StarMedia Network, Inc. 75 Varick Street New York, NY 10013 Attention: Steven J. Heller

12 15. SEVERABILITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein. 16. WITHHOLDING. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive, his transferee or his beneficiaries, including his estate, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it must withhold pursuant to any applicable law or regulation. 17. SURVIVORSHIP. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 18. NO RESTRAINT. In the event that the Executive is in possession of any confidential non-public information by virtue of his prior employment, the Executive represents and warrants that he will not engage in any activity that is inconsistent with the rights of such prior employer which could subject the Company to liability. 19. TITLES. Titles of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

13 20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 21. INDEMNIFICATION. In furtherance of any other rights to indemnification and not in limitation thereof, the Executive shall be indemnified by the Company for all liabilities (including, without limitation, attorneys' fees and expenses) relating to or arising from his status as an officer of the Company (or as an officer, director, employee or agent of any other corporation or any partnership, joint venture, trust or other enterprise, to the extent serving as such at the request of the Company), and any actions committed or omitted by the Executive in such capacity, to the maximum extent permitted by applicable law, as the same may be in effect from time to time.

14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. StarMedia Network, Inc.
By: /s/ JACK C. CHEN --------------------------Name: Jack C. Chen Title: President

/s/ STEVEN J. HELLER --------------------------Steven J. Heller

EXHIBIT 10.21 Dated as of December 28, 2000 Dear Mr. Fernando J. Espuelas: We (StarMedia Network, Inc.) are pleased to confirm that, subject to the terms and conditions set forth below, we are granting to you a line of credit (the "Line of Credit") in a maximum aggregate principal amount not to exceed $1,000,000 which is available until terminated pursuant to section 6 of this letter. 1. BORROWINGS. You may make a borrowing from time to time under the Line of Credit by delivering a signed written request for payment to us at 75 Varick Street, New York, New York 10013, Attention: Justin Macedonia, or to such other address or other person as we may hereafter specify to you in writing. Your request for payment must set forth the amount of the requested borrowing, the date (which must be a business day - a "business day" is a day on which we are open for business) requested for disbursement of the borrowing and instructions for the disbursement of the borrowing. If your request for payment is received by us at least two business days before the requested disbursement date, we will pay the amount of the borrowing on that disbursement date; otherwise, we will make payment as soon as reasonably practicable after receipt of your request for payment. Each request for payment must be in a minimum amount of $5,000 and in whole multiples of $1,000 if above $5,000.

2 You acknowledge that any outstanding loans previously made by us to you were made in contemplation of this letter and will, as of the date hereof, be subject to and covered by this letter and be deemed to constitute borrowings under the Line of Credit. 2. INTEREST RATE. You agree to pay interest at the rate of six and three-quarters (6 3/4%) percent per annum on any amount borrowed under the Line of Credit from the date borrowed until the date repaid in full. Interest will be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed in the applicable period of the calculation. 3. PAYMENTS AND PREPAYMENTS. Subject to sections 8 and 9 of this letter, you will pay the principal amount of all borrowings, together with all accrued and unpaid interest, as provided in section 6 of this letter. All payments of principal, interest and any other amounts payable by you under this letter will be made to us at our office at 75 Varick Street, New York, New York 10013 or at such other place as we direct you. If any date of payment is not a business day, payment shall be made on the next succeeding business day. You may prepay any amounts borrowed in whole or in part in amounts of at least $1,000 (or, if less, the aggregate principal amount of all borrowings then outstanding) at any time without premium or penalty. You will also pay all accrued but unpaid interest on the amount that you prepay. Amounts so prepaid may be reborrowed so long as the aggregate principal amount of borrowings outstanding at any one time does not exceed the maximum amount set forth in the first paragraph of this letter.

3 4. SECURITY INTEREST. In order to secure the principal amount of and all interest owed with respect to any and all borrowings under the Line of Credit and all other amounts owed to us under this letter, you hereby grant to us a security interest in all of the shares of common stock of StarMedia Network, Inc. owned by you as of the date of this letter or acquired by you after that date, together with any certificates representing or evidencing those shares, and all cash, interest, dividends, rights, investment property, distributions, general intangibles and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of those shares, including, but not limited to, any additional shares, securities or equity interests obtained by virtue of stock dividends or "splits" on those shares, and all other proceeds of those shares and the other property previously mentioned; PROVIDED, HOWEVER, that such security interest shall not be effective if (but only to the extent that) the granting of such security interest will violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. If at any time the granting of the security interest with respect to any property would violate Regulation U or Regulation X, the security interest shall be deemed released and of no force or effect with respect to that property, but will be automatically reinstated if and when it becomes permissible to do so under those Regulations. You will from time to time take all actions requested by us which are reasonably necessary in order to create, maintain and perfect our valid, first priority security interest in any and all of the collateral then subject to our security interest under this letter including, without limitation, obtaining, executing, delivering and/or filing financing statements, control agreements, security agreements and other notices, instruments or documents of any kind, and amendments and renewals thereto, and delivering to us the certificates representing or evidencing any shares, together with stock powers with respect

4 thereto duly executed by you in blank or as we may otherwise request. You authorize us to execute and file at any time such financing statements (including, but not limited to, a financing statement in lieu of a continuation statement pursuant to the Uniform Commercial Code as in effect from time to time) without your signature and, if upon request you fail to do so, to execute such control agreements, security agreements or other notices, instruments or documents on your behalf. 5. MISCELLANEOUS. (a) AMENDMENTS. No amendment of any provision of this letter shall be effective unless in writing and signed by both of us. (b) COSTS AND EXPENSES. You agree to pay all of our reasonable expenses (including, but not limited to, reasonable legal fees and disbursements) of every kind in connection with the enforcement of our rights under this letter. (c) CONTINUING OBLIGATION. This letter shall be your continuing obligation, shall survive the termination of the Line of Credit and shall be binding on you, your legal representatives, executors, administrators, heirs and successors. You may not sell, assign or otherwise transfer all or any part of this letter or any rights or obligations hereunder without our prior written consent, and any attempted sale, assignment or transfer in violation hereof shall be void. (d) SUBMISSION TO COURTS. You consent to the jurisdiction of the courts in the State of New York for all purposes in connection with this letter. (e) LAW. This letter is governed by New York law. 6. TERMINATION. If a termination of your employment occurs for any reason or if any of the events described in paragraph (a) of this Section 6 occur, we have the right, at our

5 option, to immediately terminate the Line of Credit upon written notice to you and will then have no obligation to permit any additional borrowings under this letter and, thirty (30) days (or, with respect to the event described in paragraph (b) of this section 6, sixty (60) days) after any one or more of the following events occur, the entire unpaid principal amount of any borrowings, together with all accrued and unpaid interest and any other amounts owed under this letter shall become due and payable without any notice, presentment, protest or demand by you (all of which you agree are waived): (a) You make an assignment for the benefit of your creditors, or you file a petition in bankruptcy, or you are adjudicated insolvent or bankrupt, or an order for relief is entered for you as a debtor under the federal Bankruptcy Code, or you petition or apply to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of your property or assets; or there is commenced against you any such proceeding which remains undismissed at the end of such thirty (30) days; or you, by an act or failure to act on your part, indicate your consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of your property or assets and such receiver or trustee is not discharged at the end of such thirty (30) days; (b) Your employment with us is terminated pursuant to Section 6.2 of the Employment Agreement, dated as of December 28, 2000, between us and you (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Employment Agreement"); (c) Your employment with us is terminated by us for Due Cause pursuant to (and as such term is defined in) Section 6.3 of the Employment Agreement; or

6 (d) You terminate your employment with us for a reason other than for Good Reason (as such term is defined in Section 6.5(c) of the Employment Agreement). 7. REMEDIES. If you do not pay any amounts when they are due under the terms of this letter, we can take any action that is permitted by law with respect to any property then covered by the security interest under section 4 of this letter. This may include obtaining the possession of and selling or otherwise disposing of such property. 8. LIMITED RECOURSE. Regardless of any other provision of this letter or the Employment Agreement to the contrary, your obligation to pay the principal amount of and any interest on any borrowings under the Line of Credit, and any other amounts owing hereunder, are enforceable by us solely against the property, if any, that is subject to the security interest granted by you to us under section 4 of this letter, and you will not be personally liable for payment of such principal, interest or other amounts nor will any of such principal, interest or other amounts be permitted to be set off against any amounts that may be due to you under the Employment Agreement. 9. LOAN FORGIVENESS. Your obligation to pay the principal amount of and interest on any borrowings under the Line of Credit will be forgiven and released in its entirety as provided in Sections 3.4, 6.1, 6.4(a)(ii) and 6.5(a)(ii) of the Employment Agreement. 10. PRIOR AGREEMENTS SUPERSEDED. This letter shall completely and fully supersede all prior undertakings or agreements, both written and oral, between you and us relating to the Line of Credit or any borrowings thereunder, including those entered into in anticipation of this letter. To the extent of any conflict between this letter on the one hand and

7 the Employment Agreement or any other related document on the other hand, this letter shall control as between you and us. 11. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS LETTER. If the foregoing is acceptable to you, please sign and return to us the enclosed copy of this letter. Very truly yours, StarMedia Network, Inc.
By /s/ JUSTIN K. MACEDONIA ----------------------------Name: Justin K. Macedonia Title: Senior Vice President, General Counsel

AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ FERNANDO J. ESPUELAS ------------------------------Fernando J. Espuelas

EXHIBIT 10.22 Dated as of December 28, 2000 Dear Mr. Jack C. Chen: We (StarMedia Network, Inc.) are pleased to confirm that, subject to the terms and conditions set forth below, we are granting to you a line of credit (the "Line of Credit") in a maximum aggregate principal amount not to exceed $1,000,000 which is available until terminated pursuant to section 6 of this letter. 1. BORROWINGS. You may make a borrowing from time to time under the Line of Credit by delivering a signed written request for payment to us at 75 Varick Street, New York, New York 10013, Attention: Justin Macedonia, or to such other address or other person as we may hereafter specify to you in writing. Your request for payment must set forth the amount of the requested borrowing, the date (which must be a business day - a "business day" is a day on which we are open for business) requested for disbursement of the borrowing and instructions for the disbursement of the borrowing. If your request for payment is received by us at least two business days before the requested disbursement date, we will pay the amount of the borrowing on that disbursement date; otherwise, we will make payment as soon as reasonably practicable after receipt of your request for payment. Each request for payment must be in a minimum amount of $5,000 and in whole multiples of $1,000 if above $5,000.

2 You acknowledge that any outstanding loans previously made by us to you were made in contemplation of this letter and will, as of the date hereof, be subject to and covered by this letter and be deemed to constitute borrowings under the Line of Credit. 2. INTEREST RATE. You agree to pay interest at the rate of six and three-quarters (6 3/4%) percent per annum on any amount borrowed under the Line of Credit from the date borrowed until the date repaid in full. Interest will be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed in the applicable period of the calculation. 3. PAYMENTS AND PREPAYMENTS. Subject to sections 8 and 9 of this letter, you will pay the principal amount of all borrowings, together with all accrued and unpaid interest, as provided in section 6 of this letter. All payments of principal, interest and any other amounts payable by you under this letter will be made to us at our office at 75 Varick Street, New York, New York 10013 or at such other place as we direct you. If any date of payment is not a business day, payment shall be made on the next succeeding business day. You may prepay any amounts borrowed in whole or in part in amounts of at least $1,000 (or, if less, the aggregate principal amount of all borrowings then outstanding) at any time without premium or penalty. You will also pay all accrued but unpaid interest on the amount that you prepay. Amounts so prepaid may be reborrowed so long as the aggregate principal amount of borrowings outstanding at any one time does not exceed the maximum amount set forth in the first paragraph of this letter.

3 4. SECURITY INTEREST. In order to secure the principal amount of and all interest owed with respect to any and all borrowings under the Line of Credit and all other amounts owed to us under this letter, you hereby grant to us a security interest in all of the shares of common stock of StarMedia Network, Inc. owned by you as of the date of this letter or acquired by you after that date, together with any certificates representing or evidencing those shares, and all cash, interest, dividends, rights, investment property, distributions, general intangibles and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of those shares, including, but not limited to, any additional shares, securities or equity interests obtained by virtue of stock dividends or "splits" on those shares, and all other proceeds of those shares and the other property previously mentioned; PROVIDED, HOWEVER, that such security interest shall not be effective if (but only to the extent that) the granting of such security interest will violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. If at any time the granting of the security interest with respect to any property would violate Regulation U or Regulation X, the security interest shall be deemed released and of no force or effect with respect to that property, but will be automatically reinstated if and when it becomes permissible to do so under those Regulations. You will from time to time take all actions requested by us which are reasonably necessary in order to create, maintain and perfect our valid, first priority security interest in any and all of the collateral then subject to our security interest under this letter including, without limitation, obtaining, executing, delivering and/or filing financing statements, control agreements, security agreements and other notices, instruments or documents of any kind, and amendments and renewals thereto, and delivering to us the certificates representing or evidencing any shares, together with stock powers with respect

4 thereto duly executed by you in blank or as we may otherwise request. You authorize us to execute and file at any time such financing statements (including, but not limited to, a financing statement in lieu of a continuation statement pursuant to the Uniform Commercial Code as in effect from time to time) without your signature and, if upon request you fail to do so, to execute such control agreements, security agreements or other notices, instruments or documents on your behalf. 5. MISCELLANEOUS. (a) AMENDMENTS. No amendment of any provision of this letter shall be effective unless in writing and signed by both of us. (b) COSTS AND EXPENSES. You agree to pay all of our reasonable expenses (including, but not limited to, reasonable legal fees and disbursements) of every kind in connection with the enforcement of our rights under this letter. (c) CONTINUING OBLIGATION. This letter shall be your continuing obligation, shall survive the termination of the Line of Credit and shall be binding on you, your legal representatives, executors, administrators, heirs and successors. You may not sell, assign or otherwise transfer all or any part of this letter or any rights or obligations hereunder without our prior written consent, and any attempted sale, assignment or transfer in violation hereof shall be void. (d) SUBMISSION TO COURTS. You consent to the jurisdiction of the courts in the State of New York for all purposes in connection with this letter. (e) LAW. This letter is governed by New York law. 6. TERMINATION. If a termination of your employment occurs for any reason or if any of the events described in paragraph (a) of this Section 6 occur, we have the right, at our

5 option, to immediately terminate the Line of Credit upon written notice to you and will then have no obligation to permit any additional borrowings under this letter and, thirty (30) days (or, with respect to the event described in paragraph (b) of this section 6, sixty (60) days) after any one or more of the following events occur, the entire unpaid principal amount of any borrowings, together with all accrued and unpaid interest and any other amounts owed under this letter shall become due and payable without any notice, presentment, protest or demand by you (all of which you agree are waived): (a) You make an assignment for the benefit of your creditors, or you file a petition in bankruptcy, or you are adjudicated insolvent or bankrupt, or an order for relief is entered for you as a debtor under the federal Bankruptcy Code, or you petition or apply to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of your property or assets; or there is commenced against you any such proceeding which remains undismissed at the end of such thirty (30) days; or you, by an act or failure to act on your part, indicate your consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of your property or assets and such receiver or trustee is not discharged at the end of such thirty (30) days; (b) Your employment with us is terminated pursuant to Section 6.2 of the Employment Agreement, dated as of December 28, 2000, between us and you (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Employment Agreement"); (c) Your employment with us is terminated by us for Due Cause pursuant to (and as such term is defined in) Section 6.3 of the Employment Agreement; or

