System License Agreement (2003)Full Document 

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                       TERREMARK SYSTEM LICENSE AGREEMENT


This License Agreement (the "Agreement") is made and entered into as of this 13
day of June 2002 by and between TERREMARK WORLDWIDE, INC., a Delaware
corporation ("Licensor"), having offices at 2601 So. Bayshore Drive, Miami, FL
33133 and NAP DE LAS AMERICAS - MADRID, S.A., a Spanish limited liability
company having offices at Camara Oficial de Comercio e Industria de Madrid,
Plaza de la Independencia, n1 Madrid, Spain (the "Licensee"). Licensor and
Licensee are each individually referred to herein as a "Party" and are
collectively referred to as the "Parties".

WHEREAS, Licensor and its Affiliates (defined below) have developed and continue
to develop methods of operating carrier-neutral Tier-1 Network Access Points
("Tier-1 NAPs") that feature a distinctive facility format and utilize
distinctive uniform business formats, signs, equipment, layouts, systems,
Know-how (defined below), methods, procedures, inventory specifications,
training, maintenance, refurbishment, remodeling and refit procedures, designs
and marketing and advertising standards and formats, all of which Licensor may
modify from time to time (the "Terremark System"); and

WHEREAS, Licensor and its Affiliates operate and grant to certain qualified
persons or entities, the right to develop and use the Terremark System; and

WHEREAS, Licensee was formed for the purpose of developing, owning and operating
carrier-neutral Tier-1 NAPs in the Territory using the Terremark System (the
"Business"); and

WHEREAS, Licensor wishes to license to Licensee the exclusive use of the
Terremark System in the Territory;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Parties agree as follows:

1. LICENSE OF INTELLECTUAL PROPERTY

1.1 GRANT OF RIGHTS. In exchange for the consideration set forth in paragraph
1.2 and the Stockholder's Agreement among Licensor, Licensee, and Licensee's
Stockholders on 31 May, 2002 (the "Stockholders Agreement"), Licensor grants to
Licensee, and Licensee accepts, a nontransferable, royalty-free, fully-paid and
exclusive right and license to use, copy and exploit all the intellectual
property, Know-how, Licensor's Confidential Information (as defined below),
Copyrighted Works and Marks comprising the Terremark System, including without
limitation, all trade secrets, know-how, show-how, methodologies and processes
set forth on Schedule A hereto (collectively, the "Intellectual Property") in
connection with operating the Business in the Territory during the Term (the
"License").

         (i)      The term "Know-how" means a package of non-patented practical
                  information resulting from experience and testing by Licensor
                  that is secret, substantial and identified and forms part of
                  the Terremark System. For these purposes "secret" means that
                  the know-how as a body or in its precise configuration is not
                  easily accessible and "substantial" means that the know-how
                  includes information that is important and useful to Licensee
                  in developing and operating Tier-1 NAPs in Spain.

         (ii)     The term "Marks" mean the trademarks, service marks and other
                  commercial symbols which Licensor authorizes its licensees to
                  use from time to time to identify the products and services
                  offered used in connection with the Terremark System, whether
                  by TerreNAP Data Center or otherwise, including the marks "NAP
                  of the Americas," "NAP de Las Americas" and "TerreNAP" and the
                  Know-how.

         (iii)    The term "Copyrighted Works" means certain copyrighted or
                  copyrightable works that are created by or for Licensor
                  (including, without limitation, the Methods and Procedures
                  Manuals, Basis of Design Drawings and Specifications) and
                  which Licensor licenses to Licensee from time to time for use
                  in the operation of the Business in the Territory.



TERREMARK SYSTEM LICENSE - SPAIN
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               TERREMARK - NAP/MADRID - PROPRIETARY & CONFIDENCIAL


         (iv)     The term "Affiliate" shall mean any person or entity that (a)
                  directly or indirectly owns or controls, (b) is directly or
                  indirectly owned or controlled by, or (c) is under common
                  control with Licensor or Licensee, as applicable. For purposes
                  of this definition, "control" means holding a majority of the
                  equity or otherwise having the power to direct or cause the
                  direction of the management and policies of an entity.

         (v)      The term "Territory" shall mean the country of Spain as its
                  borders and possessions are constituted on the date hereof.

         (vi)     No change in the ownership or control of Licensee contemplated
                  by the Stockholders Agreement shall be deemed to violate the
                  provisions of this Agreement prohibiting Licensee from
                  transferring the License.

Licensee acknowledges that Licensor is engaged, or may in the future engage, in
the Business in territories other than the Territory, and agrees that Licensor
has the right use and exploit the Intellectual Property in connection therewith
outside the Territory.

1.2 CONSIDERATION. Licensee shall grant to Licensor (or its designated
Affiliate) an initial ten percent (10%) equity interest in Licensee, with the
right to acquire up to an additional thirty -percent (30%), in accordance with
the provisions of the Stockholders Agreement (for an aggregate of 40%). In
addition, as a condition precedent to this License becoming effective, Licensee
shall have purchased and fully paid for 5,000,000 shares of Licensor common
stock pursuant that certain Stock Purchase Agreement between Licensor and
Licensee dated 11 June, 2002.

1.3 REPRESENTATIONS AND WARRANTIES. Licensor represents and warrants that (i) it
owns or has full right and authority to use, exploit and license to Licensee all
the Intellectual Property; (ii) the Intellectual Property is free and clear of
any outstanding injunction, judgment, order or decree; (iii) this License
Agreement and the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of Licensor; (iv) the Intellectual
Property licensed to Licensee hereunder comprises all of Licensor's intellectual
property necessary for Licensee to operate the Business; (v) no action, suit,
claim or demand is pending or, to the knowledge of Licensor, is threatened which
challenges the ownership, validity, enforceability, license or use of any item
of Intellectual Property; (vi) the use or exploitation of the Intellectual
Property by Licensee in accordance with this Agreement will not interfere with,
infringe upon, misappropriate or otherwise come into conflict with any
intellectual property or other proprietary right of any third party; and (vii)
to the extent that any interest in the Intellectual Property has been pledged or

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