10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

þ	ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2007
o	TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-22520

Terremark Worldwide, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	84-0873124
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

2601 S. Bayshore Drive, Miami, Florida 33133
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code:

(305) 856-3200

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.001 per share	NASDAQ Stock Market LLC
(Title of Class)	(Name of Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 CFR 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o      Accelerated Filer þ       Non-Accelerated Filer o

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2007 was approximately $376,396,000, based on the closing market price of the registrant’s common stock as reported on the Nasdaq Global Market. For purposes of the foregoing computation, all executive officers, directors and five percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers, directors or five percent beneficial owners are, in fact, affiliates of the registrant.

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of June 30, 2007 was 58,355,969.

EXPLANATORY NOTE

This Form 10-K/A amends and restates Part III, Item 10. Directors, Executive Officers and Corporate Governance, Item 11. Executive Compensation and Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13. Certain Relationships and Related Transactions, Item 14. Principal Accountant Fees and Services and Part IV, Item 15. Exhibits and Financial Statements of Terremark Worldwide Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, filed with the Securities and Exchange Commission on June 15, 2007.

Except for the matters described above, this amendment does not modify or update disclosure in, or exhibits to, the Annual Report on Form 10-K filed on June 15, 2007. Furthermore, except for the matters described above, this amendment does not change any previously reported financial results, nor does it reflect events occurring after the date on which we filed our Annual Report on Form 10-K. Any information not affected by this amendment is unchanged and reflects the disclosures made at the time we filed our Annual Report on Form 10-K. In this Form 10-K/A, the “Company,” “Terremark,” “we,” “us” and “our” refer to Terremark Worldwide, Inc. and its wholly owned subsidiaries.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers and directors and their ages as of June 14, 2007, are as follows:

Name	Age		Principal Position
Manuel D. Medina		54	Chairman of the Board, President and Chief Executive Officer
Joseph R. Wright, Jr		69	Vice Chairman of the Board
Guillermo Amore		68	Director
Timothy Elwes		71	Director
Antonio S. Fernandez		67	Director
Arthur L. Money		67	Director
Marvin S. Rosen		65	Director
Miguel J. Rosenfeld		57	Director
Rodolfo A. Ruiz		58	Director
Jamie Dos Santos		46	Chief Marketing Officer
John Neville		48	Senior Vice President — Sales
Jose A. Segrera		36	Chief Financial Officer
Marvin Wheeler		53	Chief Operations Officer
Adam T. Smith		35	Chief Legal Officer

Manuel D. Medina has served as our Chairman of the Board, President and Chief Executive Officer since April 28, 2000, the date that we merged with AmTec, and as that of Terremark since its founding in 1982. In addition, Mr. Medina is a managing partner of Communication Investors Group, one of our investors. Mr. Medina has been a director of Fusion Telecommunications International since December 14, 1998. Before founding Terremark, Mr. Medina, a certified public accountant, worked with PricewaterhouseCoopers LLP. Subsequently, he established and operated an independent financial and real estate consulting company. Mr. Medina earned a Bachelor of Science degree in Accounting from Florida Atlantic University in 1974.

Joseph R. Wright, Jr. has served as our Vice Chairman of the Board since April 28, 2000. In July 2006, Mr. Wright became the Chairman of the Board of Directors of Intelsat, Ltd. after their acquisition of PanAmSat, a global provider of satellite-based communications services. Mr. Wright served as the Chief Executive Officer of PanAmSat from August 2001 to July 2006. He was also a director of Scientific Games Corp. from 1997 to 2000. Mr. Wright served as Chairman of the Board of GRC International, Inc., a United States public company that provides technical information technology support to government and private entities. From 1995 to 2003, Mr. Wright also served as Co-Chairman of Baker & Taylor Holdings, Inc., an international book and video distribution company, and Vice Chairman of Jefferson Consulting Group, a Washington D.C. consulting firm. From 1989 to 1994, Mr. Wright served as Executive Vice President, Vice Chairman and Director of W.R. Grace & Co., an international chemicals and health care company, President of Grace Energy Corporation and Chairman of Grace Environmental Company. From 1982 to 1989, Mr. Wright held the positions of Director and Deputy Director of the Office of Management and Budget, The White House, and was a member of President Reagan’s cabinet. Before 1982, he served as Deputy Secretary, United States Department of Commerce, President of Citicorp Retail Services and Retail Consumer Services, held posts in the United States Department of Agriculture and the United States Department of Commerce, and was Vice President and Partner of Booz Allen & Hamilton, a management consulting firm.

Guillermo Amore has served as a member of our board of directors since February 2001. From August 2000 to February 2001, Mr. Amore served as the President and Chief Operating Officer of our wholly-owned subsidiary, Terremark Latin America, Inc., prior to which, he served as Chairman and Chief Executive Officer of Spectrum Telecommunications Corporation until its acquisition. Mr. Amore has nearly 35 years of telecommunications experience, much of it focused on the developing markets of Latin America and the Caribbean. During his tenure at

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GTE Corporation he built an extensive network of contacts in the region. These contacts served him well in business development and regulatory affairs during his stewardship of Grupo Isacell S.A. of Mexico and of Spectrum Telecommunications. Mr. Amore holds an MBA from Harvard University and a Bachelors degree in Science in Electrical Engineering from Pontificia Universidad Javeriana, Colombia.

Timothy Elwes has served as a member of our board of directors since April 2000. Mr. Elwes also served as a member of the board of directors of Timothy Elwes & Partners Ltd., a financial services company, between May 1978 and October 1994, the business of which was merged into Fidux Trust Co. Ltd. in December 1995. He has been a non-executive director of Partridge Fine Arts plc, a public company since 1989. Since December 2000 he has served as a director of Timothy Elwes & Partners Ltd., a financial services company.

Antonio S. Fernandez was elected to our Board Directors in September 2003. In 1970, Mr. Fernandez was a Systems Engineering Manager at Electronic Data Systems (EDS). In 1971, Mr. Fernandez joined duPont Glore Forgan as a Vice-President in Operations. In 1974, he joined Thomson McKinnon as Director of Operations and Treasurer. In 1979, he was Director of Operations and Treasurer at Oppenheimer & Co. Inc., where he also served as Chief Financial Officer from 1987 until 1994 and a member of the Board of Directors from 1991 until 1998. In 1991, Mr. Fernandez founded and headed the International Investment Banking Department at Oppenheimer & Co. and served in that capacity until 1999. Mr. Fernandez served on the Board of Banco Latinoamericano de Exportaciones from 1992 until 1999. He also served as Trustee of Mulhenberg College, PA from 1995 until 1998. Since June 2004 Mr. Fernandez has been a director of Spanish Broadcasting Systems, an operator of radio stations in the U.S. He graduated from Pace University, NY in 1968 with a B.B.A.

Arthur L. Money has served as a member of our board of directors since May 2003. Since September 2002, Mr. Money has been a member of the board of directors of SafeNet, a provider of Information Technology security solutions. From 1999 to 2001, Mr. Money was the Assistant Secretary of Defense (C3I) and Department of Defense CIO. Prior to this, Mr. Money served as the Assistant Secretary of the Air Force for Research, Development, and Acquisition, and was Vice President and Deputy General Manager of TRW. From 1989 to 1995, Mr. Money was President of ESL, Inc. He has received distinguished public service awards from the U.S. Department of Defense (Bronze Palm), the U.S. Air Force, and the U.S. Navy. He is currently President of ALM Consulting, specializing in command control and communications, intelligence, signal processing, and information processing. Mr. Money received his Master of Science Degree in Mechanical Engineering from the University of Santa Clara and his Bachelor of Science Degree in Mechanical Engineering from San Jose State University.

Marvin S. Rosen has served as a member of our board of directors since April 2000. Mr. Rosen is a co-founder and Chairman of the Board of Directors of Fusion Telecommunications International and served as its Vice Chairman from December 1998 to April 2000 and has served as its Chief Executive Officer since April 2000. Mr. Rosen is also of counsel to Greenberg Traurig, P.A., our corporate counsel. From September 1995 through January 1997, Mr. Rosen served as the Finance Chairman of the Democratic National Committee. Mr. Rosen has served on the Board of Directors of the Robert F. Kennedy Memorial since 1995 and Fusion Telecommunications International, Inc., since 1997, where he has also been Vice-Chairman since December 1998. Mr. Rosen received his Bachelor of Science degree in Commerce from the University of Virginia, his LL.B. from Dickinson School of Law and his LL.M. in Corporations from New York University Law School. See “Certain Relationships and Related Transactions.”

Miguel J. Rosenfeld has served as a member of our board of directors since April 2000. Since November 1991, he has served as a Senior Vice President of Delia Feallo Productions, Inc., where he has been responsible for the development of soap opera productions in Latin America. From January 1995 until May 1998, he was the Director of Affiliates and Cable for Latin America for Protele, a division of Televisa International LLC. From December 1984 until September 1998, he was a sales manager for Capitalvision International Corporation. Mr. Rosenfeld holds a Bachelor of Arts degree in Administration from the University of Buenos Aires which he earned in 1975.

Rodolfo A. Ruiz has served as a member of our Board of Directors since July 2003. Since 2004, Mr. Ruiz has served as Executive Vice President — Spirits for Southern Wine and Spirits of America, Inc. From 1999 to 2003, Mr. Ruiz has held a series of senior management positions within the Bacardi organization since 1979, inclusive of having served as President and CEO of Bacardi Global Brands, President and CEO of Bacardi Asia/Pacific Region, and several senior executive sales, marketing, financial and operations positions within Bacardi USA. Prior to

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joining Bacardi, from 1966 to 1979, Mr. Ruiz, in his capacity as a certified public accountant, served as a Senior Auditor, Senior Internal Auditor, and Audit Manager with Price Waterhouse & Co. for a wide variety of public and private clients and projects in the United States and Mexico, as well as throughout Latin America, interspersed by a term, from 1973 to 1975, with International Basic Economy Corp, otherwise known as IBEC/Rockefeller Group. Mr. Ruiz holds a Bachelor of Business degree from the University of Puerto Rico.

Jamie Dos Santos has served as the President of Terremark Federal Group, a 100% owned subsidiary, since July 2005. Ms. Dos Santos previously served as our Chief Marketing Officer from March 2003 to July 2005. From April 2001 to March 2003, Ms. Dos Santos served as our Senior Vice President Global Sales. From 1981 to April 2001, Ms. Dos Santos worked with the Bell System. Ms. Dos Santos held various positions during her tenure with Telcordia/ Bell Systems including Director of Professional Services Latin America and Regional Account Director. She started her career as a Business Service Representative. Ms. Dos Santos attended the University of Florida and Bellcore’s elite Technical training curriculum receiving various degrees in telecommunications.