6 (d) You terminate your employment with us for a reason other than for Good Reason (as such term is defined in Section 6.5(c) of the Employment Agreement). 7. REMEDIES. If you do not pay any amounts when they are due under the terms of this letter, we can take any action that is permitted by law with respect to any property then covered by the security interest under section 4 of this letter. This may include obtaining the possession of and selling or otherwise disposing of such property. 8. LIMITED RECOURSE. Regardless of any other provision of this letter or the Employment Agreement to the contrary, your obligation to pay the principal amount of and any interest on any borrowings under the Line of Credit, and any other amounts owing hereunder, are enforceable by us solely against the property, if any, that is subject to the security interest granted by you to us under section 4 of this letter, and you will not be personally liable for payment of such principal, interest or other amounts nor will any of such principal, interest or other amounts be permitted to be set off against any amounts that may be due to you under the Employment Agreement. 9. LOAN FORGIVENESS. Your obligation to pay the principal amount of and interest on any borrowings under the Line of Credit will be forgiven and released in its entirety as provided in Sections 3.4, 6.1, 6.4(a)(ii) and 6.5(a)(ii) of the Employment Agreement. 10. PRIOR AGREEMENTS SUPERSEDED. This letter shall completely and fully supersede all prior undertakings or agreements, both written and oral, between you and us relating to the Line of Credit or any borrowings thereunder, including those entered into in anticipation of this letter. To the extent of any conflict between this letter on the one hand and

7 the Employment Agreement or any other related document on the other hand, this letter shall control as between you and us. 11. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS LETTER. If the foregoing is acceptable to you, please sign and return to us the enclosed copy of this letter. Very truly yours, StarMedia Network, Inc.
By /s/ JUSTIN K. MACEDONIA -------------------------------------Name: Justin K. Macedonia Title: Senior Vice President, General Counsel

AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ JACK C. CHEN --------------------------Jack C. Chen

EXHIBIT 10.23 Dated as of December 28, 2000 Dear Mr. Justin K. Macedonia: We (StarMedia Network, Inc.) are pleased to confirm that, subject to the terms and conditions set forth below, we have increased your line of credit (the "Line of Credit") to a maximum aggregate principal amount not to exceed $1,300,000 which is available until terminated pursuant to section 6 of this letter. 1. BORROWINGS. You may make a borrowing from time to time under the Line of Credit by delivering a signed written request for payment to us at 75 Varick Street, New York, New York 10013, Attention: Jack C. Chen, or to such other address or other person as we may hereafter specify to you in writing. Your request for payment must set forth the amount of the requested borrowing, the date (which must be a business day - a "business day" is a day on which we are open for business) requested for disbursement of the borrowing and instructions for the disbursement of the borrowing. If your request for payment is received by us at least two business days before the requested disbursement date, we will pay the amount of the borrowing on that disbursement date; otherwise, we will make payment as soon as reasonably practicable after receipt of your request for payment. Each request for payment must be in a minimum amount of $5,000 and in whole multiples of $1,000 if above $5,000.

2 You acknowledge that all outstanding loans previously made by us to you were made in contemplation of this letter and will, as of the date hereof, be subject to and covered by this letter and be deemed to constitute borrowings under the Line of Credit. 2. INTEREST RATE. You agree to pay interest at the rate of seven (7%) percent per annum on any amount borrowed under the Line of Credit from the date borrowed until the date repaid in full. Interest will be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed in the applicable period of the calculation. 3. PAYMENTS AND PREPAYMENTS. Subject to sections 8 and 9 of this letter, you will pay the principal amount of borrowings, together with accrued and unpaid interest, as provided in section 6 of this letter. All payments of principal, interest and any other amounts payable by you under this letter will be made to us at our office at 75 Varick Street, New York, New York 10013 or at such other place as we direct you. If any date of payment is not a business day, payment shall be made on the next succeeding business day. You may prepay any amounts borrowed in whole or in part in amounts of at least $1,000 (or, if less, the aggregate principal amount of all borrowings then outstanding) at any time without premium or penalty. You will also pay all accrued but unpaid interest on the amount that you prepay. Amounts so prepaid may be reborrowed so long as the aggregate principal amount of borrowings outstanding at any one time does not exceed the maximum amount set forth in the first paragraph of this letter.

3 4. SECURITY INTEREST. In order to secure the principal amount of and all interest owed with respect to any and all borrowings under the Line of Credit and all other amounts owed to us under this letter, you hereby grant to us a security interest in all of the shares of common stock of StarMedia Network, Inc. owned by you as of the date of this letter or acquired by you after that date, together with any certificates representing or evidencing those shares, and all cash, interest, dividends, rights, investment property, distributions, general intangibles and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of those shares, including, but not limited to, any additional shares, securities or equity interests obtained by virtue of stock dividends or "splits" on those shares, and all other proceeds of those shares and the other property previously mentioned; PROVIDED, HOWEVER, that such security interest shall not be effective if (but only to the extent that) the granting of such security interest will violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. If at any time the granting of the security interest with respect to any property would violate Regulation U or Regulation X, the security interest shall be deemed released and of no force or effect with respect to that property, but will be automatically reinstated if and when it becomes permissible to do so under those Regulations. You will from time to time take all actions requested by us which are reasonably necessary in order to create, maintain and perfect our valid, first priority security interest in any and all of the collateral then subject to our security interest under this letter including, without limitation, obtaining, executing, delivering and/or filing financing statements, control agreements, security agreements and other notices, instruments or documents of any kind, and amendments and renewals thereto, and delivering to us the certificates representing or evidencing any shares, together with stock powers with respect

4 thereto duly executed by you in blank or as we may otherwise request. You authorize us to execute and file at any time such financing statements (including, but not limited to, a financing statement in lieu of a continuation statement pursuant to the Uniform Commercial Code as in effect from time to time) without your signature and, if upon request you fail to do so, to execute such control agreements, security agreements or other notices, instruments or documents on your behalf. 5. MISCELLANEOUS. (a) AMENDMENTS. No amendment of any provision of this letter shall be effective unless in writing and signed by both of us. (b) COSTS AND EXPENSES. You agree to pay all of our reasonable expenses (including, but not limited to, reasonable legal fees and disbursements) of every kind in connection with the enforcement of our rights under this letter. (c) CONTINUING OBLIGATION. This letter shall be your continuing obligation, shall survive the termination of the Line of Credit and shall be binding on you, your legal representatives, executors, administrators, heirs and successors. You may not sell, assign or otherwise transfer all or any part of this letter or any rights or obligations hereunder without our prior written consent, and any attempted sale, assignment or transfer in violation hereof shall be void. (d) SUBMISSION TO COURTS. You consent to the jurisdiction of the courts in the State of New York for all purposes in connection with this letter. (e) LAW. This letter is governed by New York law. 6. TERMINATION. If you die or any one or more of the following events occur, we have the right, at our option, to immediately terminate the Line of Credit upon written notice

5 to you and will then have no obligation to permit any additional borrowings under this letter and, thirty (30) days (or, with respect to the event described in paragraph (b) of this section 6, sixty (60) days) after any one or more of the following events occur, the entire unpaid principal amount of any borrowings, together with all accrued and unpaid interest and any other amounts owed under this letter shall become due and payable without any notice, presentment, protest or demand by you (all of which you agree are waived): (a) You make an assignment for the benefit of your creditors, or you file a petition in bankruptcy, or you are adjudicated insolvent or bankrupt, or an order for relief is entered for you as a debtor under the federal Bankruptcy Code, or you petition or apply to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of your property or assets; or there is commenced against you any such proceeding which remains undismissed at the end of such thirty (30) days; or you, by an act or failure to act on your part, indicate your consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of your property or assets and such receiver or trustee is not discharged at the end of such thirty (30) days; (b) Your employment with us is terminated pursuant to Section 6.2 of the Employment Agreement, dated as of December 28, 2000, between us and you (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Employment Agreement"); (c) Your employment with us is terminated by us for Due Cause pursuant to (and as such term is defined in) Section 6.3 of the Employment Agreement; (d) You terminate your employment with us for a reason other than for Good Reason (as such term is defined in Section 6.5(c) of the Employment Agreement); or

6 (e) (i) Your employment with us is terminated by us other than pursuant to Section 6.1, 6.2 or 6.3 of the Employment Agreement or (ii) you terminate your employment with us for Good Reason; PROVIDED, HOWEVER, that in either of the foregoing cases, you will be required to pay only fifty (50%) percent of such principal amount and interest and the balance will be forgiven and released. 7. REMEDIES. If you do not pay any amounts when they are due under the terms of this letter, we can take any action that is permitted by law with respect to any property then covered by the security interest under section 4 of this letter. This may include obtaining the possession of and selling or otherwise disposing of such property. 8. LIMITED RECOURSE. Regardless of any other provision of this letter or the Employment Agreement to the contrary, your obligation to pay the principal amount of and any interest on any borrowings under the Line of Credit, and any other amounts owing hereunder, are enforceable by us solely against the property, if any, that is subject to the security interest granted by you to us under section 4 of this letter, and you will not be personally liable for payment of such principal, interest or other amounts nor will any of such principal, interest or other amounts be permitted to be set off against any amounts that may be due to you under the Employment Agreement. 9. LOAN FORGIVENESS. Your obligation to pay the principal amount of and interest on any borrowings under the Line of Credit will be forgiven and released, in whole or in part, as the case may be, as provided in section 6(e) hereof and in Sections 3.4 and 6.1 of the Employment Agreement.

7 10. PRIOR AGREEMENTS SUPERSEDED. This letter shall completely and fully supersede all prior undertakings or agreements, both written and oral, between you and us relating to the Line of Credit or any borrowings thereunder, including those entered into in anticipation of this letter. To the extent of any conflict between this letter on the one hand and the Employment Agreement or any other related document on the other hand, this letter shall control as between you and us. 11. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS LETTER. If the foregoing is acceptable to you, please sign and return to us the enclosed copy of this letter. Very truly yours, StarMediaNetwork, Inc.
By /s/ JACK C. CHEN ----------------------------Name: Jack C. Chen Title: President

AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ JUSTIN K. MACEDONIA ------------------------------Justin K. Macedonia

EXHIBIT 10.24 Dated as of December 28, 2000 Dear Mr. Steven J. Heller: We (StarMedia Network, Inc.) are pleased to confirm that, subject to the terms and conditions set forth below, we have increased your line of credit (the "Line of Credit") to a maximum aggregate principal amount not to exceed $2,000,000 which is available until terminated pursuant to section 6 of this letter. 1. BORROWINGS. You may make a borrowing from time to time under the Line of Credit by delivering a signed written request for payment to us at 75 Varick Street, New York, New York 10013, Attention: Justin Macedonia, or to such other address or other person as we may hereafter specify to you in writing. Your request for payment must set forth the amount of the requested borrowing, the date (which must be a business day - a "business day" is a day on which we are open for business) requested for disbursement of the borrowing and instructions for the disbursement of the borrowing. If your request for payment is received by us at least two business days before the requested disbursement date, we will pay the amount of the borrowing on that disbursement date; otherwise, we will make payment as soon as reasonably practicable after receipt of your request for payment. Each request for payment must be in a minimum amount of $5,000 and in whole multiples of $1,000 if above $5,000.

2 You acknowledge that all outstanding loans previously made by us to you were made in contemplation of this letter and will, as of the date hereof, be subject to and covered by this letter and be deemed to constitute borrowings under the Line of Credit. 2. INTEREST RATE. You agree to pay interest at the rate of seven (7%) percent per annum on any amount borrowed under the Line of Credit from the date borrowed until the date repaid in full. Interest will be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed in the applicable period of the calculation. 3. PAYMENTS AND PREPAYMENTS. Subject to sections 8 and 9 of this letter, you will pay the principal amount of borrowings, together with accrued and unpaid interest, as provided in section 6 of this letter. All payments of principal, interest and any other amounts payable by you under this letter will be made to us at our office at 75 Varick Street, New York, New York 10013 or at such other place as we direct you. If any date of payment is not a business day, payment shall be made on the next succeeding business day. You may prepay any amounts borrowed in whole or in part in amounts of at least $1,000 (or, if less, the aggregate principal amount of all borrowings then outstanding) at any time without premium or penalty. You will also pay all accrued but unpaid interest on the amount that you prepay. Amounts so prepaid may be reborrowed so long as the aggregate principal amount of borrowings outstanding at any one time does not exceed the maximum amount set forth in the first paragraph of this letter.

