Office of the Secretary



February 26, 2002

Robert D. Joffe, Esquire
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

Re: America Online/Time Warner, FTC Docket No. C-3989.

Dear Mr. Joffe:

This letter responds to AOL Time Warner Inc.'s Motions for Approval of Non-Affiliated ISP and Alternative Cable Broadband ISP Service Agreement in connection with five ISPs ("Motions"): West Central Ohio Internet Link, LLC, (2) LocalNet Corp., (3) Global Systems, Inc., (4) Big Net Holdings, Inc., and (5) Digital Communications Networks Inc. Pursuant to Paragraph II.A.2. of the Decision & Order issued by the Commission in this matter, AOL Time Warner requests that the Commission approve each ISP and the Agreements executed by each.

After consideration of AOL Time Warner's Motions and other available information, the Commission has determined to approve the ISPs and the Agreements as described in AOL Time Warner's Motions. In according its approval, the Commission has relied upon the information submitted and the representations made in connection with AOL Time Warner's Motions and has assumed them to be accurate and complete.

By direction of the Commission, Chairman Muris recused.

Donald S. Clark


Michael O'Conner, President
West Central Ohio Internet Link, LLC
215 N. Elizabeth
Lima, Ohio 45801

Marc P. Silvestri, Vice President
LocalNet Corporation
5500 Main St.
Williamsville, NY 14221

Dr. Moe El-Gamal, CEO
Global Systems, Inc.
P.O. Box 502
120 Lodge Street
Kenansville, NC 28349

James Jung, Senior Vice President
Big Net Holdings, Inc.
5977 E. 14 Mile Rd.
Sterling Heights, MI 48312

Robert H. Mogadam, President
Digital Communications Networks Inc.
6320 Canoga Ave.
Woodland Hills, CA 91367