John Neville has served as our Senior Vice President — Sales since June 2005. Previously, from September 2003 to April 2005, he served as Executive Vice President of Sales and Business Development for Arsenal Digital Solutions Worldwide, Inc. Mr. Neville has held various senior level positions within the Telecommunications industry including Major Account Vice President for Nortel Networks from 1999 to 2003 and Vice President of Market Management and Enterprise Sale for Verizon Communications (formerly NYNEX/Bell Atlantic) from 1994 to 1999. Mr. Neville received his BBA from Southern Methodist University and attended the Executive program at University of Virginia, Darden School of Business. On July 6, 2007, Mr. Neville resigned as our Senior Vice President — Sales.

Jose A. Segrera has served as our Chief Financial Officer since September 2001. From September 2000 to June 2001, Mr. Segrera served as our Vice President — Finance. From January 2000 to September 2000, Mr. Segrera served as the interim Chief Financial Officer of FirstCom Corporation. From June 1996 to November 1997, Mr. Segrera was a manager in the assurance practice at KPMG Peat Marwick LLP. Mr. Segrera received his Bachelor in Business Administration and his Masters in Professional Accounting from the University of Miami.

Marvin Wheeler has served as our Chief Operations Officer since November 2003. Previously, he served as our Senior Vice President, Worldwide Operations since March 2003. From March 2001 to March 2003, Mr. Wheeler served as Senior Vice President of Operations and General Manager of the NAP of the Americas. From June 1978 to March 2000, Mr. Wheeler managed the Data Center and WAN/LAN Operations for BellSouth, Mr. Wheeler graduated from the University of Florida, where he earned a degree in Business Administration with a concentration in marketing.

Adam T. Smith has served as our Chief Legal Officer since November 2006. From May 2005 to November 2006, Mr. Smith served as our SVP Deputy General Counsel, and from February 2004 to April 2005 as our VP Assistant General Counsel. From April 2000 to January 2004, Mr. Smith led the Electronic Commerce & Technology law practice for the Miami office of Adorno Yoss LLP, as well as focused on domestic and international corporate transactions, venture capital, and corporate securities. Prior to April 2000, Mr. Smith worked in Washington, D.C., where he was responsible for the review of the legal issues surrounding the Internet aspects of the proposed Sprint/Worldcom merger, and gained federal government experience as an honors intern in the Office of the Secretary of Defense, as well as the Department of State (U.S. Embassy/Santiago, Chile), Office of the Deputy Attorney General, and U.S. House of Representatives International Relations Committee. Mr. Smith received his Juris Doctor from the University of Miami School of Law and his Bachelor of Arts from Tufts University. Mr. Smith is a member of the bar of the State of Florida and the United States District Court for the Southern District of Florida.

CORPORATE GOVERNANCE

The following does not constitute soliciting material and should not be deemed filed or incorporated by reference in any other filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Our business and affairs are managed under the direction of our board of directors, except with respect to those matters reserved for our stockholders. Our board of directors establishes our overall corporate policies, reviews the

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performance of our senior management in executing our business strategy and managing our day-to-day operations, acts as an advisor to our senior management and reviews our long-term strategic plans. Our board’s mission is to further the long-term interests of our stockholders. Members of our board of directors are kept informed of our business through discussions with our management, primarily at meetings of the board of directors and its committees, and through reports and analyses presented to them. The board and each of its committees — audit and compensation — also have the authority to retain, at our expense, outside counsel, consultants or other advisors in the performance of their duties.

Our board of directors held a total of ten meetings and took no actions by written consent during the fiscal year ended March 31, 2007. Each director except Messrs. Money, Rosen, Ruiz and Wright attended at least 75% of the total number of fiscal year 2007 meetings of our board and committees on which he served. We have no formal policy regarding attendance by our directors at our annual stockholder meetings, although we encourage this attendance and most of our directors have historically attended these meetings. Our officers are elected annually by our board of directors and serve at the discretion of the board. Our directors hold office until the expiration of their term or until their successors have been duly elected and qualified.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics that is applicable to all employees and directors. Additionally, we maintain a Code of Ethics that is applicable to our Chief Executive Officer and Senior Financial Officers. These codes require continued observance of high ethical standards such as honesty, integrity and compliance with the law in the conduct of our business. The Code of Ethics for our Chief Executive Officer and Senior Financial Officers is publicly available on our website at www.terremark.com under “Investor Relations”. We intend to post on our website amendments to or waivers from our Code of Ethics. Violations under either code of conduct must be reported to the Audit Committee. These materials may also be requested in print by writing to the Director of Investor Relations at Terremark Worldwide, Inc., 2601 S. Bayshore Drive, Miami, Florida 33133.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10 percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and greater than 10 percent shareholders are required by the rules and regulations of the Securities and Exchange Commission to furnish to us copies of all Section 16(a) forms they file.

To management’s knowledge, based solely on review of the copies of these reports furnished and representations that no other reports were required, during the fiscal year ended March 31, 2007, all Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than 10 percent beneficial owners were in compliance.

Communications Between Stockholders and the Board

Stockholders or other interested parties wishing to communicate with our board of directors should submit any communications in writing to the Board of Directors at Terremark Worldwide, Inc., 2601 S. Bayshore Drive, Miami, Florida 33133. If a stockholder would like the letter to be forwarded directly to the Chairman of the Board or to one of the Chairmen of the three standing committees, he or she should so indicate. If no specific direction is indicated, the Secretary will review the letter and forward it to the appropriate member of our board of directors.

Nominations for Directors

Our board of directors does not have a standing nominating committee. Our independent directors act as a nominating committee for the annual selection of our nominees for election as directors. Each of our independent directors meets the definition of “independent” under the listing standards of the NASDAQ.

In evaluating candidates for nomination to the Board of Directors, the independent directors are to take into account the applicable requirements for directors under the NASDAQ rules. The independent directors may take

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into consideration such other factors and criteria as they deem appropriate in evaluating a candidate, including his or her judgment, skill, integrity, diversity, and business or other experience. The independent directors may (but are not required to) consider candidates suggested by management or other members of the board of directors.

Generally, the independent directors will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The independent directors will also evaluate whether the candidates’ skills and experience are complementary to the existing board of directors members’ skills and experience as well as the board of directors’ need for operational, management, financial, international, technological or other expertise. Nominations for director may be made by our stockholders, provided such nominations comply with certain timing and information requirements set forth in our bylaws.

A majority of the members of our Board of Directors are independent from management. When making determinations regarding independence, the Board of Directors references the listing standards adopted by NASDAQ as well as the independence standards set forth in the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by the Securities and Exchange Commission under that Act. In particular, our Audit Committee periodically evaluates and reports to the Board on the independence of each member of the Board. The committee analyzes whether a director is independent by evaluating, among other factors, the following:

1.	Whether the member of the Board of Directors has any material relationship with us, either directly, or as a partner, shareholder or officer of an organization that has a relationship with us;
2.	Whether the member of the Board of Directors is our current employee or was one of our employees within three years preceding the date of determination;
3.	Whether the member of the Board of Directors is, or in the three years preceding the date of determination has been, affiliated with or employed by (i) a present internal or external auditor of ours or any affiliate of such auditor, or (ii) any former internal or external auditor of ours or any affiliate of such auditor, which performed services for us within three years preceding the date of determination;
4.	Whether the member of the Board of Directors is, or in the three years preceding the date of determination has been, part of an interlocking directorate, in which one of our executive officers serves on the compensation committee of another company that concurrently employs the member as an executive officer;
5.	Whether the member of the Board of Directors receives any compensation from us, other than fees or compensation for service as a member of the Board of Directors and any committee of the Board of Directors and reimbursement for reasonable expenses incurred in connection with such service and for reasonable educational expenses associated with Board of Directors or committee membership matters;
6.	Whether an immediate family member of the member of the Board of Directors is one of our current executive officers or was an executive officer within three years preceding the date of determination;
7.	Whether an immediate family member of the member of the Board of Directors is, or in the three years preceding the date of determination has been, affiliated with or employed in a professional capacity by (i) a present internal or external auditor of ours or any of our affiliates, or (ii) any of our former internal or external auditors or any affiliate of ours which performed services for us within three years preceding the date of determination; and
8.	Whether an immediate family member of the member of the Board of Directors is, or in the three years preceding the date of determination has been, part of an interlocking directorate, in which one of our executive officers serves on the compensation committee of another company that concurrently employs the immediate family member of the member of the Board of Directors as an executive officer.

The above list is not exhaustive and the Audit Committee considers all other factors which could assist it in its determination that a director has no material relationship with us that could compromise that director’s independence.

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As a result of this review, the Board of Directors affirmatively determined that Messrs. Elwes, Fernandez, Wright, Rosenfeld and Ruiz are independent of Terremark and our management under the standards set forth above. Mr. Money is considered an inside director because of his employment as one of our senior executives. Messrs. Mr. Amore is considered a non-independent outside director because of certain consulting arrangements with us as, Mr. Wright is considered on independent outside director notiwthstanding certain consulting arrangements between us and him because payments under such consulting arrangements do not excess $100,00. well as certain transactions between us and an affiliate of Mr. Wright. Additional information regarding these consulting arrangements and transactions between Messrs. Money, Wright and Amore and us can be found under “Certain Relationship and Related Transactions” below. Mr. Regen is not considered independent to the relationships set forth under “ Compensation Committee Interlocks and Insider Participation”

BOARD OF DIRECTORS COMMITTEES

Our board of directors has a standing audit committee and compensation committee.