3 4. SECURITY INTEREST. In order to secure the principal amount of and all interest owed with respect to any and all borrowings under the Line of Credit and all other amounts owed to us under this letter, you hereby grant to us a security interest in all of the shares of common stock of StarMedia Network, Inc. owned by you as of the date of this letter or acquired by you after that date, together with any certificates representing or evidencing those shares, and all cash, interest, dividends, rights, investment property, distributions, general intangibles and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of those shares, including, but not limited to, any additional shares, securities or equity interests obtained by virtue of stock dividends or "splits" on those shares, and all other proceeds of those shares and the other property previously mentioned; PROVIDED, HOWEVER, that such security interest shall not be effective if (but only to the extent that) the granting of such security interest will violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. If at any time the granting of the security interest with respect to any property would violate Regulation U or Regulation X, the security interest shall be deemed released and of no force or effect with respect to that property, but will be automatically reinstated if and when it becomes permissible to do so under those Regulations. You will from time to time take all actions requested by us which are reasonably necessary in order to create, maintain and perfect our valid, first priority security interest in any and all of the collateral then subject to our security interest under this letter including, without limitation, obtaining, executing, delivering and/or filing financial statements, control agreements, security agreements and other notices, instruments or documents of any kind, and amendments and renewals thereto, and delivering to us the certificates representing or evidencing any shares, together with stock powers with respect

4 thereto duly executed by you in blank or as we may otherwise request. You authorize us to execute and file at any time such financing statements (including, but not limited to, a financing statement in lieu of a continuation statement pursuant to the Uniform Commercial Code as in effect from time to time) without your signature and, if upon request you fail to do so, to execute such control agreements, security agreements or other notices, instruments or documents on your behalf. 5. MISCELLANEOUS. (a) AMENDMENTS. No amendment of any provision of this letter shall be effective unless in writing and signed by both of us. (b) COSTS AND EXPENSES. You agree to pay all of our reasonable expenses (including, but not limited to, reasonable legal fees and disbursements) of every kind in connection with the enforcement of our rights under this letter. (c) CONTINUING OBLIGATION. This letter shall be your continuing obligation, shall survive the termination of the Line of Credit and shall be binding on you, your legal representatives, executors, administrators, heirs and successors. You may not sell, assign or otherwise transfer all or any part of this letter or any rights or obligations hereunder without our prior written consent, and any attempted sale, assignment or transfer in violation hereof shall be void. (d) SUBMISSION TO COURTS. You consent to the jurisdiction of the courts in the State of New York for all purposes in connection with this letter. (e) LAW. This letter is governed by New York law. 6. TERMINATION. If you die or any one or more of the following events occur, we have the right, at our option, to immediately terminate the Line of Credit upon written notice

5 to you and will then have no obligation to permit any additional borrowings under this letter and, thirty (30) days (or, with respect to the event described in paragraph (b) of this section 6, sixty (60) days) after any one or more of the following events occur, the entire unpaid principal amount of any borrowings, together with all accrued and unpaid interest and any other amounts owed under this letter shall become due and payable without any notice, presentment, protest or demand by you (all of which you agree are waived): (a) You make an assignment for the benefit of your creditors, or you file a petition in bankruptcy, or you are adjudicated insolvent or bankrupt, or an order for relief is entered for you as a debtor under the federal Bankruptcy Code, or you petition or apply to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of your property or assets; or there is commenced against you any such proceeding which remains undismissed at the end of such thirty (30) days; or you, by an act or failure to act on your part, indicate your consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of your property or assets and such receiver or trustee is not discharged at the end of such thirty (30) days; (b) Your employment with us is terminated pursuant to Section 6.2 of the Employment Agreement, dated as of December 28, 2000, between us and you (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Employment Agreement"); (c) Your employment with us is terminated by us for Due Cause pursuant to (and as such term is defined in) Section 6.3 of the Employment Agreement; (d) You terminate your employment with us for a reason other than for Good Reason (as such term is defined in Section 6.5(c) of the Employment Agreement); or

6 (e) (i) Your employment with us is terminated by us other than pursuant to Section 6.1, 6.2 or 6.3 of the Employment Agreement or (ii) you terminate your employment with us for Good Reason; PROVIDED, HOWEVER, that in either of the foregoing cases, you will be required to pay only fifty (50%) percent of such principal amount and interest and the balance will be forgiven and released. 7. REMEDIES. If you do not pay any amounts when they are due under the terms of this letter, we can take any action that is permitted by law with respect to any property then covered by the security interest under section 4 of this letter. This may include obtaining the possession of and selling or otherwise disposing of such property. 8. LIMITED RECOURSE. Regardless of any other provision of this letter or the Employment Agreement to the contrary, your obligation to pay the principal amount of and any interest on any borrowings under the Line of Credit, and any other amounts owing hereunder, are enforceable by us solely against the property, if any, that is subject to the security interest granted by you to us under section 4 of this letter, and you will not be personally liable for payment of such principal, interest or other amounts nor will any of such principal, interest or other amounts be permitted to be set off against any amounts that may be due to you under the Employment Agreement. 9. LOAN FORGIVENESS. Your obligation to pay the principal amount of and interest on any borrowings under the Line of Credit will be forgiven and released, in whole or in part, as the case may be, as provided in section 6(e) hereof and in Sections 3.3 and 6.1 of the Employment Agreement.

7 10. PRIOR AGREEMENTS SUPERSEDED. This letter shall completely and fully supersede all prior undertakings or agreements, both written and oral, between you and us relating to the Line of Credit or any borrowings thereunder, including those entered into in anticipation of this letter. To the extent of any conflict between this letter on the one hand and the Employment Agreement or any other related document on the other hand, this letter shall control as between you and us. 11. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS LETTER. If the foregoing is acceptable to you, please sign and return to us the enclosed copy of this letter. Very truly yours, StarMedia Network, Inc.
By /s/ JACK C. CHEN ----------------------------Name: Jack C. Chen Title: President

AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ STEVEN J. HELLER -----------------------------------Steven J. Heller

EXHIBIT 10.25 Dated as of December 28, 2000 Dear Ms. Adriana Kampfner: We (StarMedia Network, Inc.) are pleased to confirm that, subject to the terms and conditions set forth below, we have increased your line of credit (the "Line of Credit") to a maximum aggregate principal amount not to exceed $1,100,000 which is available until the first anniversary of the date of this letter, unless sooner terminated pursuant to section 6 of this letter. 1. BORROWINGS. You may make a borrowing from time to time under the Line of Credit by delivering a signed written request for payment to us at 75 Varick Street, New York, New York 10013, Attention: Justin Macedonia, or to such other address or other person as we may hereafter specify to you in writing. Your request for payment must set forth the amount of the requested borrowing, the date (which must be a business day - a "business day" is a day on which we are open for business) requested for disbursement of the borrowing and instructions for the disbursement of the borrowing. If your request for payment is received by us at least two business days before the requested disbursement date, we will pay the amount of the borrowing on that disbursement date; otherwise, we will make payment as soon as reasonably practicable after receipt of your request for payment. Each request for payment must be in a minimum amount of $5,000 and in whole multiples of $1,000 if above $5,000.

2 You acknowledge that all outstanding loans previously made by us to you were made in contemplation of this letter and will, as of the date hereof, be subject to and covered by this letter and be deemed to constitute borrowings under the Line of Credit. 2. INTEREST RATE. You agree to pay interest at the rate of seven (7%) percent per annum on any amount borrowed under the Line of Credit from the date borrowed until the date repaid in full. Interest will be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed in the applicable period of the calculation. 3. PAYMENTS AND PREPAYMENTS. If not sooner repaid, or required to be repaid under section 6 of this letter, you will pay the principal amount of all borrowings, together with all accrued and unpaid interest, on the first anniversary of the date of this letter (the "Repayment Date"). All payments of principal, interest and any other amounts payable by you under this letter will be made to us at our office at 75 Varick Street, New York, New York 10013 or at such other place as we direct you. If any date of payment is not a business day, payment shall be made on the next succeeding business day. You may prepay any amounts borrowed in whole or in part in amounts of at least $1,000 (or, if less, the aggregate principal amount of all borrowings then outstanding) at any time without premium or penalty. You will also pay all accrued but unpaid interest on the amount that you prepay. Amounts so prepaid may be reborrowed, prior to the Repayment Date, so long as the aggregate principal amount of borrowings outstanding at any one time does not exceed the maximum amount set forth in the first paragraph of this letter. 4. SECURITY INTEREST. In order to secure the principal amount of and all interest owed with respect to any and all borrowings under the Line of Credit and all other amounts owed to us under this letter, you hereby grant to us a security interest in all of the shares of common stock of StarMedia Network, Inc. owned by you as of the date of this letter or

3 acquired by you after that date, together with any certificates representing or evidencing those shares, and all cash, interest, dividends, rights, investment property, distributions, general intangibles and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of those shares, including, but not limited to, any additional shares, securities or equity interests obtained by virtue of stock dividends or "splits" on those shares, and all other proceeds of those shares and the other property previously mentioned; PROVIDED, HOWEVER, that such security interest shall not be effective if (but only to the extent that) the granting of such security interest will violate Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. If at any time the granting of the security interest with respect to any property would violate Regulation U or Regulation X, the security interest shall be deemed released and of no force or effect with respect to that property, but will be automatically reinstated if and when it becomes permissible to do so under those Regulations. You will from time to time take all actions requested by us which are reasonably necessary in order to create, maintain and perfect our valid, first priority security interest in any and all of the collateral then subject to our security interest under this letter including, without limitation, obtaining, executing, delivering and/or filing financing statements, control agreements, security agreements and other notices, instruments or documents of any kind, and amendments and renewals thereto, and delivering to us the certificates representing or evidencing any shares, together with stock powers with respect thereto duly executed by you in blank or as we may otherwise request. You authorize us to execute and file at any time such financing statements (including, but not limited to, a financing statement in lieu of a continuation statement pursuant to the Uniform Commercial Code as in effect from time to time) without your signature and, if upon request you fail to do so, to execute

4 such control agreements, security agreements or other notices, instruments or documents on your behalf. 5. MISCELLANEOUS. (a) AMENDMENTS. No amendment of any provision of this letter shall be effective unless in writing and signed by both of us. (b) COSTS AND EXPENSES. You agree to pay all of our reasonable expenses (including, but not limited to, reasonable legal fees and disbursements) of every kind in connection with the enforcement of our rights under this letter. (c) CONTINUING OBLIGATION. This letter shall be your continuing obligation, shall survive the termination of the Line of Credit and shall be binding on you, your legal representatives, executors, administrators, heirs and successors. You may not sell, assign or otherwise transfer all or any part of this letter or any rights or obligations hereunder without our prior written consent, and any attempted sale, assignment or transfer in violation hereof shall be void. (d) SUBMISSION TO COURTS. You consent to the jurisdiction of the courts in the State of New York for all purposes in connection with this letter. (e) LAW. This letter is governed by New York law. 6. TERMINATION. If any one or more of the following events occur we have the right, at our option, to immediately terminate the Line of Credit upon written notice to you and will then have no obligation to permit any additional borrowings under this letter and, thirty (30) days after any one or more of the following events occur, the entire unpaid principal amount of any borrowings, together with all accrued and unpaid interest and any other amounts owed

5 under this letter shall become due and payable without any notice, presentment, protest or demand by you (all of which you agree are waived): (a) You die; (b) You make an assignment for the benefit of your creditors, or you file a petition in bankruptcy, or you are adjudicated insolvent or bankrupt, or an order for relief is entered for you as a debtor under the federal Bankruptcy Code, or you petition or apply to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of your property or assets; or there is commenced against you any such proceeding which remains undismissed at the end of such thirty (30) days; or you, by an act or failure to act on your part, indicate your consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of your property or assets and such receiver or trustee is not discharged at the end of such thirty (30) days; or (c) Your employment with us ceases for any reason. 7. REMEDIES. If you do not pay any amounts when they are due under the terms of this letter, we can take any action that is permitted by law with respect to any property then covered by the security interest under section 4 of this letter. This may include obtaining the possession of and selling or otherwise disposing of such property. 8. LIMITED RECOURSE. Regardless of any other provision of this letter to the contrary, your obligation to pay the principal amount of and any interest on any borrowings under the Line of Credit, and any other amounts owing hereunder, are enforceable by us solely against the property, if any, that is subject to the security interest granted by you to us under section 4 of this letter, and you will not be personally liable for payment of such principal, interest or other amounts.

6 9. PRIOR AGREEMENTS SUPERSEDED. This letter shall completely and fully supersede all prior undertakings or agreements, both written and oral, between you and us relating to the Line of Credit or any borrowings thereunder, including those entered into in anticipation of this letter. 10. JURY TRIAL WAIVER. BOTH WE AND YOU WAIVE TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF OR RELATED TO THIS LETTER. If the foregoing is acceptable to you, please sign and return to us the enclosed copy of this letter. Very truly yours, StarMedia Network, Inc.
By /s/ JUSTIN K. MACEDONIA -------------------------------------Name: Justin K. Macedonia Title: Senior Vice President, General Counsel

AGREED TO AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ ADRIANA KAMPFNER -------------------------------Adriana Kampfner

Exhibit 10.26 EMPLOYMENT CONTRACT By this contract STARMEDIA DO BRASIL LTDA., a company headquartered in the city and State of Sao Paulo, located at Avenida das Nacoes Unidas, 12.551, 15(degree) floor, rooms 1508 and 1509, with C.N.P.J. n. 02.554.300/0001-48, herein represented by its undersigned legal representative (henceforth called "COMPANY"), on the one part; and FRANCISCO ALBERTO DE SAMPAIO LOUREIRO, engineer, bearer of Identity Card R.G. n.(degree) 986.840, enrolled in the C.P.F. under N.(degree) 380.780.237-15, resident at Avenida Vieira Souto, 324, apartment 101, Ipanema, Rio de Janeiro, State of Rio de Janeiro (henceforth called the "EXECUTIVE"), on the other part, (henceforth jointly called the "PARTIES") execute an employment contract ("CONTRACT"), under the following terms and conditions: 1. - TERM OF CONTRACT 1.1. - COMPANY contracts the EXECUTIVE, and the EXECUTIVE obliges himself to render his services to COMPANY, for an undetermined period of time, as from the date hereof. 2. - DUTIES 2.1. - The EXECUTIVE is contracted to hold the position of Chief Operating Officer. 2.2. - EXECUTIVE will perform all the duties related to his position as may from time to time be assigned to him and comply with all reasonable directions made by or on behalf of COMPANY. 3. - EMPLOYMENT CONTRACT CONDITIONS 3.1. - EXECUTIVE shall perform the duties which are the object of this

2 Contract on the premises of the COMPANY in Brazil. 3.2. - EXECUTIVE agrees to be transferred to any other place of work, on a provisional or definite basis, at the entire discretion of the COMPANY, even if this implies a change of his domicile, without any additional compensation. 3.3. - By virtue of this Contract, EXECUTIVE obliges himself: (a) to dedicate all his efforts to the performance of his duties, as well as to any others assigned to him and to perform such duties diligently, without loss of time and with full dedication during the employment relationship hereby established; (b) not to exercise or to engage in any activities foreign to the corporate objects of COMPANY, nor to participate in such activities in any manner whatsoever, directly or through third persons, whilst the employment relationship hereby established is in force, without the written consent of COMPANY; (c) to be liable to and hold the COMPANY harmless against any and all losses effectively and negligently caused by him to the COMPANY with or without fraudulent intent, and to do so through deductions from his remuneration, bonus, and so on; the COMPANY at its exclusive discretion will decide on the manner and date thereof. 4. - CONFIDENTIALITY AND NON COMPETITION 4.1 - The EXECUTIVE acknowledges and agrees that his employment bond with the COMPANY is based on a relationship of confidence and trust between the Parties with respect to any and all confidential information obtained by the EXECUTIVE when performing his activities under this Contract, which include, but are not limited to, technical, administrative or commercial knowledge regarding the internal organization of the COMPANY or of its affiliates, subsidiaries and any other company which belongs to the COMPANY's economic group, reports, customer lists, services previously performed, inventions, designs, improvements, software, drawings and other

3 intellectual property, trade secrets, manufacturing and research processes, formulae, technology, marketing and business strategies, and any other information (the "Confidential Information"). 4.2. - In view of the relationship of confidence and trust established between the Parties under this Contract, the EXECUTIVE undertakes not to disclose, directly or indirectly, to any other person, during the term of this Contract and after its termination, any Confidential Information or any other written documents and copies thereof developed or made by the EXECUTIVE when performing his activities under this Contract, or any and all other materials related to the Confidential Information of the COMPANY, which the EXECUTIVE may obtain under this Contract and which in any manner are related thereto, and to keep such knowledge and information strictly confidential. 4.3. - The EXECUTIVE agrees that during the term of this Contract he shall not employ, nor advise or recommend to any person to employ, any person who is employed by the COMPANY or by any company of its economic group. The EXECUTIVE also agrees not to induce such persons to accept any employment other than with the COMPANY, provided that the EXECUTIVE shall be permitted to respond to requests for references from prospective companies with respect to any such employees, nor to participate in, and not have any interest in any type of business which competes with any facet of the business of the COMPANY in Brazil. 5. - REMUNERATION 5.1. - In consideration of the services to which this Contract refers, EXECUTIVE shall receive monthly salary of R$ 46,125.00 (forty-six thousand and one hundred and twenty-five reais). 6. - HIRING BONUS ("KEY MONEY FEE") 6.1. - By signing this Contract, the EXECUTIVE will be granted with an one time Hiring Bonus, as a key money fee for his hire, of U.S.$ 608,333.33 (six hundred and

