Exhibit 10.35

                                      April 19, 2002


         I, Enrique Narciso hereby tender my resignation as an officer and
director of StarMedia Network, Inc. Such resignation shall be effective
immediately. In connection with my resignation, the Company and I have agreed as
follows:

         o        The Company shall provide me with a lump sum cash payment of
                  $75,000, less legally required deductions. Such payment shall
                  be deposited with a mutually acceptable escrow agent no later
                  than close of business April 23, 2002. Provided that I have
                  otherwise complied with the terms and conditions set forth
                  below, such amount shall be delivered to me by such escrow
                  agent no later than April 29, 2002.
         o        I will retain possession of my laptop computer (provided that
                  not later than April 23, 2002 I will provide the laptop to the
                  Company for the purposes of making a copy of its hard drive
                  and will certify in writing that I have not deleted any files
                  therefrom since April 18, 2002).
         o        The Company will continue to pay for the health insurance
                  coverage currently being provided to me by the Company for a
                  period of twelve (12) months, which twelve (12) month period
                  shall end on April 30, 2003.
         o        The Company will allow me to use the Company cell phone and
                  cell service through May 31, 2002.
         o        The Company will allow me to remove all my personal
                  possessions from the Company.
         o        The Company and I agree that neither party nor the Company's
                  officers or directors will make any disparaging statements
                  about the other.
         o        I will cooperate with the Company in its transition to a new
                  management team, including but not limited to, contacting
                  current customers and venders of the Company and providing
                  such other assistance as the Company's President and/or COO
                  may reasonably request in connection with the transition.
         o        The Company and I will enter into a customary mutual release
                  with respect to all obligations between the parties other than
                  the enforcement of the terms described herein.
         o        The Company will continue to provide me D&O insurance as
                  described in my employment agreement.
         o        I will cooperate with the Company related to any third party
                  action against the Company. The Company will pay for any
                  expenses I incur related to



                  such cooperation, including but not limited to, reasonable
                  attorney fees and costs. In the event that I am contacted by
                  any third party to provide information about the Company in
                  connection with a threatened or pending investigation, claim
                  or lawsuit against the Company, I will promptly advise the
                  Company of the details of such contact and will not cooperate
                  with such party except to the extent otherwise required by
                  law.

         The parties agree to enter into and execute, no later than April 23,
2002, definitive agreements reflecting the foregoing and such other customary
terms and conditions as the parties may agree. However, the above terms and
conditions shall be binding upon the parties until such time as the definitive
agreements are prepared and executed.

         I further acknowledge and agree that the Company intends to file on
Form 8-K information about my resignation substantially in the form attached
hereto.

         If the foregoing comports with your understanding, please execute this
letter in the space provided below and return a copy to my attention.

                                   Sincerely,

                                   /s/ Enrique Narciso

                                   Enrique Narciso

Agreed to and accepted this
19 day of April, 2002


StarMedia Network, Inc.


By: /s/ Michael Hartman
   --------------------
Print Name: Michael Hartman
Title: General Counsel