Audit Committee

Our audit committee currently consists of Messrs. Fernandez, Rosenfeld and Ruiz. The members of the audit committee are, and will continue to be, independent under the listing standards of the NASDAQ Global Market. The board of directors has determined that Messrs. Fernandez and Ruiz satisfy the financial literacy and experience requirements of the NASDAQ and the rules of the Securities and Exchange Commission. The audit committee operates under a written charter, a copy of which is available on our website at www.terremark.com under “Investor Relations”. The charter is available in print to any stockholder who requests it in writing from our Director of Investor Relations at Terremark Worldwide, Inc., 2601 S. Bayshore Drive, Miami, Florida 33133. The audit committee represents the board in its relations with our independent public accountants and oversees the financial reporting and disclosures prepared by our management. The audit committee’s functions include meeting with our management and our independent public accountants, reviewing and discussing our audited and unaudited financial statements with our management, recommending to the board of directors the engagement of our independent auditors, reviewing with such auditors the plan and results of their audit of our financial statements, determining the independence of such auditors and discussing with management and the independent auditors the quality and adequacy of our internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002. During fiscal year 2007, the audit committee held ten meetings and took no action by written consent. For more information regarding the functions of the Audit Committee and its activities during fiscal 2007, see the “Report of the Audit Committee” below.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference in any other filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Under the guidance of a written charter adopted by the board of directors, the Audit Committee is responsible for overseeing the company’s financial reporting process on behalf of the board of directors. The Audit Committee consists of three members, each of whom is “independent” as that term is defined under the applicable listing standards of the NASDAQ Global Market, the Sarbanes-Oxley Act of 2002 and applicable Securities and Exchange Commission rules.

The Sarbanes-Oxley Act of 2002 and the committee’s charter require that all services provided to us by our independent auditors be subject to pre-approval by the audit committee. The Audit Committee has established policies and procedures contemplated by these rules.

Management has the primary responsibility for the system of internal controls and the financial reporting process. Our independent accountants have the responsibility to (i) perform an independent audit of our financial statements and internal controls over financial reporting and (ii) express an opinion on the conformity of our financial statements with accounting principles generally accepted in the United States and the effectiveness of our internal controls over financial reporting and management’s assessment of our internal controls over financial reporting. We have the responsibility to monitor and oversee these processes.

In fulfilling our oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements for fiscal 2007 with management, including a discussion of the quality, not just the acceptability, of the accounting principles employed, the reasonableness of significant judgments and the clarity of disclosures in the

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financial statements. The Audit Committee reviewed and discussed the consolidated financial statements for fiscal 2007 with our independent auditors. Consistent with the requirements of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, the Audit Committee discussed with the independent auditors all of the matters required to be discussed by Statement of Auditing Standards No. 61, Communications with Audit Committees, as amended. In addition, the Audit Committee has discussed with the independent auditors their independence from our management and from us, including matters in the written disclosures provided by the independent auditors to the audit committee as required by Independence Standards Board Standard No. 1, Independence Discussion with Audit Committees, as adopted by the Public Accounting Oversight Board in Rule 3600T. As part of this review, the Audit Committee considered whether the non-audit services provided to us by the independent auditors during fiscal 2007 were compatible with maintaining their independence. Upon its review, the Audit Committee has satisfied itself as to the independence of our independent auditors.

Without management present, the Audit Committee met separately with the independent accountants to review the results of their examinations, their evaluation of the company’s internal controls, and the overall quality of the company’s accounting and financial reporting. In addition, the Audit Committee reviewed initiatives and programs aimed at strengthening the effectiveness of our internal control structure. As part of this process, the audit committee continued to monitor the scope and adequacy of the company’s internal procedures and controls.

In reliance on the reviews and discussions with management and the independent accountants referred to above, and subject to the limitations on its role and responsibilities described above, the Audit Committee recommended to the board of directors, and the board of directors has approved, that the audited financial statements be included in the Annual Report on Form 10-K for fiscal 2007 filed with the Securities and Exchange Commission and in the fiscal 2007 annual report to our stockholders.

Members of the Audit Committee

Rodolfo Ruiz

Antonio S. Fernandez

Miguel J. Rosenfeld

Compensation Committee

The Compensation Committee is responsible for approving compensation and bonuses for our Chief Executive Officer and reviewing compensation and bonuses for our other executive officers, and for administering our Amended and Restated 1996 Stock Option Plan, the 2000 Stock Option Plan, the 2000 Directors Stock Option Plan and the 2005 Executive Incentive Compensation Plan.

The Compensation Committee operates under a written charter, a copy of which is available on our website at www.terremark.com under “Investor Relations”. The charter is available in print to any stockholder who requests it in writing from our Director of Investor Relations at Terremark Worldwide, Inc., 2601 S. Bayshore Drive, Miami, Florida 33133. During fiscal 2007, the compensation committee held three meetings and took one action by written consent. For more information regarding the functions of the compensation committee and its activities during fiscal 2007, see the “Compensation Discussion and Analysis” below.

Compensation Committee Interlocks and Insider Participation

During the year ended March 31, 2006, our Compensation Committee was expanded from three to four members and consisted of Messrs. Fernandez, Rosen, Rosenfeld and Ruiz.

In April 2007, Mr. Rosen resigned as a member of our Compensation Committee due to Mr. Rosen’s current position as chairman of the board of Fusion Telecommunications (“Fusion”), a NASDAQ traded company, on whose board Manuel D. Medina, our chairman and chief executive officer, formerly served as a member of Fusion’s compensation committee and whose chief executive officer is Mr. Rosen’s son. Mr. Rosen is still a member of our Board.

No member of the Compensation Committee is now or ever was an officer or an employee of ours and is independent under the listing standards of the NASDAQ.

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ITEM 11.  EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named Executive Officers”). As more fully described below, the Compensation Committee of our Board of Directors (the “Committee”) makes all decisions for the total direct compensation — that is, the base salary, incentive compensation awards and equity incentive awards — of our executive officers, including the Named Executive Officers.

The day-to-day design and administration of savings, health, welfare and paid time-off plans and policies applicable to salaried U.S.-based employees in general are handled by our Human Resources, Finance and Legal Department employees. The Committee (or Board) remains responsible for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies with regards to our Named Executive Officers.

Compensation Program Objectives and Rewards

Our compensation philosophy is based on the premise of attracting, retaining and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance, each executive’s total compensation package, and internal pay equity. We strive to accomplish these objectives by compensating all executives with total compensation packages consisting of a combination of competitive base salary, incentive compensation and equity. When referring to our executive compensation program, we are referring to the compensation program for our Named Executive Officers named in the Summary Compensation Table.

All of the compensation and benefits for our Named Executive Officers described below have as a primary purpose our need to attract, retain and motivate the highly talented individuals who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Beyond that, different elements are designed to engender different behaviors. The actual incentive amounts awarded to each Name Executive Officer are ultimately subject to the discretion of the Committee.

•  Base salary and benefits are designed to attract and retain employees over time.

•  Incentive compensation awards are designed to focus employees on the business objectives for a particular year.

•  Equity incentive awards, such as stock options and nonvested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

•  Severance and change in control plans are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. The separation benefits described below provide benefits to ease an employee’s transition due to an unexpected employment termination by us due to on-going changes in our employment needs. The change in control separation benefits described below encourages our employees to remain focused on our business in the event of rumored or actual fundamental corporate changes.

The Elements of Terremark’s Compensation Program

Base Salary

Executive officer base salaries are based on job responsibilities and individual contribution. The Committee reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors

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such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. All of our Named Executive Officers have current employment agreements with us that state their initial base salaries and generally renew on an annual basis. Additional factors reviewed by the Committee in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance. During fiscal year 2007, all executive officer base salary decisions were approved by the Committee.

The Committee determines base salaries for the Named Executive Officers at the beginning of each calendar year. The Committee proposes new base salary amounts based on:

•  evaluation of individual performance and expected future contributions;

•  a review of survey data to ensure competitive compensation against the external market generally defined as the Peer Companies; and

•  a comparison of the base salaries of the executive officers who report directly to the CEO to ensure internal equity.

Base salary is the only element of compensation that is used in determining the amount of contributions permitted under our 401(k) Plan.

Incentive Compensation Awards

Amounts shown as Non-Equity Incentive Plan Compensation in the Summary Compensation Table are driven by the following performance goals:

•  Revenues and

•  Earnings before interest, taxes, depreciation and amortization (“EBITDA”).

On November 27, 2006, the Committee approved certain performance goals and target bonus amounts for our Named Executive Officers, excluding those eligible for commissions. The incentive compensation awards are payable in cash or stock at the sole discretion of the Committee. Under the terms of the incentive compensation program, we have assigned annual target bonus amount to each Named Executive Officer. We have determined each executive officer’s actual annual bonus based upon our performance as compared to the benchmark goals (the “Performance Targets”) that were approved by the Committee. For fiscal 2007 these Performance Targets were as follows:

	Actual Results vs Applicable Performance Target
	Less than	From 95% to	From 100% to
Revenue and EBITDA	95%	100%	105%	Greater than 105%
Percentage of Target Bonus Award	No Bonus	50% to 70%	75% to 100%	100% plus percentage above 105% with a maximum of 15%

The target bonus for our Chief Executive Officer has been set at 75% of his base salary. The target bonuses for our Chief Financial Officer, Chief Operations Officer and Chief Legal Officer have been set at 40% of their respective base salaries. Such bonuses may be paid in cash or nonvested stock or share equivalents of our common stock, par value $.001, at the discretion of the Committee.

No bonuses will be paid with respect to our EBITDA Performance Target as it was not met during the year ended March 31, 2007. As of the date of this filing, the Committee has not determined if the earned incentive compensation awards will be paid in cash or nonvested stock.

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								Target Goals Based					Target Adjusted
	Annual Base		Target			Target		on Actual Results (%)					for Actual
Named Executive Officer	Salary($)		(%)			($)		Revenues			EBITDA*		Results ($)
Manuel D. Medina		350,000		75	%		262,500		29.6	%		—		103,637
Jose A. Segrera		200,000		40	%		80,000		15.8	%		—		31,585
Jamie Dos Santos		250,000		—			—		—			—		—
John Neville		200,000		—			—		—			—		—
Marvin Wheeler		200,000		40	%		80,000		15.8	%		—		31,585
Adam T. Smith		185,000		40	%		74,000		15.8	%		—		29,216

The Committee believes that the incentive awards to be paid to executive officers for fiscal 2007, in aggregate, are consistent with the level of accomplishment and appropriately reflected our performance.

Equity Incentive Awards

We believe that the grant of significant annual equity awards further links the interests of senior management and our stockholders. Therefore, we believe that the grant of stock options and the awarding of nonvested stock are important components of annual compensation. Our executive officers, including each of the Named Executive Officers, are eligible to receive awards under the 2005 Executive Compensation Plan (the “Plan”). The Committee considers several factors in determining whether awards are granted to an executive officer under the Plan. In addition to the factors referenced above regarding an executive officer’s overall compensation, factors include the executive’s position, his or her performance and responsibilities, the amount of options or other awards, if any, currently held by the officer, and their vesting schedule.