4 eight thousand and three hundred and thirty-three U.S. dollars and thirty-three cents), which will be paid by the COMPANY in Brazilian currency, in an amount equivalent to R$ 1,122.375.00 (one million and one hundred and twenty-two thousand and three hundred and seventy-five reais). 6.2. - If the Contract is terminated by the EXECUTIVE or by the COMPANY, for whatever reason, prior to January 17, 2001, the EXECUTIVE shall within 30 days repay to the COMPANY, without any prior notice from the COMPANY, U.S.$ 400,000.00 (four hundred thousand U.S. dollars), which will be paid to the COMPANY in Brazilian currency for the amounts paid to him by means of Hiring Bonus ("Key Money Fee"). The EXECUTIVE's failure to reimburse forthwith the amounts paid by the COMPANY for the Hiring Bonus ("Key Money Fee") shall entitle the COMPANY to offset such amounts against any severance pay then due to the EXECUTIVE, but does not limit the COMPANY's entitlement to pursue reimbursement through any other remedies available to it at law. 6.3. - The Parties hereby agree that the Hiring Bonus will only be paid at the time the EXECUTIVE is hired, and that such Hiring Bonus shall not become part of the EXECUTIVE's general employment conditions, and shall not be considered a vested or permanent right of the EXECUTIVE. 7. - GENERAL 7.1. - The COMPANY shall meet any reasonable traveling, hotel and other out of pocket expenses properly incurred in the course of EXECUTIVE employment and previously approved by COMPANY. 7.2. - Any and all inventions, creations, ideas, improvements and software of any nature whatsoever, whether or not patentable, and developed by the EXECUTIVE in connection with his activities and employment with COMPANY will always be the property of COMPANY. 7.3. - Either party may terminate this Contract, with or without good cause.

5 Where either party has violated any of the clauses of this Contract, the other party shall have the right to terminate forthwith, without any prior notice and/or severance compensation, and such termination shall be automatically deemed to fall under the provisions of articles 482 and 483 of the Brazilian Consolidated Labor Laws. In all other cases, both COMPANY and EXECUTIVE shall give the other party a notice of termination of 30 (third) days. 7.4. - Also the following shall constitutes grounds for dismissal with cause (i) violation of any rule or regulation of any regulatory agency of self-regulatory agency; (ii) commitment of a crime; (iii) violation of any policy or rule of COMPANY; (iv) any other act of omission detrimental to the conduct of COMPANY' business; or (v) violation of any term of this Contract. 7.5. - Upon termination of the employment relationship for whatever reason, EXECUTIVE shall surrender forthwith to COMPANY all records of COMPANY in possession of EXECUTIVE, including any papers and copies prepared by EXECUTIVE or third parties, whether confidential or not, and as from the end of the employment relationship those records and papers shall no longer be used by EXECUTIVE. 7.6. - The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 7.7. - This Contract, including any points not covered hereby, shall be governed by relevant legislation in force in Brazil. The parties hereto have caused this Contract to be executed in duplicate, and signed in the presence of the witnesses hereunder, present throughout these proceedings. Sao Paulo, September 26, 2000 STARMEDIA DO BRASIL LTDA.

6 FRANCISCO ALBERTO DE SAMPAIO LOUREIRO

Witnesses: 1. Name: R.G.: 2. Name: R.G.:

EXHIBIT 10.27 PROMISSORY NOTE
$500,000 New York, New York May 23, 2000

FOR VALUE RECEIVED, the undersigned, Francisco Loureiro (the

"Borrower"), hereby unconditionally promises to pay to the order of StarMedia Network, Inc., at its office at 75 Varick Street, New York, NY 10013 (or at such other office as the holder hereof may specify to the Borrower in writing), in lawful money of the United States of America and in immediately available funds, the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on May 23, 2001 (the "Maturity Date"). The Borrower further promises to pay interest in like money and funds at such office on the unpaid principal amount hereof from and including the date hereof until payment in full at a fixed rate per annum equal to ten percent (10%) payable on the Maturity Date; PROVIDED, HOWEVER, that any principal amount hereof not paid when due and (to the fullest extent permitted by applicable law) any overdue interest shall bear interest at a fixed rate per annum equal to sixteen percent (16%) (after as well as before judgment), payable on demand. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. If any payment on this promissory note becomes due and payable on a day other than a Business Day (as hereinafter defined), the maturity thereof shall be extended to the immediately following Business Day and interest shall continue to accrue during such extension. "Business Day" means any day other than a Saturday or Sunday or any other day on which commercial banks in New York, New York are authorized or obligated by law or by local proclamation to close. The entire unpaid principal amount hereof, together with accrued interest and any other amounts owing hereunder, shall automatically become due and payable without any notice, presentment, protest or demand (all of which are waived) if one or more of the following events shall occur: (a) the Borrower dies; or (b) the Borrower makes an assignment for the benefit of his creditors, or the Borrower files a petition in bankruptcy, or the Borrower is adjudicated insolvent or bankrupt, or an order for relief is entered for the Borrower as a debtor under the Bankruptcy Code, or the Borrower petitions or applies to any court or other authority for the appointment of a receiver or trustee for all or any substantial part of his property or assets; or there is commenced against the Borrower any such proceeding which remains undismissed for a period of thirty (30) days; or the Borrower, by an act or failure to act on his part, indicates his consent, approval or acquiescence in any such proceeding or the appointment of any receiver or trustee for all or substantially all of his property or assets and such receiver or trustee is not discharged within thirty (30) days after appointment.

2 For the purposes of any suit, action or proceeding involving the enforcement of this promissory note or the Borrower's obligations hereunder, the Borrower expressly submits to the jurisdiction of all federal and state courts located in the County of New York, State of New York, and consents that any order, process or other paper may be served upon him within or without such court's jurisdiction by registered mail or by personal service at the Borrower's address set forth below, PROVIDED a reasonable time for appearance is allowed. The Borrower irrevocably waives any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Borrower agrees to pay, promptly upon demand, whether or not any proceeding to enforce this promissory note has been commenced, all of the reasonable costs and expenses of the holder of this promissory note, including (but not limited to) attorneys' fees and expenses, incurred in connection with the enforcement of this promissory note and the obligations of the Borrower hereunder. The Borrower waives presentment, demand, protest and notice of dishonor and protest and all other demands and notices in connection with the payment and enforcement of this promissory note. EACH OF THE BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREOF, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTION-ALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS PROMISSORY NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
/s/ FRANCISCO LOUREIRO -------------------------FRANCISCO LOUREIRO Address:

Exhibit 10.30 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT among STARMEDIA NETWORK, INC. and THE SEVERAL NOTEHOLDERS NAMED IN SCHEDULE I HERETO Dated as of September 30, 2000 THIS AGREEMENT AND THE RIGHTS TO ACQUIRE (THE "RIGHTS") THE SHARES OF COMMON STOCK, PAR VALUE, $0.001 PER SHARE, OF STARMEDIA NETWORK, INC. PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE RIGHTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE RIGHTS MAY REQUIRE AN OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS.

TABLE OF CONTENTS
PAG

ARTICLE I PURCHASE OF SEPTEMBER 12% NOTES Section 1.1. Section 1.2. Section 1.3. Purchase of the September 12% Notes; Issuance of Shares of the Company......... Closing........................................................................ Registration Rights............................................................ ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section Section Section Section Section Section 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. Organization, Qualifications and Corporate Power............................... Authorization of Agreements, Etc............................................... Validity....................................................................... Authorized Common Stock........................................................ Governmental Approvals......................................................... SEC Reports.................................................................... ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Section Section Section Section 3.1. 3.2. 3.3. 3.4. Corporate Power, Authorization, Validity....................................... Accredited Investor............................................................ Experience..................................................................... Access to Data.................................................................

2

TABLE OF CONTENTS (continued)
PAG Section 3.5. Section 3.6. Investment..................................................................... Restricted Securities.......................................................... ARTICLE IV MISCELLANEOUS Section Section Section Section Section Section Section Section Section Section Section Section Section 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. 4.10. 4.11. 4.12. 4.13. Expenses....................................................................... Survival of Agreements......................................................... Successors and Assigns......................................................... Notices........................................................................ Governing Law; Jurisdiction.................................................... Entire Agreement............................................................... Counterparts................................................................... Amendments..................................................................... Severability................................................................... Titles and Subtitles........................................................... Certain Defined Terms.......................................................... Legends........................................................................ WAIVER OF JURY TRIAL...........................................................

1 1 1 1 1 1 1 1 1 1

SCHEDULE I

Noteholders

3

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of September 30, 2000 (this "AGREEMENT"), by and among STARMEDIA NETWORK, INC., a Delaware corporation (the "COMPANY"), and the several noteholders named in the attached Schedule I (individually a "Noteholder" and collectively the "Noteholders"). WHEREAS, pursuant to the Note Purchase Agreement, dated as of July 18, 2000 (as amended or modified from time to time, the "SCG NOTE PURCHASE AGREEMENT"), among StarMedia Capital Group LLC, a Delaware limited liability company ("SCG"), and the Noteholders, the Noteholders purchased from SCG those certain 12% Convertible Promissory Notes in the aggregate principal amount of $5,000,000.00 (collectively, the "SCG NOTES"); WHEREAS, pursuant to the Note and Warrant Purchase Agreement, dated as of July 18, 2000 (as amended or modified from time to time, the "GRATIS1 NOTE PURCHASE AGREEMENT"), among Gratis1, Inc., a Delaware corporation ("GRATIS1"), and the Purchasers listed in Annex I thereto, the Noteholders, along with the other Purchasers, have agreed to purchase from Gratis1 from time to time those certain 12% Convertible Promissory Notes in the aggregate principal amount of up to $16,000,000.00 (collectively, the "GRATIS1 NOTES"), on the terms and conditions contained therein; WHEREAS, SCG had purchased as of August 8, 2000, Gratis1 Notes in the aggregate principal amount of $5,000,000 (the "SCG GRATIS1 NOTES") pursuant to the Gratis1 Note Purchase Agreement; WHEREAS, the Noteholders have purchased Gratis1 Notes in the aggregate principal amount of $2,000,000 (together with the SCG Gratis1 Notes, the "12% NOTES"); WHEREAS, on the date hereof SCG is selling all of the SCG Gratis1 Notes to the Noteholders in exchange for delivery of the SCG Notes to SCG for cancellation; WHEREAS, the Company owns 99 percent of the limited liability membership interests in SCG and will derive substantial direct and indirect benefits from the sale of the SCG Gratis1 Notes to the Noteholders; WHEREAS, in order to induce the Noteholders to purchase the SCG Gratis1 Notes from SCG, the Company has agreed, on the terms and conditions contained herein, to purchase the 12% Notes from the Noteholders in consideration for a certain number of shares of the Company's authorized but unissued Common Stock, $0.001 par value per share (the "COMMON SHARES"), to be issued by the Company to the Noteholders pursuant to this Agreement; WHEREAS, the Company and the Noteholders had entered into the Stock Purchase Agreement, dated as of July 18, 2000 (as amended by the Amendment No. 1 to Stock Purchase Agreement, dated as of August 8, 2000, the "SCG STOCK PURCHASE AGREEMENT"), providing for the sale, under certain circumstances, by the Company of its Common Stock in consideration for the SCG Notes held by the Noteholders; and

5 WHEREAS, the Company and the Noteholders entered into a Stock Purchase Agreement, dated as of September 11, 2000 (the "ORIGINAL GRATIS1 STOCK PURCHASE AGREEMENT"), providing for the sale under certain circumstances of the Common Stock of the Company to the Noteholders in consideration for the Gratis1 Notes held by the Noteholders; WHEREAS, the parties hereto desire to subject the SCG Gratis1 Notes to the provisions of the Original Gratis1 Stock Purchase Agreement by entering into this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree that the Gratis1 Stock Purchase Agreement is hereby amended and restated in its entirety as follows: ARTICLE I PURCHASE OF SEPTEMBER 12% NOTES Section 1.1. PURCHASE OF THE 12% NOTES; ISSUANCE OF SHARES OF THE COMPANY. Upon the occurrence of a Stock Purchase Event (as defined in Section 4.11(d)), the Company shall, within five Business Days (as defined in Section 4.11(a)) after such occurrence, send a written notice (the "COMPANY NOTICE") to each of the Noteholders stating that a Stock Purchase Event has occurred and that the Company will purchase the 12% Notes held by such Noteholder pursuant to this Section 1.1. (A) Within 30 days after the date that the Company Notice is delivered to the Noteholders, the Company shall (a) repurchase from each Noteholder, and each Noteholder shall sell to the Company, the 12% Notes held by such Noteholder and (b) issue to such Noteholder, as the sole consideration for such 12% Notes, such number of Common Shares equal to (i) the outstanding principal amount of, and accrued and unpaid interest on, such 12% Notes DIVIDED BY (ii) the Current Market Price (such Common Shares issued to the Noteholders pursuant to this Section 1.1 are referred to herein as the "EXCHANGE SHARES") and (B) in addition to the delivery and sale to the Company of the 12% Notes being sold to the Company by each Noteholder, such Noteholder shall pay to the Company an amount (the "Noteholder Payment Amount") equal to the product of (x) $0.001 multiplied by (y) the number of Exchange Shares to be issued to such Noteholder hereunder. No fractional Common Shares shall be issued pursuant to the foregoing clause (b); in lieu thereof, the Company shall pay to such Noteholder the amount of cash that otherwise would have been attributed to such fractional Common Shares. Section 1.2. CLOSING. Each of the closings of the purchase and sale of the 12% Notes and the issuance of the Exchange Shares in consideration thereof (individually, a "CLOSING" and collectively the "CLOSINGS") shall take place at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004, at 10:00 a.m., New York time, on any Business Day during the 30-day period described in Section 1.1, or at such other date and time as may be agreed upon between the applicable Noteholder and the Company (each such date of a Closing being referred to herein as a "CLOSING DATE"). At each Closing, the applicable Noteholder shall deliver to the Company the original 12%

