EXHIBIT 15

                              AOL TIME WARNER INC.
                              75 Rockefeller Plaza
                               New York, NY 10019


                                  May 20, 2002



Aspen Investments LLC
Atlantis Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134, USA
Attn: President




Ladies and Gentlemen:

Reference  is made to the  Voting  Agreement,  dated as of March  8,  2002  (the
"Voting  Agreement"),  by and among AOL Time Warner Inc., America Online,  Inc.,
Aspen  Investments LLC and Atlantis  Investments  LLC (each a "Stockholder"  and
collectively, the "Stockholders"). Capitalized terms used in this letter and not
defined  herein  will have the  meanings  ascribed  to such  terms in the Voting
Agreement.

Each  Stockholder  hereby  agrees  to amend the  Voting  Agreement  by  deleting
Attachment  1  thereto  and  substituting  Attachment  1 to this  letter in lieu
thereof.  Each Stockholder further agrees that its obligations under Section 2.1
of the Voting  Agreement with respect to the Charter  Amendments  shall apply to
all the amendments contemplated by Attachment 1 (as substituted hereby), whether
proposed  in one or more than one  stockholder  proposal  and  whether  effected
through one or more filings with the Secretary of State of the State of Delaware
of certificates of amendment to the Certificate and/or a restated certificate of
incorporation of the Company which incorporate such changes. Except as expressly
amended by this letter, the Voting Agreement is and shall continue to be in full
force and effect in accordance with its terms.



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         Your signature below indicates your acceptance of the foregoing.


                                                     Very truly yours,

                                                     AOL TIME WARNER INC.


                                                     By: _______________________
                                                          Name:
                                                          Title:








Agreed and Acknowledged:



ASPEN INVESTMENTS LLC


By: ____________________________
      Name:
      Title:


ATLANTIS INVESTMENTS LLC



By: ____________________________
      Name:
      Title:






                                  Attachment 1



                        [see Attachment 1 to Exhibit 14]