Stock options provide for financial gain derived from the potential appreciation in stock price from the date that the option is granted until the date that the option is exercised. The exercise price of stock option grants is set at fair market value on grant date. Our long-term performance ultimately determines the value of stock options, because gains from stock option exercises are entirely dependent on the long-term appreciation of our stock price. Stock options granted are generally exercisable in equal installments on the first, second and third anniversaries of the grant date and expire ten years from the grant date.

Because a financial gain from stock options is only possible after the price of our common stock has increased, we believe grants encourage executives and other employees to focus on behaviors and initiatives that should lead to an increase in the price of our common stock, which benefits all of our stockholders.

No Backdating or Spring Loading:  Our policy is not to backdate options or grant options retroactively. In addition, we do not plan to coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. Our options are granted at fair market value on a fixed date or event (such as an employee’s hire date) with all required approvals obtained in advance of or on the actual grant date. All grants to executive officers require the approval of the Committee. Our general practice is to grant options only on the annual grant date and on an employee’s hire date, although there are occasions when grants have been made on other dates. We are working to eliminate “off cycle” grants to the extent possible.

Grants of options and nonvested stock were made to the Named Executive Officers, excluding those eligible for commissions, by the Committee on November 27, 2006. These stock option grants expire ten years from the grant date and vest in equal installments on January 1, 2008, November 27, 2009 and November 27, 2010. See Grants of Plan-Based Awards table on page 16.

Stock Ownership Guidelines

We grant share-based incentives in order to align the interests of our employees with those of our stockholders. Terremark-issued options are not transferable during the executive’s life, other than certain gifts to family members (or trusts, partnerships, etc. that benefit family members). The Committee has ultimate discretion with regards to transferability of awards upon the death of an executive.

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Benefits

As salaried, U.S.-based employees, the Named Executive Officers participate in a variety of retirement, health and welfare, and vacation benefits designed to enable us to attract and retain our workforce in a competitive marketplace. Health and welfare and vacation benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Savings plans help employees, especially long-service employees, save and prepare financially for retirement.

Our qualified 401(k) Plan allows highly compensated employees to contribute up to 15 percent of their base salary, up to the limits imposed by the Internal Revenue Code — $225,000 for 2007 — on a pre- or after-tax basis. Our 401(k) plan provides for discretionary matching of employee contributions. During the year ended March 31, 2007, we provided a 50 percent match on the first 8 percent of employee contributions, which vests over five years. Participants choose to invest their account balances from an array of investment options as selected by plan fiduciaries from time to time, plus a stock fund. The 401(k) Plan is designed to provide for distributions in a lump sum after termination of service. However, loans — and in-service distributions under certain circumstances such as a hardship, attainment of age 591/2 or a disability — are permitted.

Perquisites

We did not provide our Named Executive Officers with any perquisites that conferred a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for our convenience, unless it is generally available on a non-discriminatory basis to all employees. An item is not a perquisite if it is integrally and directly related to the performance of the executive’s duties.

We did not provide our Named Executive Officers with other perquisites such as split-dollar life insurance, reimbursement for legal counseling for personal matters, reimbursement for financial planning or tax reimbursement payments. We did not provide loans to executive officers. We may provide other employees with relocation loans in certain circumstances.

Separation and Change in Control Arrangements

The Named Executive Officers, per the terms of their respective employment agreements, are eligible for the benefits and payments if employment terminates in a separation or if there is a change in control, as described under Potential Payments on Termination or Change in Control beginning on page 19. We define separation as a termination of employment either by the employee or by us for cause or without cause.

Separation Benefits.

Individual employment agreements provide severance payments and other benefits in an amount we believe is appropriate, taking into account the time it is expected to take a separated employee to find another job. The payments and other benefits are provided because we consider a separation to be a Company-initiated termination of employment that under different circumstances would not have occurred and which is beyond the control of a separated employee. Separation benefits are intended to ease the consequences to an employee of an unexpected termination of employment. We benefit by requiring a general release from separated employees. In addition, we may request non-compete and non-solicitation provisions in connection with individual separation agreements.

We consider it likely that it will take more time for higher-level employees to find new employment, and therefore executive officers generally are paid severance for a longer period. Additional payments may be permitted in some circumstances as a result of negotiations with executive officers, especially where we desire particular nondisparagement, cooperation with litigation, noncompetition and nonsolicitation terms. See Individual Agreements under the Potential Payments on Termination or Change in Control beginning on page 19 for additional information.

Change in Control.  Individual employment agreements provide for compensation and benefits if there is a change in control. These agreements recognize the importance to us and our stockholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate

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changes. A properly designed change in control agreement protects stockholder interests by enhancing employee focus during rumored or actual change in control activity through:

•  Incentives to remain with us despite uncertainties while a transaction is under consideration or pending;

•  Assurance of severance and benefits for terminated employees; and

•  Access to equity components of total compensation after a change in control.

Our stock options and nonvested stock generally vest upon a change in control (as fully described under Change in Control beginning on page 21). The remainder of benefits generally requires a change in control, followed by a termination of an executive’s employment. In adopting the so-called “single” trigger treatment for equity vehicles, we were guided by three principles:

•  Be consistent with current market practice among peers.

•  Keep employees relatively whole for a reasonable period but avoid creating a “windfall.”

•  Single trigger vesting ensures that ongoing employees are treated the same as terminated employees with respect to outstanding equity grants.

•  Single trigger vesting provides employees with the same opportunities as stockholders, who are free to sell their equity at the time of the change in control event and thereby realize the value created at the time of the deal.

•  The Company that made the original equity grant will no longer exist after a change in control and employees should not be required to have the fate of their outstanding equity tied to the new company’s future success.

•  Single trigger vesting on performance-contingent equity, in particular, is appropriate given the difficulty of replicating the underlying performance goals.

•  Support the compelling business need to retain key employees during uncertain times.

•  A single trigger on equity vesting can be a powerful retention device during change in control discussions, especially for more senior executive officers where equity represents a significant portion of their total pay package.

•  A double trigger on equity provides no certainty of what will happen when the transaction closes.

Compensation Committee Report

The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis (CD&A) with Terremark management. Based on the review and discussions, the Compensation Committee recommended to our Board of Directors that the CD&A be included in this Form 10-K/A.

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Compensation Committee

Miguel J. Rosenfeld
(Chairperson)

Antonio S. Fernandez           Rodolfo A. Ruiz

The following table summarizes the compensation of the Named Executive Officers for the fiscal year ending March 31, 2007. The Named Executive Officers are Terremark’s Chief Executive Officer, Chief Financial Officer, and four other most highly compensated executive officers ranked by their total compensation in the table below.

Summary Compensation Table
for Fiscal Year End March 31, 2007

													Change in
													Pension
													Value and
													Nonqualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position	Year		($)(1)		($)		($)(2)		($)(3)		($)(4)		($)		($)(5)		($)
Manuel D. Medina		2007		350,000		—		69,406		82,867		103,637		—		16,206		622,116
Chairman and Chief Executive Officer
Jose A. Segrera		2007		200,000		—		34,703		41,434		31,585		—		16,824		324,546
Executive Vice President and Chief Financial Officer
Jamie Dos Santos		2007		448,449		—		—		—		—		—		25,811		474,260
President, Terremark Federal Group
John Neville		2007		358,519		—		—		—		—		—		17,793		376,312
Senior Vice President — Sales
Marvin Wheeler		2007		200,000		—		23,789		41,434		31,585		—		26,810		323,618
Chief Operations Officer
Adam T. Smith		2007		185,000		—		6,344		27,622		29,216		—		23,921		272,103
Chief Legal Officer

(1)	Amounts for Ms. Dos Santos and Mr. Neville include sales commissions of $198,449 and $151,268, respectively
(2)	Represents the compensation costs of nonvested stock for financial reporting purposes for the year under FAS 123(R), rather than an amount paid to or realized by the Named Executive Officer. See Note 16. “Share-Based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended March 31, 2007 (the “10-K”) for the assumptions made in determining FAS 123(R) values. The FAS 123(R) value as of the grant date for nonvested stock is recognized ratably over the applicable vesting period. The shares granted to Mr. Medina and Mr. Segrera are subject to stockholder approval. These awards are recorded as share-based liabilities in accordance with FAS 123(R) and are fair valued on a quarterly basis.
(3)	Represents the compensation costs of stock options for financial reporting purposes for the year under FAS 123(R), rather than an amount paid to or realized by the Named Executive Officer. See Note 16. “Share-Based Compensation” to the Company’s consolidated financial statements set forth in the 10-K for the assumptions made in determining FAS 123(R) values. The FAS 123(R) value as of the grant date for options is recognized ratably over the applicable vesting period. There can be no assurance that the FAS 123(R) amounts will ever by realized.
(4)	These amounts relate to the compensation cost of the incentive compensation awards earned but not paid during the year ended March 31, 2007. The awards are payable in cash or nonvested stock at the discretion of the Committee. The Committee has yet to determine how the incentive compensation awards will be paid.

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(5) See All Other Compensation chart below for amounts, which include insurance and Company match on employee contributions to our 401(k) plan.

All Other Compensation for Fiscal Year Ended March 31, 2007

			Savings
			Plan
			Company
Named Executive Officer	Insurance(1)($)		Match ($)		TOTAL($)
Manuel D. Medina		8,706		7,500		16,206
Jose A. Segrera		16,824		-0-		16,824
Jamie Dos Santos		18,311		7,500		25,811
John Neville		10,293		7,500		17,793
Marvin Wheeler		22,810		4,000		26,810
Adam T. Smith		16,421		7,500		23,921

(1) Insurance amounts include payments for medical, dental, vision, life and long-term disability.

The following table provides information on stock options and nonvested stock granted in fiscal 2007 to each of our Named Executive Officers. There can be no assurance that the grant date fair value of nonvested stock and option awards will ever be realized. The amount of these awards that were expensed in fiscal 2007 is shown in the Summary Compensation Table on page 7.