6 Notes held by such Noteholder, free and clear of all liens and encumbrances, duly endorsed to the Company or accompanied by a duly executed instrument of transfer, together with the Noteholder Payment Amount applicable to such Noteholder. As payment in full for such 12% Notes being purchased by it on a Closing Date under this Agreement, and against delivery of the original 12% Notes as aforesaid and Noteholder Payment Amount, on such Closing Date the Company shall issue and deliver to the applicable Noteholder a stock certificate or certificates in definitive form, registered in the name of such Noteholder, representing the Exchange Shares being issued to such Noteholder at such Closing. Section 1.3. REGISTRATION RIGHTS. The Company and the Noteholders agree to (a) use their reasonable best efforts to amend the Amended and Restated Registration Rights Agreement, dated as of August 31, 1998 (the "EXISTING REGISTRATION RIGHTS AGREEMENT"), by and among the Company, Jack C. Chen and Fernando J. Espuelas, as Founders, and the persons identified as "Purchasers" on the signature pages thereto, or (b) enter into a new registration rights agreement containing registration rights substantially similar to those contained in the Existing Registration Rights Agreement, in each case as soon as practicable after the date hereof in order to provide to the Noteholders registration rights with respect to the Exchange Shares. Any such amendment or registration rights agreement shall be in form and substance satisfactory to the Company and the Noteholders. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Noteholders that: Section 2.1. ORGANIZATION, QUALIFICATIONS AND CORPORATE POWER. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for such failures to be so qualified and in good standing which would not have a Material Adverse Effect (as defined in Section 4.11(c)). The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Exchange Shares. Section 2.2. AUTHORIZATION OF AGREEMENTS, ETC. (a) The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, the purchase of the 12% Notes pursuant to this Agreement, and the issuance and delivery of the Exchange Shares pursuant to the terms of this Agreement have been duly authorized by all requisite corporate action on the part of the Company, and do not violate (i) any provision of existing law (assuming that the representations

7 and warranties of the Noteholders contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6 are true and correct), (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws of the Company, or (iv) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever (each a "LIEN") upon any of the Company's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of the Company, except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches, defaults, or Liens which do not and could not reasonably be expected to have a Material Adverse Effect. (b) The Exchange Shares have been duly authorized and, when issued in accordance with this Agreement as consideration for the 12% Notes, will be validly issued and outstanding, fully paid and nonassessable Common Shares, with no personal liability attaching to the ownership thereof, and will be free and clear of all Liens imposed by or through the Company. The issuance and delivery of the Exchange Shares are not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other similar right in favor of any person or entity. Section 2.3. VALIDITY. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 2.4. AUTHORIZED COMMON STOCK. The authorized common stock of the Company consists of 200,000,000 shares of Common Stock, $0.001 par value per share (the "COMMON STOCK"). As of June 30, 2000, 65,818,853 shares of Common Stock were issued and are outstanding. All such issued and outstanding shares of Common Stock of the Company are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Section 2.5. GOVERNMENTAL APPROVALS. Subject to the accuracy of the representations and warranties of the Noteholders set forth in Section 3.2 through Section 3.6, no registration or filing with, or consent or approval of or other action by, any federal, state or other governmental agency or instrumentality is or will be necessary for the valid execution, delivery and performance by the Company of this Agreement or the issuance and delivery of the Exchange Shares, other than (i) filings pursuant to federal or state securities laws in connection with the issuance of the Exchange Shares, (ii) filings with The Nasdaq Stock Market and (iii) any filings that may be necessary pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (all of which filings, if any, have been made by the Company, other than those which are permitted to be made after a Closing Date and which will be duly made on a timely basis).

8 Section 2.6. SEC REPORTS. The Company has made available to the Noteholders the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000 and June 30, 2000 (collectively, the "SEC REPORTS"). The SEC Reports, as of the date of filing thereof with the Securities and Exchange Commission (or if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Each Noteholder, severally and not jointly, represents and warrants to the Company that: Section 3.1. CORPORATE POWER, AUTHORIZATION, VALIDITY. Such Noteholder has the requisite power and authority to execute, deliver and perform this Agreement. The execution and delivery by such Noteholder of this Agreement, the performance by such Noteholder of its obligations hereunder, and the sale of the 12% Notes held by such Noteholder pursuant to the terms of this Agreement, have been duly authorized by all requisite action (corporate or otherwise) on the part of such Noteholder and do not violate (i) any provision of existing law, (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws (or similar governing instruments with different names) of such Noteholder, or (iv) any provision of any indenture, agreement or other instrument to which such Noteholder or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both), a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any such Noteholder's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of such Noteholder except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches, defaults or Liens which do not and could not reasonably be expected to have a material adverse effect on the ability of such Noteholder to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Noteholder and constitutes the legal, valid and binding obligation of such Noteholder, enforceable against such Noteholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 3.2. ACCREDITED INVESTOR. Such Noteholder is an "ACCREDITED INVESTOR" within

9 the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and was not organized for the specific purpose of acquiring the Exchange Shares. Section 3.3. EXPERIENCE. Such Noteholder has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. Section 3.4. ACCESS TO DATA. Such Noteholder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. Section 3.5. INVESTMENT. Any Exchange Shares that are issued to such Noteholder will be acquired for its own account, not as a nominee or agent, for the purpose of investment and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities laws. Such Noteholder understands that (i) the Exchange Shares have not been, and on each Closing Date will not have been, registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Exchange Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Exchange Shares will bear the legend to this effect as such legend is set forth in Section 4.12 hereof, and (iv) the Company will make a notation on its transfer books to that effect. Section 3.6. RESTRICTED SECURITIES. Such Noteholder understands that the Exchange Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Noteholder represents that such Noteholder is familiar with Rules 144 and 144A of the Securities and Exchange Commission, as presently in effect, and understands that the Company is under no obligation to register any of the securities issued hereunder. ARTICLE IV MISCELLANEOUS Section 4.1. EXPENSES. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. Section 4.2. SURVIVAL OF AGREEMENTS. All covenants, agreements, representations and warranties made in this Agreement shall survive (and not be affected by) any Closing. Section 4.3. SUCCESSORS AND ASSIGNS. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to

10 the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; PROVIDED, HOWEVER, that no Noteholder may transfer or assign any of its rights or obligations under this Agreement in violation of applicable securities law and unless the Company is given written notice by such Noteholder and its assignee of such transfer or assignment and any such assignee shall, as a condition to such transfer or assignment, execute and deliver to the Company a written instrument, in form and substance acceptable to the Company, by which such assignee (i) represents that such transfer or assignment is exempt from the registration requirements of the Securities Act, (ii) agrees to become, and be bound by the obligations of, and entitled to the benefits of, a Noteholder under this Agreement and (iii) such assignee shall make representations and warranties comparable to those contained in Article III hereof; and PROVIDED FURTHER, HOWEVER, that the Company may not assign its rights or obligations hereunder without the prior written consent of the Noteholders. Section 4.4. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows: (a) if to the Company, to it at StarMedia Network, Inc. 75 Varick Street, New York, New York 10013, Attention: General Counsel, with a copy to Kenneth Lefkowitz, Esq., Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004; and (b) if to any Noteholder, at the address of such Noteholder set forth in Schedule I, with a copy to Michael J. O'Brien, Esq., O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New York, New York 10112; or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. Section 4.5. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the Company and the Noteholders irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, and the appellate courts therefrom, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Company and the Noteholders further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 4.4 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 4.5. Each of the Company and the Noteholders agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Section 4.6. ENTIRE AGREEMENT. This Agreement, including the Schedule hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior

11 agreements or understandings between the parties, except any prior agreements relating to confidentiality of disclosed information. The Schedule hereto is hereby incorporated herein by reference. Section 4.7. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 4.8. AMENDMENTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Noteholders. Section 4.9. SEVERABILITY. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. Section 4.10. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement. Section 4.11. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
(a) "BUSINESS DAY" shall mean any day that is not a Saturday, or legal holiday in the State of New York. (e) "CURRENT MARKET PRICE" shall mean the average of the

Sunday,

reported last sales prices of a Common Share for the five consecutive Trading Days before the Closing Date. The reported last sales price of a Common Share for each Trading Day shall be: (i) the reported last sales price as reported on the National Market tier of The Nasdaq Stock Market; or (ii) if the Common Shares are not listed or admitted to trading on the National Market tier of the Nasdaq Stock Market at such time, in the principal consolidated or composite transaction reporting system on the principal national securities exchange on which the Common Shares are listed or admitted to trading; or (iii) if the Common Shares are not quoted on such National Market tier or any national securities exchange, the average of the highest bid and lowest asked prices on such day as reported on The Nasdaq Stock Market. Notwithstanding anything to the contrary contained herein, the "Current Market Price" for purposes of this Agreement shall in no event be less than $7.00 per Common Share (subject to any adjustment for any stocksplits, dividends, combination and similar events). (b) "PERSON" shall mean an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government agency or any agency or political subdivision thereof, or other entity.

12 (c) "MATERIAL ADVERSE EFFECT" shall mean, when used with respect to any representation, an occurrence, event or condition that individually or in the aggregate is reasonably likely to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (d) "STOCK PURCHASE EVENT" shall mean each of the following: (i) with respect to each Noteholder and the 12% Notes held by such Noteholder, November 15, 2000, BUT ONLY IF (A) the Subsequent Round (as defined in the Note Purchase Agreement) has not occurred on or before such date and (B) such 12% Notes has not been repaid in full in cash or converted into Initial Round Securities or Subsequent Round Securities (as such terms are defined in the Note Purchase Agreement) on or before such date; or (ii) if Gratis1, shall (A) discontinue its business, (B) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its property, (C) make a general assignment for the benefit of creditors, or (D) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors, or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation laws or statutes, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; or (iii) there shall be filed against Gratis1 an involuntary petition seeking reorganization of Gratis1 or the appointment of a receiver, trustee, custodian or liquidator of Gratis1 or a substantial part of its assets, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect (any of the foregoing petitions being hereinafter referred to as an "INVOLUNTARY PETITION") and such Involuntary Petition shall not have been dismissed within sixty (60) days after it was filed; or (iv) if Gratis1 shall fail to make any required prepayment of the 12% Notes pursuant to Section 2(b) or 2(c) of the 12% Notes and such failure shall continue unremedied for five Business Days. Section 4.12. LEGENDS. It is understood that the certificates evidencing the Exchange Shares will bear the legends set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES MAY REQUIRE AN

13 OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS. The legend set forth in the immediately preceding paragraph above shall be removed by the Company from any certificate evidencing Exchange Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Exchange Shares. Section 4.13. WAIVER OF JURY TRIAL. Each of the Company and the Noteholders hereby waives all right to trial by jury in any action, proceeding or counterclaim with respect to, in connection with, or arising out of the transactions contemplated by this Agreement or any document or instrument delivered hereunder. ANY SUCH PERSON MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company and the Noteholders have executed this Agreement as of the day and year first above written. STARMEDIA NETWORK, INC. By: Name:

Title: CHASE EQUITY ASSOCIATES, LP By: CHASE CAPITAL PARTNERS, as Investment Manager By: Name:

Title: THE FLATIRON FUND 2000 LLC By: Name:

Title: FLATIRON ASSOCIATES II LLC By: Name:

Title:

SCHEDULE I NOTEHOLDERS NAME AND ADDRESS: Chase Equity Associates, LP c/o Chase Capital Partners 1221 Avenue of the Americas 40th Floor New York, New York 10022 Telephone: (212) 899-3470 Telecopy: (212) 899-3528 Attention: Susan Segal The Flatiron Fund 2000 LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson Flatiron Associates II LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson

Exhibit 10.31 STOCK PURCHASE AGREEMENT among STARMEDIA NETWORK, INC. and THE SEVERAL NOTEHOLDERS NAMED IN SCHEDULE I HERETO Dated as of December 22, 2000 THIS AGREEMENT AND THE RIGHTS TO ACQUIRE (THE "RIGHTS") THE SHARES OF COMMON STOCK, PAR VALUE, $0.001 PER SHARE, OF STARMEDIA NETWORK, INC. PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE RIGHTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE RIGHTS MAY REQUIRE AN OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS.

TABLE OF CONTENTS
PAG ARTICLE I PURCHASE OF 12% NOTES Section 1.1. Section 1.2. Section 1.3. Purchase of the 12% Notes; Issuance of Shares of the Company................... Closing........................................................................ Registration Rights............................................................ ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section Section Section Section Section Section 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. Organization, Qualifications and Corporate Power............................... Authorization of Agreements, Etc............................................... Validity....................................................................... Authorized Common Stock........................................................ Governmental Approvals......................................................... SEC Reports.................................................................... ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Section Section Section Section Section Section 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. Corporate Power, Authorization, Validity....................................... Accredited Investor............................................................ Experience..................................................................... Access to Data................................................................. Investment..................................................................... Restricted Securities.......................................................... ARTICLE IV MISCELLANEOUS Section Section Section Section Section Section 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. Expenses....................................................................... Survival of Agreements......................................................... Successors and Assigns......................................................... Notices........................................................................ Governing Law; Jurisdiction.................................................... Entire Agreement...............................................................

i

TABLE OF CONTENTS (continued)
PAG Section Section Section Section Section Section Section 4.7. 4.8. 4.9. 4.10. 4.11. 4.12. 4.13. Counterparts................................................................... Amendments..................................................................... Severability................................................................... Titles and Subtitles........................................................... Certain Defined Terms.......................................................... Legends........................................................................ WAIVER OF JURY TRIAL...........................................................

SCHEDULE I

Noteholders

ii

STOCK PURCHASE AGREEMENT, dated as of December 22, 2000 (this "AGREEMENT"), by and among STARMEDIA NETWORK, INC., a Delaware corporation (the "COMPANY"), and the several noteholders named in the attached Schedule I (individually a "NOTEHOLDER" and collectively the "NOTEHOLDERS"). WHEREAS, pursuant to the Note Purchase Agreement, dated as of December 22, 2000 (as amended or modified from time to time, the "NOTE PURCHASE AGREEMENT"), among Gratis1, Inc., a Delaware corporation ("GRATIS1"), and the Purchasers listed in Annex I thereto, the Noteholders have agreed to purchase from Gratis1 from time to time those certain 12% Promissory Notes in the aggregate principal amount of up to $3,000,000.00 (collectively, the "12% NOTES"), on the terms and conditions contained therein; and WHEREAS, in order to induce the Noteholders to purchase the 12% Notes from Gratis1, the Company has agreed, on the terms and conditions contained herein, to purchase the 12% Notes from the Noteholders in consideration for a certain number of shares of the Company's authorized but unissued Common Stock, $0.001 par value per share (the "COMMON SHARES"), to be issued by the Company to the Noteholders pursuant to this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows: ARTICLE I PURCHASE OF 12% NOTES Section 1.1. PURCHASE OF THE 12% NOTES; ISSUANCE OF SHARES OF THE COMPANY. Upon the occurrence of a Stock Purchase Event (as defined in Section 4.11(d)), the Company shall, within five Business Days (as defined in Section 4.11(a)) after such occurrence, send a written notice (the "COMPANY NOTICE") to each of the Noteholders stating that a Stock Purchase Event has occurred and that the Company will purchase the 12% Notes held by such Noteholder pursuant to this Section 1.1. (A) Within 30 days after the date that the Company Notice is delivered to the Noteholders, the Company shall (a) repurchase from each Noteholder, and each Noteholder shall sell to the Company, the 12% Notes held by such Noteholder and (b) issue to such Noteholder, as the sole consideration for such 12% Notes, such number of Common Shares equal to (i) the outstanding principal amount of, and accrued and unpaid interest on, such 12% Notes DIVIDED BY (ii) the Current Market Price (such Common Shares issued to the Noteholders pursuant to this Section 1.1 are referred to herein as the "EXCHANGE SHARES") and (B) in addition to the delivery and sale to the Company of the 12% Notes being sold to the Company by each Noteholder, such Noteholder shall pay to the Company an amount (the "NOTEHOLDER PAYMENT AMOUNT") equal to the product of (x) $0.001 multiplied by (y) the number of Exchange Shares to be issued to such Noteholder hereunder. No fractional Common Shares shall be issued pursuant to the foregoing clause (b); in lieu thereof, the Company shall pay to such Noteholder the amount of cash that otherwise would have been attributed to such fractional Common Shares.

2 Section 1.2. CLOSING. Each of the closings of the purchase and sale of the 12% Notes and the issuance of the Exchange Shares in consideration thereof (individually, a "CLOSING" and collectively the "CLOSINGS") shall take place at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004, at 10:00 a.m., New York time, on any Business Day during the 30-day period described in Section 1.1, or at such other date and time as may be agreed upon between the applicable Noteholder and the Company (each such date of a Closing being referred to herein as a "CLOSING DATE"). At each Closing, the applicable Noteholder shall deliver to the Company the original 12% Notes held by such Noteholder, free and clear of all liens and encumbrances, duly endorsed to the Company or accompanied by a duly executed instrument of transfer, together with the Noteholder Payment Amount applicable to such Noteholder. As payment in full for such 12% Notes being purchased by it on a Closing Date under this Agreement, and against delivery of the original 12% Notes as aforesaid and Noteholder Payment Amount, on such Closing Date the Company shall issue and deliver to the applicable Noteholder a stock certificate or certificates in definitive form, registered in the name of such Noteholder, representing the Exchange Shares being issued to such Noteholder at such Closing. Section 1.3. REGISTRATION RIGHTS. The Company and the Noteholders agree to (a) use their reasonable best efforts to amend the Amended and Restated Registration Rights Agreement, dated as of August 31, 1998 (the "EXISTING REGISTRATION RIGHTS AGREEMENT"), by and among the Company, Jack C. Chen and Fernando J. Espuelas, as Founders, and the persons identified as "Purchasers" on the signature pages thereto, or (b) enter into a new registration rights agreement containing registration rights substantially similar to those contained in the Existing Registration Rights Agreement, in each case as soon as practicable after the date hereof in order to provide to the Noteholders registration rights with respect to the Exchange Shares. Any such amendment or registration rights agreement shall be in form and substance satisfactory to the Company and the Noteholders. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Noteholders that: Section 2.1. ORGANIZATION, QUALIFICATIONS AND CORPORATE POWER. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for such failures to be so qualified and in good standing which would not have a Material Adverse Effect (as defined in Section 4.11(c)). The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on

3 its business as now conducted, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Exchange Shares. Section 2.2. AUTHORIZATION OF AGREEMENTS, ETC. (a) The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, the purchase of the 12% Notes pursuant to this Agreement, and the issuance and delivery of the Exchange Shares pursuant to the terms of this Agreement have been duly authorized by all requisite corporate action on the part of the Company, and do not violate (i) any provision of existing law (assuming that the representations and warranties of the Noteholders contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6 are true and correct), (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws of the Company, or (iv) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever (each a "LIEN") upon any of the Company's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of the Company, except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches, defaults, or Liens which do not and could not reasonably be expected to have a Material Adverse Effect. (b) The Exchange Shares have been duly authorized and, when issued in accordance with this Agreement as consideration for the 12% Notes, will be validly issued and outstanding, fully paid and nonassessable Common Shares, with no personal liability attaching to the ownership thereof, and will be free and clear of all Liens imposed by or through the Company. The issuance and delivery of the Exchange Shares are not subject to any preemptive right of stockholders of the Company or to any right of first refusal or other similar right in favor of any person or entity. Section 2.3. VALIDITY. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 2.4. AUTHORIZED COMMON STOCK. The authorized common stock of the Company consists of 200,000,000 shares of Common Stock, $0.001 par value per share (the "COMMON STOCK"). As of September 30, 2000, 66,627,605 shares of Common Stock were issued and are outstanding. All such issued and outstanding shares of Common Stock of the Company are fully paid and nonassessable, with no personal liability attaching to the ownership thereof.

4 Section 2.5. GOVERNMENTAL APPROVALS. Subject to the accuracy of the representations and warranties of the Noteholders set forth in Section 3.2 through Section 3.6, no registration or filing with, or consent or approval of or other action by, any federal, state or other governmental agency or instrumentality is or will be necessary for the valid execution, delivery and performance by the Company of this Agreement or the issuance and delivery of the Exchange Shares, other than (i) filings pursuant to federal or state securities laws in connection with the issuance of the Exchange Shares, (ii) filings with The Nasdaq Stock Market and (iii) any filings that may be necessary pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (all of which filings, if any, have been made by the Company, other than those which are permitted to be made after a Closing Date and which will be duly made on a timely basis). Section 2.6. SEC REPORTS. The Company has made available to the Noteholders the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 (collectively, the "SEC REPORTS"). The SEC Reports, as of the date of filing thereof with the Securities and Exchange Commission (or if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 2000, there has been no material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Each Noteholder, severally and not jointly, represents and warrants to the Company that: Section 3.1. CORPORATE POWER, AUTHORIZATION, VALIDITY. Such Noteholder has the requisite power and authority to execute, deliver and perform this Agreement. The execution and delivery by such Noteholder of this Agreement, the performance by such Noteholder of its obligations hereunder, and the sale of the 12% Notes held by such Noteholder pursuant to the terms of this Agreement, have been duly authorized by all requisite action (corporate or otherwise) on the part of such Noteholder and do not violate (i) any provision of existing law, (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws (or similar governing instruments with different names) of such Noteholder, or (iv) any provision of any indenture, agreement or other instrument to which such Noteholder or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both), a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any such Noteholder's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of such Noteholder except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches,

5 defaults or Liens which do not and could not reasonably be expected to have a material adverse effect on the ability of such Noteholder to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Noteholder and constitutes the legal, valid and binding obligation of such Noteholder, enforceable against such Noteholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 3.2. ACCREDITED INVESTOR. Such Noteholder is an "ACCREDITED INVESTOR" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and was not organized for the specific purpose of acquiring the Exchange Shares. Section 3.3. EXPERIENCE. Such Noteholder has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. Section 3.4. ACCESS TO DATA. Such Noteholder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. Section 3.5. INVESTMENT. Any Exchange Shares that are issued to such Noteholder will be acquired for its own account, not as a nominee or agent, for the purpose of investment and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities laws. Such Noteholder understands that (i) the Exchange Shares have not been, and on each Closing Date will not have been, registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Exchange Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Exchange Shares will bear the legend to this effect as such legend is set forth in Section 4.12 hereof, and (iv) the Company will make a notation on its transfer books to that effect. Section 3.6. RESTRICTED SECURITIES. Such Noteholder understands that the Exchange Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Noteholder represents that such Noteholder is familiar with Rules 144 and 144A of the Securities and Exchange Commission, as presently in effect, and understands that the Company is under no obligation to register any of the securities issued hereunder.

6 ARTICLE IV MISCELLANEOUS Section 4.1. EXPENSES. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. Section 4.2. SURVIVAL OF AGREEMENTS. All covenants, agreements, representations and warranties made in this Agreement shall survive (and not be affected by) any Closing. Section 4.3. SUCCESSORS AND ASSIGNS. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; PROVIDED, HOWEVER, that no Noteholder may transfer or assign any of its rights or obligations under this Agreement in violation of applicable securities law and unless the Company is given written notice by such Noteholder and its assignee of such transfer or assignment and any such assignee shall, as a condition to such transfer or assignment, execute and deliver to the Company a written instrument, in form and substance acceptable to the Company, by which such assignee (i) represents that such transfer or assignment is exempt from the registration requirements of the Securities Act, (ii) agrees to become, and be bound by the obligations of, and entitled to the benefits of, a Noteholder under this Agreement and (iii) such assignee shall make representations and warranties comparable to those contained in Article III hereof; and PROVIDED FURTHER, HOWEVER, that the Company may not assign its rights or obligations hereunder without the prior written consent of the Noteholders. Section 4.4. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows: (a) if to the Company, to it at StarMedia Network, Inc. 75 Varick Street, New York, New York 10013, Attention: General Counsel, with a copy to Kenneth Lefkowitz, Esq., Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004; and (b) if to any Noteholder, at the address of such Noteholder set forth in Schedule I, with a copy to Michael J. O'Brien, Esq., O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New York, New York 10112; or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. Section 4.5. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the Company and the Noteholders irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, and the appellate courts therefrom, for the purposes of any suit, action or

7 other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Company and the Noteholders further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 4.4 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 4.5. Each of the Company and the Noteholders agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Section 4.6. ENTIRE AGREEMENT. This Agreement, including the Schedule hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties, except any prior agreements relating to confidentiality of disclosed information. The Schedule hereto is hereby incorporated herein by reference. Section 4.7. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 4.8. AMENDMENTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Noteholders. Section 4.9. SEVERABILITY. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. Section 4.10. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement. Section 4.11. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). (a) "BUSINESS DAY" shall mean any day that is not a Saturday, Sunday, or legal holiday in the State of New York. (e) "CURRENT MARKET PRICE" shall mean the average of the reported last sales prices of a Common Share for the five consecutive Trading Days before the Closing Date. The reported last sales price of a Common Share for each Trading Day shall be: (i) the reported last sales price as reported on the National Market tier of The Nasdaq Stock Market; or (ii) if the Common Shares are not listed or admitted to trading on the National Market tier of the Nasdaq Stock Market at such time, in the principal consolidated or composite transaction reporting system on the principal national securities exchange on which the Common Shares are listed or admitted to trading; or (iii) if the Common Shares

8 are not quoted on such National Market tier or any national securities exchange, the average of the highest bid and lowest asked prices on such day as reported on The Nasdaq Stock Market. Notwithstanding anything to the contrary contained herein, the "Current Market Price" for purposes of this Agreement shall in no event be less than $3.00 per Common Share (subject to any adjustment for any stock splits, dividends, combination and similar events). (b) "PERSON" shall mean an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government agency or any agency or political subdivision thereof, or other entity. (c) "MATERIAL ADVERSE EFFECT" shall mean, when used with respect to any representation, an occurrence, event or condition that individually or in the aggregate is reasonably likely to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (d) "STOCK PURCHASE EVENT" shall mean each of the following: (i) with respect to each Noteholder and the 12% Notes held by such Noteholder, Gratis1 shall, on the Maturity Date (as defined in the Note Purchase Agreement), default in the payment of any principal of or interest on such 12% Notes then due and payable; or (ii) if Gratis1 shall (A) discontinue its business, (B) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its property, (C) make a general assignment for the benefit of creditors, or (D) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors, or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation laws or statutes, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; or (iii) there shall be filed against Gratis1 an involuntary petition seeking reorganization of Gratis1 or the appointment of a receiver, trustee, custodian or liquidator of Gratis1 or a substantial part of its assets, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect (any of the foregoing petitions being hereinafter referred to as an "INVOLUNTARY PETITION") and such Involuntary Petition shall not have been dismissed within sixty (60) days after it was filed. Section 4.12. LEGENDS. It is understood that the certificates evidencing the Exchange Shares will bear the legends set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES,

9 AND THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS. The legend set forth in the immediately preceding paragraph above shall be removed by the Company from any certificate evidencing Exchange Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Exchange Shares. Section 4.13. WAIVER OF JURY TRIAL. Each of the Company and the Noteholders hereby waives all right to trial by jury in any action, proceeding or counterclaim with respect to, in connection with, or arising out of the transactions contemplated by this Agreement or any document or instrument delivered hereunder. ANY SUCH PERSON MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

10 IN WITNESS WHEREOF, the Company and the Noteholders have executed this Agreement as of the day and year first above written. STARMEDIA NETWORK, INC. By: Name:

Title: CHASE EQUITY ASSOCIATES, LP By: CHASE CAPITAL PARTNERS, as Investment Manager By: Name:

Title: THE FLATIRON FUND 2000 LLC By: Name:

Title: FLATIRON ASSOCIATES II LLC By: Name:

Title:

SCHEDULE I NOTEHOLDERS NAME AND ADDRESS: Chase Equity Associates, LP c/o Chase Capital Partners 1221 Avenue of the Americas 40th Floor New York, New York 10022 Telephone: (212) 899-3470 Telecopy: (212) 899-3528 Attention: Susan Segal The Flatiron Fund 2000 LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson Flatiron Associates II LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson

Exhibit 10.33 PUT AND CALL AGREEMENT among STARMEDIA NETWORK, INC. and THE SEVERAL NOTEHOLDERS NAMED IN SCHEDULE I HERETO Dated as of September 28, 2000 THIS AGREEMENT AND THE RIGHTS TO ACQUIRE (THE "RIGHTS") THE SHARES OF COMMON STOCK, PAR VALUE, $0.001 PER SHARE, OF STARMEDIA NETWORK, INC. PURSUANT TO THIS AGREEMENT (OR ANY OTHER SECURITY ISSUED IN SUBSTITUTION OF SUCH SHARES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE RIGHTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE RIGHTS MAY REQUIRE AN OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS.

TABLE OF CONTENTS

ARTICLE I PUT AND CALL OF GRATIS1 NOTES AND GRATIS1 WARRANTS Section Section Section Section Section 1.1. 1.2. 1.3. 1.4. 1.5 Put and Call of the Gratis1 Notes Upon a Negotiated Change of Control.......... Put and Call of the Gratis1 Notes Upon a Hostile Change of Control............. Put or Call of Portion of Gratis1 Note......................................... Closing........................................................................ Non-Discriminatory Treatment................................................... ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section Section Section Section 2.1. 2.2. 2.3. 2.4. Organization, Qualifications and Corporate Power............................... Authorization of Agreements, Etc............................................... Validity....................................................................... SEC Reports.................................................................... ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Section Section Section Section Section Section 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. Corporate Power, Authorization, Validity....................................... Accredited Investor............................................................ Experience..................................................................... Access to Data................................................................. Investment..................................................................... Restricted Securities.......................................................... ARTICLE IV MISCELLANEOUS Section Section Section Section Section Section Section Section 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. Expenses....................................................................... Survival of Agreements......................................................... Successors and Assigns......................................................... Notices........................................................................ Governing Law; Jurisdiction.................................................... Entire Agreement............................................................... Counterparts................................................................... Amendments.....................................................................

i

TABLE OF CONTENTS (continued)

Section Section Section Section Section Section

4.9. 4.10. 4.11. 4.12. 4.13. 4.14.