Grants of Plan-Based Awards
for Fiscal Year End
March 31, 2007

			Estimated				All Other		All Other
			Future		Estimated		Stock		Option
			Payouts		Future		Awards:		Awards:		Exercise				Grant Date
			Under Non-		Payouts		Number of		Number of		or Base				Fair Value
			Equity		Under Equity		Shares of		Securities		Price of		Closing		of Stock and
			Incentive		Incentive		Stock or		Underlying		Option		Price on		Option
	Grant		Plan Target		Plan Target		Units (#)		Options (#)		Awards($)		Grant Date		Awards($)
Name(a)	Date(b)		($)(c)(1)		(#)(d)		(c)(2)		(f)(3)		(g)		($)(h)		(i)(4)
Manuel D. Medina		11/27/2006		—		—		75,000		150,000		5.57		5.57		1,145,367
		—		103,637		—		—		—		—		—		—
Jose A. Segrera		11/27/2006		—		—		37,500		75,000		5.57		5.57		572,684
		—		31,585		—		—		—		—		—		—
Jamie Dos Santos		—		—		—		—		—		—		—		—
John Neville		—		—		—		—		—		—		—		—
Marvin Wheeler		11/27/2006		—		—		37,500		75,000		5.57		5.57		572,684
		—		31,585		—		—		—		—		—		—
Adam T. Smith		11/27/2006		—		—		10,000		50,000		5.57		5.57		298,239
		—		29,216		—		—		—		—		—		—

(1)

These amounts relate to the compensation cost of the incentive compensation awards earned but not paid during the year ended March 31, 2007. The awards are payable in cash or nonvested stock at the discretion of the Committee. The Committee has yet to determine how the incentive compensation awards will be paid.

(2)

Nonvested stock grants are shares of Terremark Common Stock that generally vest over three years. Column (e) represents grants of nonvested stock made by the Committee to our Named Executive Officers on November 27, 2006. These grants vest in equal installments beginning on January 1, 2008, November 27, 2008 and November 27, 2009. The nonvested stock granted to Mr. Medina and Mr. Segrera is subject to stockholder approval at the next stockholders’ meeting. These grants have been accounted for as share-based liabilities in accordance with FAS 123(R).

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(3)

Column (f) represents grants of stock options made by the Committee to our Named Executive Officers on November 27, 2006. These grants expire in ten years and vest in equal installments beginning on January 1, 2008, November 27, 2008 and November 27, 2009.

(4)

Column (i) represents the aggregate FAS 123(R) values of options and nonvested stock granted during fiscal 2007. The per-option FAS 123(R) grant date value was $4.86 each for all options. See Note 16. “Share-Based Compensation” to the Company’s consolidated financial statements set forth in the 10-K for the assumptions made in determining FAS 123(R) values. There can be no assurance that the options will ever be exercised (in which case no value will be realized by the executive) or that the value on exercise will equal the FAS 123(R) value.

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The following table shows the number of shares covered by exercisable and unexercisable options and nonvested stock held by our Named Executive Officers on March 31, 2007.

Outstanding Equity Awards
at Fiscal Year-End
March 31, 2007

	Option Awards										Stock Awards
																	Equity
															Equity		Incentive Plan
					Equity										Incentive Plan		Awards:
					Incentive Plan										Awards:		Market or
	Number of		Number of		Awards:										Number of		Payout of
	Securities		Securities		Number of						Number of		Market Value		Unearned		Unearned
	Underlying		Underlying		Securities						Shares or		of Shares or		Shares, Units		Shares, Units
	Unexercised		Options		Underlying						Units That		Units of Stock		or Other		or Other
	Options (#)		(#)		Unexercised		Option		Option		Have Not		That Have Not		Rights That		Rights That
	Exercisable		Unexercisable		Unearned		Exercise Price		Expiration		Vested (#)(g)		Vested ($)(h)		Have Not		Have Not
Name(a)	(b)(1)		(c)(2)		Options(#)(b)		($)(e)(3)		Date(f)		(4)		(5)		Vested (#)(i)		Vested ($)(j)
Manuel D. Medina		10,000		—		—		31.88		9/21/2010		—		—		—		—
		10,000		—		—		6.70		10/18/2011		—		—		—		—
		11,500		—		—		6.00		10/18/2014		—		—		—		—
		10,000		—		—		6.30		1/21/2015		—		—		—		—
		—		150,000		—		5.57		11/27/2016		—		—		—		—
		—		—		—		—		—		75,000		604,500		—		—
		—		—		—		—		—		—		—		—		—
Jose A. Segrera		10,000		—		—		33.13		8/31/2010		—		—		—		—
		5,000		—		—		15.00		1/15/2011		—		—		—		—
		20,000		—		—		6.70		10/18/2011		—		—		—		—
		10,000		—		—		5.10		4/1/2012		—		—		—		—
		10,000		—		—		3.30		3/31/2013		—		—		—		—
		10,000		—		—		6.50		7/9/2014		—		—		—		—
		10,000		—		—		6.74		7/14/2015		—		—		—		—
		—		75,000		—		5.57		11/27/2016		—		—		—		—
		—		—		—		—		—		37,500		302,250		—		—
		—		—		—		—		—		—		—		—		—
Jamie Dos Santos		15,000		—		—		15.00		3/7/2011		—		—		—		—
		20,000		—		—		6.70		10/18/2011		—		—		—		—
		27,500		—		—		5.10		4/1/2012		—		—		—		—
		20,000		—		—		3.30		4/1/2013		—		—		—		—
		10,000		—		—		6.50		7/9/2014		—		—		—		—
		10,000		—		—		6.74		7/14/2015		—		—		—		—
John Neville		25,000		—		—		6.20		4/18/2015		—		—		—		—
Marvin Wheeler		5,000		—		—		14.00		3/13/2011		—		—		—		—
		500		—		—		7.80		8/17/2011		—		—		—		—
		10,000		—		—		6.70		10/18/2011		—		—		—		—
		10,000		—		—		5.10		4/1/2012		—		—		—		—
		20,000		—		—		3.30		3/31/2013		—		—		—		—
		10,000		—		—		6.50		7/9/2014		—		—		—		—
		10,000		—		—		6.74		7/14/2015		—		—		—		—
		—		75,000		—		5.57		11/27/2016		—		—		—		—
		—		—		—		—		—		37,500		302,250
		—		—		—		—				—		—		—		—
Adam T. Smith		5,000		—		—		7.80		2/2/2014		—		—		—		—
		3,000		—		—		6.74		7/14/2015		—		—		—		—
		—		50,000		—		5.57		11/27/2016		—		—		—		—
		—		—		—		—		—		10,000		80,600		—		—
		—		—		—		—		—		—		—		—		—

(1)	Options granted generally vest over three years and become exercisable on the first, second and third anniversary of their grant and expire on the date shown in column (f), which is the day of the tenth anniversary of their grant.
(2)	Options granted on November 27, 2006 expire on the date shown in column (f), which is the tenth anniversary of their grant and vest in equal installments beginning on January 1, 2008, November 27, 2008 and November 27, 2009.
(3)	Option exercise prices are based on the closing price of our common stock on the applicable grant date.

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(4)	These nonvested stock grants vest in equal installments beginning on January 1, 2008, November 27, 2008 and November 27, 2008. The shares granted to Mr. Medina and Mr. Segrera are pending approval by our stockholders.
(5)	The market value of these nonvested stock grants is calculated using the closing price of our common stock on March 31, 2007, which was $8.06.

On March 23, 2006, the Committee approved the vesting, effective as of March 31, 2006, of all unvested stock options previously granted under our stock options and executive incentive compensation plans. The options affected by this accelerated vesting had exercise prices ranging from $2.79 to $16.50. As a result of the accelerated vesting, options to purchase approximately 460,000 shares became immediately exercisable. All other terms of these options remain unchanged. The Committee accelerated the vesting of options for the following Named Executive Officers:

			Strike
Named Executive Officer	Shares		Prices
Manuel D. Medina		1,000	$	6.30
Jose A. Segrera		10,001	$	3.30-6.50
Jamie Dos Santos		13,333	$	3.30-6.50
John Neville		25,000	$	6.20
Marvin Wheeler		13,333	$	3.30-6.50
Adam T. Smith		1,667	$	6.50
		64,334

During the year ended March 31, 2007, our Named Executive Officers did not acquire any shares of our common stock upon the exercise or vesting of options.

Potential Payments on Termination or Change in Control

The section below describes the payments that may be made to Named Executive Officers upon separation as defined below, pursuant to individual agreements, or in connection with a change in control.

Separation

We provide separation pay and benefits to our Named Executive Officers via individual employment agreements. To be eligible for all of the benefits described below, a general release of claims in the form determined by us is required, as well as nondisparagement, cooperation with litigation and, in some cases, noncompetition and nonsolicitation agreements as determined by us in connection with, and at the time of, the separation. These individual agreements may affect the amount paid or benefits provided following termination of their employment under certain conditions as described below.

Manuel D. Medina:  Mr. Medina is employed as our Chairman, Chief Executive Officer and President under the terms of an amended and restated employment agreement; the terms of which commenced on April 28, 2001. The amended and restated agreement is for a term of twelve months and automatically renews for successive one year terms until either party gives written notice of its intention not to renew. The amended and restated agreement provides for an initial annual base salary of $350,000 and is subject to increases. Pursuant to the terms of his agreement, Mr. Medina is prohibited from competing with us for a one year period following the termination of his employment, unless this termination is by us without cause or by him for “good reason” as specified in the employment agreement. If Mr. Medina’s employment were to be terminated by us without cause, without a change in control or by him for “good reason”, he is entitled to receive his annual base salary through the date his employment would have ended under the terms of his agreement, but in no event for more than six months.

Jose A. Segrera:  Mr. Segrera has entered into a one year employment agreement, commencing September 25, 2001, employing him as our Chief Financial Officer. The agreement automatically renews for successive one year terms until either party gives written notice of its intention not to renew. In June 2001, Mr. Segrera’s title was changed to Executive Vice President and Chief Financial Officer. The agreement provides for an initial annual base

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salary of $150,000, which has been increased to $200,000, and is subject to further increases. Pursuant to the terms of his agreement, Mr. Segrera is prohibited from competing with us for a one year period following termination of his employment, unless this termination is by us without cause or by him for “good reason” as specified in the employment agreement. If Mr. Segrera’s employment were to be terminated by us without cause, without a change in control or by him for “good reason”, he is entitled to receive his annual base salary through the date his employment would have ended under the terms of his agreement, but in no event for more than six months.

Jamie Dos Santos:  Ms. Dos Santos has entered into a one year employment agreement, commencing November 1, 2002, employing her as our Senior Vice President of Global Initiatives. The agreement automatically renews for successive one year terms until either party gives written notice of its intention to terminate. The agreement provides for an annual base salary of $250,000 and is subject increases. Pursuant to the terms of her agreement, Ms. Dos Santos is prohibited from competing with us for a one year period following termination of her employment, unless this termination is by us without cause or by her for “good reason” as specified in the employment agreement. In April 2003, Ms. Dos Santos became our Chief Marketing Officer. If Ms. Dos Santos’ employment were to be terminated by us without cause, without a change in control or by her for “good reason”, she is entitled to receive her annual base salary for a period of six months from the date of termination.

John Neville:  Mr. Neville has entered into an employment agreement, commencing April 18, 2005, employing him as our Senior Vice President of Commercial Sales. The agreement is for an indefinite term until either party gives written notice of its intention to terminate. The agreement provides for an annual base salary of $200,000, and is subject to further increases. Pursuant to the terms of his agreement, Mr. Neville is prohibited from competing with us for a one year period following termination of his employment, unless this termination is by us without cause or by him for “good reason” as specified in the employment agreement. If Mr. Neville’s employment were to be terminated by us without cause, without a change in control or by him for “good reason”, he is entitled to receive his annual base salary for a period of three months.

Marvin Wheeler:  Mr. Wheeler has entered into an employment agreement, commencing November 1, 2002, employing him as our Senior Vice President of Operations. The agreement is effective until either party gives written notice of its intention to terminate. The agreement provides for an annual initial base salary of $175,000, which has been increased to $200,000, and is subject to further increases. Pursuant to the terms of his agreement, Mr. Wheeler is prohibited from competing with us for a one year period following termination of his employment, unless this termination is by us without cause or by him for “good reason” as specified in the employment agreement. In November 2003, Mr. Wheeler became our Chief Operations Officer. If Mr. Wheeler’s employment were to be terminated by us without cause, without a change in control or by him for “good reason”, he is entitled to receive his annual base salary for a period of six months from the date of termination.

Adam T. Smith:  Mr. Smith has entered into an employment agreement, commencing October 20, 2006, employing him as our Chief Legal Officer. Mr. Smith previously served as our Deputy General Counsel. The agreement is effective until either party gives written notice of its intention to terminate. The agreement provides for an annual base salary of $185,000 and is subject to further increases. Pursuant to the terms of his agreement, Mr. Smith is prohibited from competing with us for a one year period following termination of his employment, unless this termination is by us without cause or by him for “good reason” as specified in the employment agreement. If Mr. Smith’s employment were to be terminated by us without cause, without a change in control or by him for “good reason”, he is entitled to receive his annual base salary for a period of six months from the date of termination.

A termination for “good reason” for the Named Executive Officers generally includes any of the following actions by us without the executive’s written consent:

•  The assignment to the executive of any duties or responsibilities inconsistent in any respect with the executive’s position or a similar position with us or one of our subsidiaries or any other action by us which results in a substantial and compelling diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by us promptly after receipt of notice by the executive.

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•  Reducing annual base salary or level of bonus opportunity, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by us promptly after receipt of notice by the executive.

•  Changing the executive’s office or location outside of the area for which the executive was originally hired to work except for travel reasonably required in the performance of the executive’s responsibilities.

•  Any good faith determination of “good reason” made by the Committee shall be conclusive.

A termination by us for cause generally includes:

•  An action or omission of the executive which constitutes a willful and material breach of, or failure or refusal (other than by reason of disability) to perform his or her duties under their respective employment agreement which is not cured within fifteen days after receipt by the executive or written notice.

•  Fraud, embezzlement, misappropriation of funds or breach of trust in connection with his or her services.

•  Conviction of a felony or any other crime which involves dishonesty or a breach of trust.

•  Gross negligence in connection with the performance of the executive’s duties, which is not cured within fifteen days after receipt by the executive or written notice.

•  Insubordination or other refusal to adhere to our policy or the instructions of a superior.

•  Negligence by commission or omission that results in injury or damage to Terremark.

Change in Control

With respect to the Named Executive Officers, the following severance benefits would be provided upon qualifying terminations of employment in connection with or within one year following a change in control:

•  Cash severance pay equal to the sum of two times his or her annual base salary and incentive compensation.

•  The value of any annual fringe benefits.

•  Accrued incentive compensation through the date of termination.

A “change in control” generally consists of any of the following:

•  Approval by our stockholders of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions.

•  A liquidation or dissolution of Terremark.

•  The acquisition of Terremark by any person or group of more than 30% of either the then outstanding shares of our common stock or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors.

•  The resignation of Manuel D. Medina as both our Chairman and CEO, his death or his absence from our day to day business affairs for more than 90 consecutive days due to disability or incapacity.

The following describes the treatment of outstanding stock options and nonvested stock upon a change of control per our different stock plans except for certain options issued prior to the 2000 Stock Option Plan:

2005 Executive Compensation Plan and 2000 Directors Plan

•  Upon a change in control, all outstanding stock options and nonvested stock will become fully vested.

2000 Stock Option Plan

•  To the extent not previously exercised each option shall terminate immediately.

•  The Committee in its sole discretion may cancel any option that remains unexercised on the effective date of the transaction. The Committee shall give written notice in order that optionees may have a reasonable

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period of time prior to the closing date of the change in control within which to exercise any exercisable options.

The table below was prepared as though a change in control occurred and the Named Executive Officers’ employment was terminated on March 30, 2007 (the last business day of 2007) using the share price of our common stock as of that day (both as required by the Securities and Exchange Commission). With those assumptions taken as given, we believe the remaining assumptions listed below, which are necessary to produce these estimates, are reasonable individually and in the aggregate. However, a change in control did not occur on March 30, 2007 and the executives were not terminated on that date. There can be no assurance that a change in control would produce the same or similar results as those described if it occurs on any other date or at any other price, or if any assumption is not correct in fact.

Change in Control Payment and Benefit

Estimates as of March 30, 2007

			Accelerated Vesting of
			Equity Value
	Severance		Stock		Nonvested
Named Executive Officer	Pay($)		Options ($)		Stock($)		Total($)
Manuel D. Medina		700,000		1,080,990		604,500		2,385,490
Jose A. Segrera		400,000		540,495		302,250		1,242,745
Jamie Dos Santos		500,000		—		—		500,000
John Neville		400,000		—		—		400,000
Marvin Wheeler		400,000		540,495		302,250		1,242,745
Adam T. Smith		370,000		360,330		80,600		810,930

General Assumptions

•  Change in control date was March 30, 2007

•  All executives were terminated on change in control date

Equity-based Assumptions

•  Stock options and nonvested stock vested on March 30, 2007

•  Stock options that become vested due to the change in control are valued using the Black-Scholes option valuation model, based on the following inputs:

•  actual exercise price of each option

•  fair value of $8.06 per share

•  expected term and volatility numbers based on Note 16. “Share-Based Compensation” to the Company’s consolidated financial statements set forth in the 10-K

•  current dividend rate and risk-free rate

•  Using Black-Scholes to determine option values causes value for purposes of excise tax purposes even for “underwater” options — that is, options whose exercise price is greater than the closing price on the date of the change in control

Director Compensation

We maintain a policy of compensating our directors using stock option and nonvested stock grants and, in the case of service on some committees of our Board, payments of cash consideration. Upon their election as a member of our Board, each director received options to purchase 10,000 shares of our common stock. Our employee

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directors receive the same compensation as our non-employee directors. As described more fully below, this chart summarizes the annual cash compensation for our Board during fiscal 2007.

Director Compensation for Fiscal Year-End

March 31, 2007

	Fees
	Earned						Non-Equity
	or Paid		Stock		Option		Incentive Plan		All Other
	in Cash		Awards($)		Awards($)		Compensation		Compensation
Name(a)	($)(b)		(c)(1)		(d)		($)(e)		($)(f)			Total($)
Guillermo Amore		—		285,015		—		—		390,000	(2)		675,015
Timothy Elwes		—		9,515		—		—		—			9,515
Antonio S. Fernandez		23,000		9,515		—		—		—			32,515
Arthur L. Money		—		9,515		—		—		60,000	(3)		69,515
Marvin S. Rosen		2,000		9,515		—		—		—			11,515
Miguel J. Rosenfeld		24,000		9,515		—		—		—			33,515
Rodolfo A. Ruiz		27,000		9,515		—		—		—			36,515
Joseph R. Wright Jr.		—		9,515		—		—		100,000	(4)		109,515

(1)	Represents the compensation costs of nonvested stock for financial reporting purposes for fiscal 2007 under FAS 123(R), rather than an amount paid to or realized by the Director. See Note 16. “Share-Based Compensation” to the Company’s consolidated financial statements set forth in the Company’s Form 10-K for the year ended March 31, 2007 (the “10-K”) for the assumptions made in determining FAS 123(R)values. The FAS 123(R) value as of the grant date for nonvested stock is recognized ratably over the applicable vesting period. There can be no assurance that the FAS 123(R) amounts will ever be realized.
	On November 27, 2006, the Committee approved the grant of 5,000 shares of nonvested stock to each director. These grants vest in equal installments beginning on January 1, 2008, November 27, 2008 and November 27, 2009.
	The amounts for Mr. Amore and Mr. Money include grants of 50,000 and 15,000 shares, respectively, of nonvested stock made in conjunction with their respective consulting agreements with us. See Column (f).
	As of March 31, 2007, the aggregate number of stock option awards outstanding was: Mr. Amore — 41,500 shares; Mr. Elwes — 41,500 shares; Mr. Fernandez — 31,500 shares; Mr. Money — 31,500; Mr. Rosen — 46,000 shares; Mr. Rosenfeld — 41,500 shares; Mr. Ruiz — 31,500 shares; and Mr. Wright — 61,500 shares.
(2)	In November 2006, we entered into a consulting agreement with Mr. Amore. The agreement, effective October 2006, provides for annual compensation of $240,000, payable monthly. In conjunction with this agreement, our Board of Directors approved the issuance of 50,000 shares of nonvested stock with a vesting period of one year. In addition, we paid Mr. Amore a $150,000 consulting fee in June 2006 related to services provided in connection with NAP development activities.
(3)	On June 13, 2006, we entered into an employment letter agreement with Mr. Money where he agreed to serve as our Director of Government, Military and Homeland Security Affairs. The employment letter expired by its terms on January 31, 2007 but continues in effect unless terminated by us or him on 48 hours written notice for terminations with cause or on 90 days written notice for terminations without cause. The agreement provides for annual compensation of $60,000, payable monthly, and a grant of 15,000 shares of nonvested stock. The compensation cost of this award was recognized in the year ended March 31, 2006. Mr. Money is not considered an officer of Terremark, and the employment letter expressly provides that he is not granted the ability to bind us to any agreement with a third party or to incur any obligation or liability on our behalf.
(4)	On September 21, 2001, we entered into a consulting agreement with Mr. Wright. The agreement is for a term of one year after which it renews automatically for successive one year periods. Either party may terminate the agreement by providing 90 days notice. The agreement provides for annual compensation of $100,000, payable monthly.