Severability................................................................... Titles and Subtitles........................................................... Certain Defined Terms.......................................................... Legends........................................................................ WAIVER OF JURY TRIAL........................................................... Expiration of Options..........................................................

1 1 1

SCHEDULE I

Noteholders

ii

PUT AND CALL AGREEMENT, dated as of September 26, 2000 (this "AGREEMENT"), by and among STARMEDIA NETWORK, INC., a Delaware corporation (the "COMPANY"), and the several noteholders named in the attached Schedule I (individually a "NOTEHOLDER" and collectively the "Noteholders"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in Section 4.11 of this Agreement. WHEREAS, pursuant to [the Note and Warrant Purchase Agreement, dated as of July 18, 2000 (as amended or modified from time to time, the "NOTE PURCHASE AGREEMENT"), among Gratis1, Inc., a Delaware corporation ("Gratis1"), and the Purchasers listed in Annex I thereto,] the Noteholders, along with the other Purchasers, have agreed to purchase from Gratis1 from time to time those certain 12% Convertible Promissory Notes in the aggregate principal amount of up to $16,000,000 (collectively, the "12% NOTES") on the terms and conditions contained therein; WHEREAS, the Company owns a majority of the outstanding capital stock of Gratis1 and will derive substantial direct and indirect benefits from the transactions contemplated by the Note Purchase Agreement; and WHEREAS, in order to induce the Noteholders to purchase from Gratis1 from time to time, on or after the date of this Agreement, 12% Notes in the aggregate principal amount of up to $7,000,000 (collectively, the "GRATIS1 NOTES"), the Company has agreed, on the terms and conditions contained herein, to purchase the Gratis1 Notes from the Noteholders in consideration for a certain number of shares of the Company's Common Stock, $0.001 par value per share, to be issued by the Company to the Noteholders (the "COMMON SHARES") or such other assets or property in lieu of such Common Shares as provided in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows: ARTICLE I PUT AND CALL OF GRATIS1 NOTES AND GRATIS1 WARRANTS Section 1.1. PUT AND CALL OF THE GRATIS1 NOTES UPON A NEGOTIATED CHANGE OF CONTROL. (a) Not less than 12 Business Days prior to the proposed date for the consummation of a Negotiated Change in Control, the Company shall send a written notice (the "NOTICE OF NEGOTIATED CHANGE IN CONTROL") to each of the Noteholders stating that a Negotiated Change of Control is scheduled to occur and setting forth the proposed date of such Negotiated Change of Control and the terms of any agreements with respect to such Negotiated Change of Control. Each Noteholder may, by written notice to the Company on or before the date that is 5 Business Days after its receipt of the Notice of Negotiated Change in Control (the "NEGOTIATED CHANGE IN CONTROL PUT NOTICE"), require the Company to purchase all or any portion of the Gratis1 Notes held by such Noteholder. Any such purchase shall be effected by the Company paying to such Noteholder the Note Purchase Price for each such Gratis1 Note designated by such Noteholder in

2 the Negotiated Change of Control Put Notice, on the date on which such Negotiated Change in Control shall be consummated (the "NEGOTIATED CHANGE OF CONTROL CLOSING DATE"). (b) If any Noteholder fails to deliver a Negotiated Change in Control Put Notice with respect to any Gratis1 Note pursuant to Section 1.1(a) above, then the Company may, by written notice to such Noteholder not less than 5 Business Days prior to the proposed date for such Negotiated Change of Control (the "NEGOTIATED CHANGE IN CONTROL CALL NOTICE"), require such Noteholder to sell to the Company all or any portion of the Gratis1 Notes held by such Noteholder. Any such purchase shall be effected by the Company paying to such Noteholder the Note Purchase Price for each such Gratis1 Note on the Negotiated Change of Control Closing Date. (c) In the event that the terms of the Negotiated Change in Control set forth in the Notice of Negotiated Change of Control change in any material respect, the Company shall send out a new notice and the Noteholders shall have a period equal to the greater of 5 days or 3 Business Days from the date of such new Notice of Negotiated Change in Control (i) to exercise their option to cause the Company to purchase their Gratis1 Notes or (ii) in the event any such Noteholder has previously elected to exercise its option, to rescind such election, provided, however, that if such period expires other than on a Business Day, the period shall be extended to the next occurring Business Day. Section 1.2. PUT AND CALL OF THE GRATIS1 NOTES UPON A HOSTILE CHANGE OF CONTROL. (a) Upon the occurrence of a Hostile Change in Control, the Company shall promptly upon obtaining actual knowledge of such Change in Control, send a written notice (the "NOTICE OF A HOSTILE CHANGE OF CONTROL") to each of the Noteholders stating that a Hostile Change in Control has occurred. Each Noteholder may, by written notice (the "HOSTILE CHANGE IN CONTROL PUT NOTICE") to the Company on or before the date that is 5 Business Days after its receipt of the Notice of a Hostile Change in Control, require the Company to purchase all or any portion of the Gratis1 Notes held by such Noteholder. Any such purchase shall be effected by the Company paying to such Noteholder, the Note Purchase Price for each such Gratis1 Note, on the date which is the 5th day following the date of the Hostile Change in Control Put Notice, or, if such day is not a Business Day, on the next following Business Day (the "PUT CLOSING DATE"). (b) If any Noteholder fails to deliver a Hostile Change in Control Put Notice with respect to any Gratis1 Note pursuant to Section 1.2(a) above, then the Company may, by written notice (the "HOSTILE CHANGE IN CONTROL CALL NOTICE") to such Noteholder within 10 Business Days after the date of the Notice of a Hostile Change in Control, require such Noteholder to sell to the Company all or any portion of the Gratis1 Notes held by such Noteholder. Any such purchase shall be effected by the Company paying to such Noteholder the Note Purchase Price for each such Gratis1 Note, on the date which is the 5th day following the date of the Hostile Change in Control Call Notice, or, if such day is not a Business Day, on the next following Business Day (the "CALL CLOSING DATE"). Section 1.3. PUT OR CALL OF PORTION OF GRATIS1 NOTE. In the event a Noteholder or the Company desires to sell or purchase pursuant to Sections 1.1 and 1.2, as the case may be, only a

3 portion of the Gratis1 Notes of such Noteholder, Noteholder hereby agrees, that prior to any such sale or purchase, such Noteholder shall exchange its Gratis1 Note with Gratis1, for a Gratis1 Note in the principal amount (the "Purchased Portion") being sold or purchased pursuant to Sections 1.1 and 1.2 and a Gratis1 Note in the principal amount equal to the excess of the original Gratis1 Note over the Purchased Portion with respect to such Gratis1 Note. Section 1.4. CLOSING. (a) If a Put Notice or Call Notice is delivered, as the case may be, then the Company and the Noteholders shall proceed with the closings of the purchase of the Gratis1 Notes on the applicable Negotiated Change of Control Closing Date, Put Closing Date or Call Closing Date, as the case may be (individually, a "CLOSING" and collectively the "CLOSINGS"). Each Closing shall take place at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004, at 10:00 a.m., New York time, on the applicable Negotiated Change of Control Closing Date, Put Closing Date or Call Closing Date, as the case may be, or at such other date and time as may be agreed upon between the applicable Noteholder and the Company (each such date of a Closing being referred to herein as a "CLOSING DATE"). (b) At each Closing, the applicable Noteholder shall deliver to the Company the original Gratis1 Notes held by such Noteholder, free and clear of all liens and encumbrances, duly endorsed to the Company or accompanied by a duly executed instrument of transfer, together with the Noteholder Payment Amount applicable to such Noteholder. As payment in full for such Gratis1 Notes being purchased by it on a Closing Date under this Agreement, and against delivery of the original Gratis1 Notes as aforesaid and Noteholder Payment Amount on such Closing Date, the Company shall pay to such Noteholder the Note Purchase Price. To the extent the Note Purchase Price includes securities, such securities will contain an applicable securities law legend substantially similar to the one set forth in Section 4.12. (c) (i) The obligation of the Company to purchase and pay for any Gratis1 Notes of any Noteholder on a Closing Date is, at its option, subject to the satisfaction, on or before such Closing Date, of the following conditions: (A) The offer and sale of the Exchange Shares (or any other securities issued in substitution thereof) to such Noteholder at such Closing pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all other applicable state securities laws. (B) Such Noteholder shall have delivered to the Company the original Gratis1 Note, in each case free and clear of all liens and encumbrances, duly endorsed to the Company or accompanied by a duly executed instrument of transfer and the Noteholder Payment Amount. (ii) The obligation of each Noteholder to deliver its Gratis1 Note to the Company is, at its option, subject to the satisfaction, on or before the appropriate Closing Date, of the following conditions:

4 (A) The Company shall have delivered to such Noteholder the Note Purchase Price specified for such Gratis1 Note. (B) The offer and sale of the Gratis1 Notes to the Company at such Closing pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all other applicable state securities Laws. (d) The Company shall not be obligated to purchase, and the Noteholders shall not be obligated to sell, any Gratis1 Notes to the extent that such purchase or sale would violate any law, rule or regulation applicable to the Company or the Noteholders or their respective businesses or assets, or subject any of the foregoing to any injunction or other equitable remedy of any court or government entity, PROVIDED, HOWEVER, that the Company or any Noteholder, as applicable, shall have used its commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered; PROVIDED FURTHER, HOWEVER, that if the Company or the Noteholder, as the case may be, shall be legally prevented from making such purchase or sale at any time, then the Company and the Noteholders, shall consummate the transactions contemplated hereby within 10 days of being legally permitted to do so. The Company and the Noteholders shall each use all reasonable efforts in cooperation with each other to make promptly all filings, give all notices and secure all consents, approvals and waivers that may be required in connection with the purchase and sale of the Gratis1 Notes. Section 1.5. NON-DISCRIMINATORY TREATMENT. With respect to any Gratis1 Notes subject to a Call Notice or Put Notice, in connection with any Change in Control, the Company shall use its commercially reasonable efforts to cause the Noteholders to receive the same consideration (whether cash, securities or other rights and privileges) from such Change of Control as the other stockholders of the Company. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Noteholders that: Section 2.1. ORGANIZATION, QUALIFICATIONS AND CORPORATE POWER. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for such failures to be so qualified and in good standing which would not have a Material Adverse Effect. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted and to execute, deliver and perform this Agreement.

5 Section 2.2. AUTHORIZATION OF AGREEMENTS, ETC. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the purchase of the Gratis1 Notes pursuant to this Agreement have been duly authorized by all requisite corporate action on the part of the Company, and do not violate (i) any provision of existing law (assuming that the representations and warranties of the Noteholders contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6 are true and correct), (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws of the Company, or (iv) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever (each a "LIEN") upon any of the Company's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of the Company, except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches, defaults, or Liens which do not and could not reasonably be expected to have a Material Adverse Effect. Section 2.3. VALIDITY. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 2.4. SEC REPORTS. The Company has made available to the Noteholders the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000 and June 30, 2000 (collectively, the "SEC REPORTS"). The SEC Reports, as of the date of filing thereof with the Securities and Exchange Commission (or if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS Each Noteholder, severally and not jointly, represents and warrants to the Company that: Section 3.1. CORPORATE POWER, AUTHORIZATION, VALIDITY. Such Noteholder has the requisite power and authority to execute, deliver and perform this Agreement. The execution and delivery by such Noteholder of this Agreement, the performance by such Noteholder of its

6 obligations hereunder, and the sale of the Gratis1 Notes held by such Noteholder pursuant to the terms of this Agreement, have been duly authorized by all requisite action (corporate or otherwise) on the part of such Noteholder and do not violate (i) any provision of existing law, (ii) any existing order of any court or other agency of government, (iii) the certificate of incorporation or by-laws (or similar governing instruments with different names) of such Noteholder, or (iv) any provision of any indenture, agreement or other instrument to which such Noteholder or any of its properties or assets is currently bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both), a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any such Noteholder's assets under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the properties or assets of such Noteholder except, with respect to the foregoing clause (iv) only, for such violations, conflicts, breaches, defaults or Liens which do not and could not reasonably be expected to have a material adverse effect on the ability of such Noteholder to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Noteholder and constitutes the legal, valid and binding obligation of such Noteholder, enforceable against such Noteholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditors' rights generally and subject to general principles of equity (including possible unavailability of specific performance or injunctive relief and the general discretion of the court considering the matter), regardless of whether enforceability is considered in a proceeding in equity or at law. Section 3.2. ACCREDITED INVESTOR. Such Noteholder is an "ACCREDITED INVESTOR" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and was not organized for the specific purpose of acquiring the Exchange Shares (or any other securities issued in substitution thereof). Section 3.3. EXPERIENCE. Such Noteholder has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. Section 3.4. ACCESS TO DATA. Such Noteholder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. Section 3.5. INVESTMENT. Any securities that are issued to such Noteholder pursuant to this Agreement will be acquired for its own account, not as a nominee or agent, for the purpose of investment and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities laws. Such Noteholder understands that (i) any such securities may not have been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) such securities may have to be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) such securities shall bear the legend to

7 this effect as such legend is set forth in Section 4.12 hereof, and (iv) the Company will make a notation on its transfer books to that effect. Section 3.6. RESTRICTED SECURITIES. Such Noteholder understands that the Exchange Shares (or any other securities issued in substitution thereof) may be characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company or other applicable person in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Noteholder represents that such Noteholder is familiar with Rules 144 and 144A of the Securities and Exchange Commission, as presently in effect, and understands that the Company is under no obligation to register any of the securities issued hereunder. ARTICLE IV MISCELLANEOUS Section 4.1. EXPENSES. Each party hereto will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. Section 4.2. SURVIVAL OF AGREEMENTS. All covenants, agreements, representations and warranties made in this Agreement shall survive (and not be affected by) any Closing. Section 4.3. SUCCESSORS AND ASSIGNS. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; PROVIDED, HOWEVER, that no Noteholder may transfer or assign any of its rights or obligations under this Agreement in violation of applicable securities law and unless the Company is given written notice by such Noteholder and its assignee of such transfer or assignment and any such assignee shall, as a condition to such transfer or assignment, execute and deliver to the Company a written instrument, in form and substance acceptable to the Company, by which such assignee (i) represents that such transfer or assignment is exempt from the registration requirements of the Securities Act, (ii) agrees to become, and be bound by the obligations of, and entitled to the benefits of, a Noteholder under this Agreement; and (iii) such assignee shall make representations and warranties comparable to those contained in Article III hereof; and PROVIDED FURTHER, HOWEVER, that the Company may not assign its rights or obligations hereunder without the prior written consent of the Noteholders. Section 4.4. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, addressed as follows: (a) if to the Company, to it at StarMedia Network, Inc. 75 Varick Street, New York, New York 10013, Attention: General Counsel, with a copy to Kenneth

8 Lefkowitz, Esq., Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004; and (b) if to any Noteholder, at the address of such Noteholder set forth in Schedule I, with a copy to Michael J. O'Brien, Esq., O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New York, New York 10112; or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. Section 4.5. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the Company and the Noteholders irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, and the appellate courts therefrom, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Company and the Noteholders further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 4.4 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 4.5. Each of the Company and the Noteholders agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Section 4.6. ENTIRE AGREEMENT. This Agreement, including the Schedule hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties, except any prior agreements relating to confidentiality of disclosed information. The Schedule hereto is hereby incorporated herein by reference. Section 4.7. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 4.8. AMENDMENTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Noteholders. Section 4.9. SEVERABILITY. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. Section 4.10. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

9 Section 4.11. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). (a) "ACCRUED INTEREST" shall mean, on any Closing Date with respect to a Gratis1 Note, the accrued and unpaid interest on such Gratis1 Note as of such Closing Date. (b) "BUSINESS DAY" shall mean any day that is not a Saturday, Sunday, or legal holiday in the State of New York. (c) "CALL NOTICE" shall mean either a Hostile Change in Control Call Notice or a Negotiated Change in Control Call Notice (d) A "CHANGE IN CONTROL" shall be deemed to occur on: (1) the date that any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), other than the Company and its Subsidiaries as determined immediately prior to that date or an employee benefit plan of the Company or its Subsidiaries, has become the beneficial owner, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the Exchange Act) of securities of the Company representing more than 50% of the total combined voting power of all classes of stock of the Company having the right under ordinary circumstances to vote at an election of the Board of Directors of the Company (the "BOARD"); (2) the date on which any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of the Exchange Act (provided that neither the Company nor any of its Subsidiaries as determined immediately prior to that date, nor an employee benefit plan of the Company or its Subsidiaries shall be deemed such a person or group), elects a majority of the members of the Board of Directors of the Company; (3) the date of consummation of the merger or consolidation of the Company with another corporation where (i) the stockholders of the Company, immediately prior to the merger or consolidation, would not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of the surviving corporation would be entitled in the election of directors, or (ii) the members of the Board, immediately prior to the merger or consolidation, would not, immediately after the merger or consolidation, constitute a majority of the board of directors of the surviving corporation; or (4) the date on which the Company consummates a sale of all or substantially all of its assets determined on a consolidated basis.