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Directors are compensated for their service as a director as shown below:

Schedule of Director Fees
March 31, 2007

Compensation Item	Amount ($)
Annual Retainers
Audit Committee Chair		12,000
Compensation Committee Chair		8,000
Audit Committee Members		9,000
Compensation Committee Members		6,000
Per meeting fees		1,000

All annual retainers are paid in quarterly installments.

Stock Options.  On March 23, 2006, the Committee approved the accelerated vesting, effective as of March 31, 2006, of all unvested stock options previously granted under our stock option and executive incentive compensation plans. The options affected by this accelerated vesting had exercise prices ranging from $2.79 to $16.50. As a result of the accelerated vesting, options to purchase approximately 460,000 shares became immediately exercisable. Except for the accelerated vesting, all other terms of these options remain unchanged. The Committee accelerated the vesting of options for the following directors:

			Strike
Name	Shares		Prices
Guillermo Amore		1,000	$	6.30
Timothy Elwes		1,000	$	6.30
Antonio S. Fernandez		4,000	$	6.30
Arthur L. Money		2,000	$	6.30
Marvin S. Rosen		4,000	$	6.30
Miguel J. Rosenfeld		1,000	$	6.30
Rodolfo A. Ruiz		5,000	$	6.30
Joseph R. Wright, Jr.		3,000	$	6.30
		21,000

The options granted to our directors vest as follows: one-third of the shares vest as of the date of grant, one-third on the first anniversary of the date of grant, and one-third on the second anniversary of the date of grant. On January 21, 2005, our board of directors approved a one-time grant of additional options to purchase 10,000 shares of our common stock to each of our directors at an exercise price equal to $6.30 per share. These options vested 10% for each meeting attended by the respective director during the 18-month period commencing on the date of grant. Any options not vested by the end of this 18-month period were deemed to be forfeited by that director and cancelled. Notwithstanding the 18-month term of these options, based upon our compensation committee’s approval of the accelerated vesting of all unvested options previously granted under our stock option and executive incentive compensation plans, these options vested prior to their forfeiture effective as of March 31, 2006.

The exercise price of the options is the closing price of our common stock on the date of grant unless otherwise determined by the Committee. The exercise price is payable in cash at the time the stock options are exercised.

Other.  We reimburse all directors for travel and other necessary business expenses incurred in the performance of their services we extend coverage to them under our travel accident and directors’ and officers’ indemnity insurance policies.

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ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 31, 2007, the beneficial ownership of each director, our executive officers, each person known to us to beneficially own more than 5% of the outstanding shares of our common stock or Series I convertible preferred stock, and the executive officers and directors as a group. As of March 31, 2007, 55,813,130 shares of our common stock and 323 shares of our Series I convertible preferred stock were outstanding, which are convertible into 1,084,477 shares of our common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon Schedule 13G and Form 4 filings by such persons with the Securities and Exchange Commission and other information obtained from such persons. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as Terremark. Our address is 2601 S. Bayshore Drive, Miami, Florida 33133.

	Amount and Nature of
Name of Beneficial Owner	Beneficial Ownership			Percent of Class (%)
Common Stock:
Cyrte Investments GP I BV		9,112,978	(1)		16.2	%
Sun Equity Assets		5,402,234	(2)		9.6	%
Manuel D. Medina		3,953,371	(3)		7.0	%
QVT Financial LP		3,815,400	(4)		5.4	%
Joseph R. Wright, Jr.		342,826	(5)		*
Guillermo Amore		329,148	(6)		*
Miguel J. Rosenfeld		309,876	(7)		*
Timothy Elwes		284,000	(8)		*
Jose A. Segrera		188,500	(9)		*
Marvin Wheeler		183,000	(10)		*
Jamie Dos Santos		102,500	(11)		*
Antonio S. Fernandez		95,158	(12)		*
Adam T. Smith		68,000	(13)		*
Arthur L. Money		51,500	(14)		*
Marvin S. Rosen		51,000	(15)		*
John Neville		49,400	(16)		*
Rodolfo A. Ruiz		36,500	(15)		*
Series I Preferred Stock:
CRG, LLC		100	(17)		*
Guazapa Properties, Inc.		48	(18)		*
GRAT		45	(19)		*
Louisa Stude Sarofim		35	(20)		*
Promosiones Bursatiles, S.A.		28	(21)		*
Palmetto, S.A.		20	(22)		*

*

Represents less than 1%

(1)

Based on Amendment No. 7 to Schedule 13D filed by the holder with the Securities and Exchange Commission on May 2, 2007. Each of Stichting Administratiekantoor Talpa Beheer, Talpa Beheer BV, Talpa Capital Holding BV, Cyrte Investments BV, Cyrte Fund I CV and Johannes Hendrikus Hubert de Mol may be deemed to be beneficial owners, as well as share the power to vote and dispose, of the shares directly owned by Cyrte Investments GP by virtue of the fact that: Stichting owns all of the outstanding capital stock of

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	Talpa; Mr. de Mol is the sole director (bestuurder) of Talpa, an entity which has a 55% ownership interest in Talpa Capital Holding and is a limited partner of Cyrte Fund; Talpa Capital Holding has a 75% ownership interest in Cyrte Investments; Cyrte Investments is the manager of the investment portfolio held by Cyrte Fund and owns all of the outstanding capital stock of Cyrte Investments GP; and Cyrte Investments GP is the general partner of Cyrte Fund. Each of Stichting, Talpa, Talpa Capital Holding, Cyrte Investments, Cyrte Fund and Mr. de Mol disclaims beneficial ownership of such shares for all other purposes. The address of the beneficial owner is Flevolaan 41A, 411 KC Naarden P.O.Box 5081 The Netherlands
(2)	The address of the beneficial owner is Georgetown, Tortola B.V.I. Francis Lee is the natural person deemed to be the beneficial owner of the shares held by Sun Equity Assets Limited. See “Shareholders Agreement” below.
(3)	Includes 191,500 shares of our common stock underlying options and 75,000 shares on nonvested stock. Includes 225,523 shares of our common stock which are held of record by Communications Investors Group, an entity in which Mr. Medina is a partner and holds a 50% interest. Also includes 500,000 shares of our common stock which are held of record by MD Medina Investments, LLC, an entity in which Mr. Medina is a partner and holds a controlling interest.
(4)	QVT Financial LP is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 3,215,155 shares of common stock, consisting of 650,435 shares of our common stock and an additional 2,564,720 shares of our common stock issuable upon conversion of our convertible notes. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”), which holds 600,245 shares of our common stock, consisting of 113,765 shares of Common Stock and an additional 486,480 shares of our common stock issuable upon conversion of our convertible notes. QVT Financial has the power to direct the vote and disposition of the common stock held by the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 3,815,400 shares of our common stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.
	QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of our common stock reported by QVT Financial. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of shares of our common stock reported by the Fund.
	Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of our shares owned by the Fund and the shares held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all shares of our common stock owned by the Fund, except to the extent of its pecuniary interest therein.
(5)	Includes 61,500 shares of our common stock underlying options and 5,000 shares of nonvested stock. Does not include 10,000 shares held in trust for the benefit of Mr. Wright’s grandchildren and 1,000 shares held by his sister with respect to which Mr. Wright disclaims ownership.
(6)	Includes 41,500 shares underlying options, 5,000 shares of nonvested stock, 17,500 shares owned by Mr. Amore’s sibling, over which Mr. Amore has investment control. Also includes (i) 109,393 shares, (ii) 26,667 shares which may be acquired upon the conversion of shares of series I preferred convertible stock and (iii) 5,600 shares underlying warrants, all of which are owned by Margui Family Partners, Ltd. with respect to Mr. Amore disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(7)	Includes 41,500 shares of common stock underlying options, 5,000 shares of nonvested stock and 123,412 shares held indirectly by Mr. Rosenfeld. Does not include 68,244 shares held by Mr. Rosenfeld’s children, with respect to which Mr. Rosenfeld disclaims beneficial ownership.
(8)	Includes 41,500 shares of our common stock underlying options and 5,000 shares of nonvested stock.
(9)	Includes 150,000 shares of our common stock underlying options and 37,500 shares of nonvested stock.
(10)	Includes 140,5000 shares of our common stock underlying options, 37,500 shares of nonvested stock and 5,000 shares owned by Mr. Wheeler’s sister.
(11)	Includes shares of our common stock underlying options.

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(12)	Includes 31,500 shares of our common stock underlying options, 5,000 shares of nonvested stock, 6,667 shares which may be acquired upon conversion of our series I preferred convertible stock and 1,400 shares underlying warrants.
(13)	Includes 58,000 shares of our common stock underlying options and 10,000 shares of nonvested stock.
(14)	Includes 31,500 shares of our common stock underlying options and 5,000 shares of nonvested stock.
(15)	Includes shares of our common stock underlying options and nonvested stock.
(16)	Includes 25,000 shares of our common stock underlying options and 3,600 shares owned by Mr. Neville’s and his wife’s IRA.
(17)	Represents 100 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 333,333 shares of our common stock. Christian Altaba is the natural person with voting and investment control over the shares.
(18)	Represents 48 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 160,000 shares of our common stock. Heinrich Adolf Hans Herweg is the natural person with voting and investment control over the shares.
(19)	Represents 45 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 150,000 shares of our common stock.
(20)	Represents 35 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 116,667 shares of our common stock.
(21)	Represents 28 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 93,333 shares of our common stock. Roberto Solis Monsato is the natural person with voting and investment control over the shares.
(22)	Represents 20 shares of series I convertible preferred stock which are convertible into, and have voting rights equivalent to 66,667 shares of our common stock. Antonio De Roquerey is the natural person with voting and investment control over the shares.

Shareholders Agreement

Under the terms of a Shareholders Agreement, dated as of May 15, 2000, Vistagreen Holdings (Bahamas), Ltd., predecessor-in-interest to Sun Equity Assets Limited, Moraine Investments, Inc., predecessor-in-interest to Sun Equity Assets Limited, and Paradise Stream (Bahamas) Limited, on the one had, and TCO Company Limited, Manuel D. Medina, Willy Bermello and ATTU Services, Inc., the shareholders party to the Agreement have agreed to vote in favor of the election of two nominees, as designated by Vistagreen, will be elected to the executive committee of our board of directors. Vistagreen has nominated Timothy Elwes to serve on our board of directors. We do not currently have an executive committee.