10 (e) "CURRENT MARKET PRICE" shall mean the average of the reported last sales prices of a Common Share for the five consecutive Trading Days before the date of the applicable Put Notice or Call Notice, as the case may be. The reported last sales price of a Common Share for each Trading Day shall be: (i) the reported last sales price as reported on the National Market tier of The Nasdaq Stock Market; or (ii) if the Common Shares are not listed or admitted to trading on the National Market tier of the Nasdaq Stock Market at such time, in the principal consolidated or composite transaction reporting system on the principal national securities exchange on which the Common Shares are listed or admitted to trading; or (iii) if the Common Shares are not quoted on such National Market tier or any national securities exchange, the average of the highest bid and lowest asked prices on such day as reported on The Nasdaq Stock Market. Notwithstanding anything to the contrary contained herein, the "Current Market Price" for purposes of this Agreement shall in no event be less than $7.00 per Common Share (subject to any adjustment for any stocksplits, dividends, combination and similar events). (f) "EXCHANGE SHARES" shall mean the Common Shares (or other securities issued in substitution thereof) issued to the Noteholders pursuant to Section 1.1(a) or 1.1(b) hereof. (g) "HOSTILE CHANGE IN CONTROL" shall mean a Change in Control resulting from any transaction, event or agreement to which the Company has not consented and which has not been approved by the Board of Directors of the Company as constituted immediately prior to that Change of Control. (h) "MATERIAL ADVERSE EFFECT" shall mean, when used with respect to any representation, an occurrence, event or condition that individually or in the aggregate is reasonably likely to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. (i) "NEGOTIATED CHANGE IN CONTROL" shall mean a Change in Control resulting from a transaction, event or agreement negotiated by the Company with any person and approved by the Board of Directors of the Company. (j) "NOTE PURCHASE PRICE" shall mean, on any Closing Date with respect to a Gratis1 Note held by any Noteholder (i) in the event of a Change in Control pursuant to clause (3) of the definition of "Change in Control", the Post-Merger Consideration with respect to such Gratis1 Note or (ii) in all other circumstances, such number of Common Shares equal to the quotient of (x) the sum of (A) the outstanding principal amount of such Gratis1 Note, (B) Accrued Interest with respect to such Gratis1 Note and (C) the Premium due with respect to such Gratis1 Note DIVIDED BY (y) the Current Market Price, in each case as of such Closing Date. (k) "NOTEHOLDER PAYMENT AMOUNT" shall mean, on any Closing Date with respect to any Gratis1 Note, an amount equal to the product of (x) the par value of any Exchange Shares (or any other securities issued in substitution of such shares) received

11 by such Noteholder multiplied by (y) the number of Exchange Shares (or other securities issued in substitution of such shares) to be issued to such Noteholder hereunder on such Closing Date with respect to such Gratis1 Note. (l) "PERSON" shall mean an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government agency or any agency or political subdivision thereof, or other entity. (m) "POST-MERGER CONSIDERATION" shall mean, with respect to a Gratis1 Note held by any Noteholder, in the event of a Change in Control under clause (3) of such definition (A) relating to any sale or purchase pursuant to Section 1.1 in which the consideration to be received by the holders of Common Stock in connection with such Change in Control consists solely of cash, the outstanding principal amount of such Gratis1 Note, plus the Accrued Interest with respect to such Gratis 1 Note, plus the Premium with respect to such Gratis1 Note and (B) in all other cases, such securities of the surviving entity (and/or, if applicable, cash or other property) that such Noteholder would have received if, immediately prior to such Change in Control, such Noteholder held the number of Common Shares attributable to the Note Purchase Price as determined in accordance with clause (ii) of the definition of "Note Purchase Price". (n) "PREMIUM" shall mean, on any Closing Date with respect to any Gratis1 Note, the excess of (x) the amount of interest that such Gratis1 Note would have accrued from the date of issuance thereof to such Closing Date if the interest rate on such Gratis1 Note was 25% per annum over (y) the amount of interest actually accrued on such Gratis1 Note from the date of issuance thereof to such Closing Date. (o) "PUT NOTICE" shall mean either a Hostile Change in Control Put Notice or a Negotiated Change in Control Put Notice. (p) "TRADING DAY" shall mean a day on which each national securities exchange on which the Common Shares are listed and The Nasdaq Stock Market are open for business, PROVIDED that if no sales of Common Shares take place on such day on the relevant exchange or stock market determined hereunder, such day shall not be a Trading Day. Section 4.12. LEGENDS. It is understood that the certificates evidencing the Exchange Shares will the legends set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF APPLICABLE. THE COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER ASSURANCE IN FORM AND SUBSTANCE

12 SATISFACTORY TO IT AS TO COMPLIANCE WITH, OR EXEMPTION FROM, SUCH ACT AND LAWS. The legend set forth in the immediately preceding paragraph above shall be removed by the Company or other applicable person from any certificate evidencing Exchange Shares upon delivery to the Company or other applicable person of an opinion by counsel, reasonably satisfactory to the Company or other applicable person, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company or other applicable person issued the Exchange Shares. Section 4.13. WAIVER OF JURY TRIAL. Each of the Company and the Noteholders hereby waives all right to trial by jury in any action, proceeding or counterclaim with respect to, in connection with, or arising out of the transactions contemplated by this Agreement or any document or instrument delivered hereunder. ANY SUCH PERSON MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Section 4.14. EXPIRATION OF OPTIONS. The rights of a Noteholder to cause the Company to purchase, and the right of the Company to cause the Noteholders to sell, such Noteholder's Gratis1 Note, shall expire on September 26, 2002. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

13 IN WITNESS WHEREOF, the Company and the Noteholders have executed this Agreement as of the day and year first above written. STARMEDIA NETWORK, INC. By: Name:

Title: CHASE EQUITY ASSOCIATES, LP By: CHASE CAPITAL PARTNERS, as Investment Manager By: Name:

Title: THE FLATIRON FUND 2000 LLC By: Name:

Title: FLATIRON ASSOCIATES II LLC By: Name:

Title:

SCHEDULE I NOTEHOLDERS NAME AND ADDRESS: Chase Equity Associates, LP c/o Chase Capital Partners 1221 Avenue of the Americas 40th Floor New York, New York 10022 Telephone: (212) 899-3470 Telecopy: (212) 899-3528 Attention: Susan Segal The Flatiron Fund 2000 LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson Flatiron Associates II LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson

EXHIBIT 10.34 AMENDMENT NO. 1, dated as of December 29, 2000 (the "AMENDMENT"), to the Put and Call Agreement, dated as of September 26, 2000 (this "AGREEMENT"), by and among STARMEDIA NETWORK, INC., a Delaware corporation (the "COMPANY"), and the several noteholders named in the attached Schedule I (individually a "NOTEHOLDER" and collectively the "NOTEHOLDERS"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Agreement. WHEREAS, the Noteholders have purchased from Gratis1, Inc., a Delaware corporation ("GRATIS1"), those certain 12% Convertible Promissory Notes in the aggregate principal amount of up to $16,000,000 (collectively, the "12% NOTES"); WHEREAS, pursuant to the Agreement the Company has agreed to purchase 12% Notes in the aggregate principal amount of up to $7,000,000 (collectively, the "GRATIS1 NOTES") in consideration for a certain number of shares of the Company's Common Stock, $0.001 par value per share, to be issued by the Company to the Noteholders (the "COMMON SHARES") or such other assets or property in lieu of such Common Shares as provided in this Agreement; WHEREAS, the Noteholers desire to be able to convert Gratis1 Notes to shares of Gratis1 capital stock pursuant to and in accordance with the terms and conditions set forth in such Notes (such shares acquired upon conversion of 12% Notes being referred to herein as the "CONVERSION SHARES") and to be able to purchase Common Shares with such Conversion Shares as though the Gratis1 Notes with which they were acquired had not been converted; WHEREAS, the Company will derive substantial direct and indirect benefits from the conversion of Gratis1 Notes into Conversion Shares; WHEREAS, in order to induce the Noteholders to convert Gratis1 Notes into Conversion Shares, the Company desires to amend the Agreement to permit the Company to purchase Conversion Shares from the Noteholders in consideration for the issuance of Common Shares substantially on the terms and conditions set forth in the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment, the parties hereby agree to amend the Agreement as follows: Section 1. AMENDMENT. Effective as of the date of the Agreement, (i) the definition of "Gratis1 Notes" shall be deemed to include all Conversion Shares acquired by any Noteholder pursuant to the terms and conditions of the Gratis1 Notes and (ii) all terms and conditions relating the purchase and sale of Gratis1 Notes in consideration for Common Shares shall apply, MUTATIS MUTANDIS, to the purchase and sale of Conversion Shares except that: (a) "NOTE PURCHASE PRICE" shall mean, on any Closing Date with respect to a Conversion Share held by any Noteholder, (i) in the event of a Change in Control pursuant to clause (3) of the definition of "Change in Control", the Post-Merger

2 Consideration with respect to such Conversion Share or (ii) in all other circumstances, such number of Common Shares equal to the quotient of (x) the sum of (A) the US1.00 and (B) the Premium due with respect to such Conversion Share DIVIDED BY (y) the Current Market Price, in each case as of such Closing Date; (b) "NOTEHOLDER PAYMENT AMOUNT" shall mean, on any Closing Date with respect to any Conversion Share held by a Noteholder, an amount equal to the product of (x) the par value of any Exchange Shares (or any other securities issued in substitution of such shares) received by such Noteholder multiplied by (y) the number of Exchange Shares (or other securities issued in substitution of such shares) to be issued to such Noteholder under the Agreement on such Closing Date with respect to such Conversion Share. (b) "PREMIUM" on any Closing Date with respect to any Conversion Share shall be the sum of (x) US$1.00 multiplied by .13 per annum for the period extending from Applicable Issuance Date to the Applicable Conversion Date and (y) US$1.00 multiplied by .25 per annum for the period extending from the Conversion Date until the Closing Date. For purposes of the foregoing "APPLICABLE CONVERSION DATE" shall mean the date on which the Conversion Share in question was purchased through the conversion of a Gratis1 Note and the "APPLICABLE ISSUANCE DATE" shall mean the date that such Gratis1 Note was issued. Section 2. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Section 3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile counterpart signatures to this Amendment shall be acceptable. Section 4. EFFECTIVENESS OF AGREEMENT. Except as amended hereby, the Agreement shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3 IN WITNESS WHEREOF, the Company and the Noteholders have executed this Amendment to the Agreement as of the day and year first above written. STARMEDIA NETWORK, INC. By: Name:

Title: CHASE EQUITY ASSOCIATES, LP By: CHASE CAPITAL PARTNERS, as Investment Manager By: Name:

Title: THE FLATIRON FUND 2000 LLC By: Name:

Title: FLATIRON ASSOCIATES II LLC By: Name:

Title:

SCHEDULE I NOTEHOLDERS NAME AND ADDRESS: Chase Equity Associates, LP c/o Chase Capital Partners 1221 Avenue of the Americas 40th Floor New York, New York 10022 Telephone: (212) 899-3470 Telecopy: (212) 899-3528 Attention: Susan Segal The Flatiron Fund 2000 LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson Flatiron Associates II LLC c/o Flatiron Partners LLC 257 Park Avenue South 12th Floor New York, New York 10010 Telephone: (212) 228-3800 Telecopy: (212) 228-0552 Attention: Fred Wilson

Exhibit 21.1 STARMEDIA NETWORK, INC. State of Delaware LIST OF SUBSIDIARIES StarMedia Argentina Sociedad de Responsabilidad Limitada (SRL) Buenos Aires, Argentina StarMedia do Brasil LTDA. Sao Paulo, Brazil Servicios Interactivos Limitada, Santiago, Chile StarMedia Chile Limitada Santiago, Chile StarMedia Colombia Ltda., Sociedad de Responsabilidad Limitada Bogota, Colombia SMN de Mexico, Sociedad de Responsabilidad Limitada (S. de R.L.) Mexico City, Mexico AdNet S.A. de C.V. Mexico City, Mexico Latin Red, S.L. (formerly Wass Net, S.L.) Barcelona, Spain StarMedia Network Americas, Sociedad Anonima (S.A.) Montevideo, Uruguay StarMedia S.R.L. Caracas, Venezuela StarMedia Mobile (USA), Inc. Delaware StarMedia Mobile (BVI), Inc. British Virgin Islands

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-41962) pertaining to the StarMedia Network, Inc. 2000 Stock Incentive Plan and (Form S-8 No. 333-79255) pertaining to the 1997 Stock Option Plan, 1998 Stock Option Plan and 1999 Employee Stock Purchase Plan of StarMedia Network, Inc. of our reports dated February 16, 2001, with respect to the consolidated financial statements and schedule of StarMedia Network, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2000.
/s/ ERNST & YOUNG LLP New York, New York

March 28, 2001