Equity Compensation Plan Information

The following table summarizes share and exercise price information about our equity compensation plans as of March 31, 2007.

	Number of Securities to		Weighted Average
	be Issued Upon Exercise		Exercise Price of		Number of Securities
	of Outstanding Options,		Outstanding		Available for Future
	Nonvested Stock,		Options, Nonvested		Issuance Under Equity
Plan Category	Warrants and Rights		Stock, Warrants and Rights		Compensation Plans
Equity compensation plans approved by security holders(1)		5,438,315	$	8.76		29,000
Equity compensation plans not approved by security holders(2)		142,500	$	—		—

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(1)	Includes options to purchase shares of our common stock and other rights under the following stockholder-approved plans: the 1996 Plan, the 2000 Directors Plan, the 2000 Stock Option Plan and the 2005 Executive Compensation Plan.
(2)	These securities represent nonvested stock granted to employees that are subject to stockholder approval at the next stockholders’ meeting. The amount includes 75,000 and 37,500 shares granted to Mr. Medina and Mr. Segrera, respectively. The remaining balance pertains to newly hired employees who are not Named Executive Officers.

ITEM 13.   Certain Relationships and Related Transactions

We have entered into indemnification agreements with all of our directors and some of our officers, to provide them with the maximum indemnification allowed under our bylaws and applicable law, including indemnification for all judgments and expenses incurred as the result of any lawsuit in which such person is named as a defendant by reason of being one of our directors, officers or employees, to the extent such indemnification is permitted by the laws of Delaware. We believe that the limitation of liability provisions in our Amended and Restated Certificate of Incorporation and the indemnification agreements enhance our ability to continue to attract and retain qualified individuals to serve as directors and officers.

On June 13, 2006, we entered into an employment letter agreement with Arthur J. Money, a member of our board of directors. Under the terms of this letter agreement, Mr. Money agreed to serve as Director — Government, Military and Homeland Security Affairs. The employment letter expires by its terms on January 31, 2007; however, it continues in effect unless terminated by us or him on 48 hours written notice for terminations with cause or on 90 days written notice for terminations without cause. Mr. Money’s compensation under the employment letter consists of $5,000 per month and a grant of 15,000 shares of our common stock issued under the terms of our 2005 Executive Incentive Compensation Plan. Notwithstanding his title, Mr. Money is not considered an officer of Terremark, and the employment letter expressly provides he is not granted the ability to bind Terremark to any agreement with a third party or to incur any obligation or liability on behalf of Terremark.

On May 26, 2005, we issued 111,017 shares of our common stock to Joseph R. Wright, our Vice Chairman, in connection with the exercise of certain of his options at $3.50 per share.

We entered into an agreement with Mr. Wright, commencing September 21, 2001, engaging him as an independent consultant. The agreement is for a term of one year after which it renews automatically for successive one-year periods. Either party may terminate the agreement by providing 90 days notice. The agreement provides for an annual compensation of $100,000, payable monthly.

We have also entered into a consulting agreement with Guillermo Amore, a member of our board of directors, engaging him as an independent consultant. The agreement, effective October 2006, provides for annual compensation of $240,000, payable monthly. In addition, in October 2006, our board of directors approved the issuance of 50,000 shares of nonvested stock to Mr. Amore with a vesting period of one year

On May 2003, we entered into a subcontractor agreement with Fusion Telecommunications International, Inc. to provide Internet protocol services under our agreement with the Diplomatic Telecommunications Service — Program Office for 16 U.S. embassies and consulates in Asia and the Middle East with another one scheduled to be installed. Fusion’s Chief Executive Officer, Marvin Rosen, is one of our directors. In addition, Fusion’s former Chairman, Joel Schleicher, and Kenneth Starr, one of Fusion’s other directors, formerly served on our board. Manuel D. Medina, our Chairman, President and Chief Executive Officer, and Joseph R. Wright, Jr., another director of ours, formerly served on Fusion’s board of directors. During the year ended March 31, 2007 and 2006, we purchased approximately $0.5 million and $1.3 million in services from Fusion, respectively.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

PricewaterhouseCoopers LLP

On October 5, 2005, our audit committee unanimously determined to dismiss PwC as our independent registered certified public accounting firm. On October 5, 2005, we informed PwC representatives of their

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dismissal, which became effective as of the date PwC completed its procedures on our unaudited interim financial statements as of September 30, 2005 and for the three and six month periods then ended and the quarterly report on Form 10-Q in which such unaudited interim financial statements were included. These procedures were completed on November 9, 2005.

The reports of PwC on our financial statements as of and for the year ended March 31, 2005 did not contain an adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal year ended March 31, 2005 and through October 5, 2005, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference thereto in its reports on the financial statements for such years.

During the years ended March 31, 2005, and through October 5, 2005, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except as described below:

•  In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we completed our assessment of the effectiveness of its internal control over financial reporting and concluded that our internal control over financial reporting was not effective as of March 31, 2005 due to material weaknesses in our internal control related to (i) the restriction of access to key financial applications and data and controls over the custody and processing of disbursements and of customer payments received by mail, and (ii) the billing function to ensure that invoices capture all services delivered to customers and that such services are invoiced and revenue is recorded accurately and timely, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). More details on these two material weaknesses in internal control over financial reporting and management’s plans to remediate these weaknesses are discussed in Item 9A of our annual report on Form 10-K (Amendment No. 2), which was filed with the U.S. Securities and Exchange Commission on August 17, 2005, and in Item 4 of our quarterly report on Form 10-Q for the quarter ended September 30, 2005. In connection with the previously described restatement of our consolidated financial statements, we determined we would restate our report on internal controls over financial reporting as of March 31, 2005 to include this additional material weakness.

•  On November 9, 2005, the Company filed a Current Report on Form 8-K, indicating it would restate its Annual Report on Form 10-K for the year ended March 31, 2005 and its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004. In connection with this restatement, management determined that the following material weakness also existed as of September 30, 2005: The Company did not maintain effective controls over the accounting for and calculation of earnings per share. More details on this restatement and the additional material weakness in internal control over financial reporting can be found in Item 4.02(a) of the Company’s Current Report on Form 8-K, which was filed with the U.S. Securities and Exchange Commission on November 9, 2005, and in Item 4 of the Company’s Form 10-Q for the quarter ended September 30, 2005.

•  As further discussed in Item 4 of our quarterly report on Form 10-Q for the quarter ended December 31, 2004, the failure of certain of our internal controls to identify certain adjustments that were required to be recorded within our quarterly report on Form 10-Q for the quarter ended June 30, 2004 and the fact that certain further adjustments to our calculations of the value of embedded derivatives, which necessitated the filing of an amendment to our quarterly report on Form 10-Q for the quarter ended June 30, 2004, led our management to conclude that a “material weakness” existed in our internal controls with respect to these matters as of June 30, 2004.

Management of the Company believes that this material weakness has been remediated as of March 31, 2005.

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KPMG LLP

Our audit committee solicited proposals from four major accounting firms and conducted an evaluation in connection with the selection of our independent auditor. On October 5, 2005, our audit committee notified KPMG LLP (KPMG) that, upon dismissal of PwC, KPMG would be appointed as our independent registered public accounting firm.

During the fiscal year ended March 31, 2005 and through October 5, 2005, neither us nor anyone acting on our behalf consulted with KPMG regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (ii) any matter that was either the subject of a disagreement (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K), or a reportable event (as such term is described in Item 304(a)(1)(v) of Regulation S-K).

Since November 9, 2005, KPMG LLP has served as our independent registered certified public accounting firm.

Fees and Services of Independent Auditors

Fees billed for services by KPMG for the 2007 fiscal year and PwC for the 2006 fiscal year were as follows ($ in millions):

	2007		2006
Audit Fees	$	1.2	$	1.4
Audit-Related Fees		0.3		—
	$	1.5	$	1.4

Audit fees primarily represent amounts for services related to the audit of our consolidated financial statements and internal control over financial reporting and reviews of financial statements included in our Forms 10-Q. Audit related fees represent amounts for services other than audit and review services described above and in the year ended March 31, 2007 consisted of consents provided in connection with our registration statements and for the preparation of comfort and related letters.

Audit Committee Approval

Our audit committee pre-approves all services provided to us by KPMG.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

TERREMARK WORLDWIDE, INC.

By:  /s/  MANUEL D. MEDINA

Manuel D. Medina

Chairman of the Board, President and

Chief Executive Officer

(Principal Executive Officer)

Date: July 30, 2007

By:  /s/  JOSE A. SEGRERA

Jose A. Segrera

Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: July 30, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

	Signature	Title	Date
/s/  MANUEL D. MEDINA Manuel D. Medina		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	July 30, 2007
/s/  GUILLERMO AMORE Guillermo Amore		Director	July 30, 2007
/s/  TIMOTHY ELWES Timothy Elwes		Director	July 30, 2007
/s/  ANTONIO S. FERNANDEZ Antonio S. Fernandez		Director	July 30, 2007
/s/  HON. ARTHUR L. MONEY Hon. Arthur L. Money		Director	July 30, 2007
/s/  MARVIN S. ROSEN Marvin S. Rosen		Director	July 30, 2007
/s/  MIGUEL J. ROSENFELD Miguel J. Rosenfeld		Director	July 30, 2007
/s/  RODOLFO A. RUIZ Rodolfo A. Ruiz		Director	July 30, 2007

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	Signature	Title	Date
/s/  JOSEPH R. WRIGHT, JR. Joseph R. Wright, Jr.		Director	July 30, 2007
/s/  JOSE A. SEGRERA Jose A. Segrera		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 30, 2007

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Manuel D. Medina, certify that:

1.	I have reviewed this Amendment No. 1 on Form 10-K/A of Terremark Worldwide, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: July 30, 2007	/s/ Manuel D. Medina
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Jose A. Segrera, certify that:

1.	I have reviewed this Amendment No. 1 on Form 10-K/A of Terremark Worldwide, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: July 30, 2007	/s/ Jose A. Segrera
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Manuel D. Medina, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The accompanying Amendment No. 1 on Form 10-K/A for the fiscal year ended March 31, 2007 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Terremark Worldwide, Inc.

Date: July 30, 2007	/s/ Manuel D. Medina
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jose A. Segrera, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The accompanying Amendment No. 1 on Form 10-K/A for the fiscal year ended March 31, 2007 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Terremark Worldwide, Inc.

Date: July 30, 2007	/s/ Jose A. Segrera
	Chief Financial Officer
	(Principal Financial and Accounting Officer)