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Office of the Secretary

United States of America
Federal Trade Commission
Washington D.C. 20580


May 8, 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 three ISPs ("Motions"): (1) Athena Services, Inc., (2) Web One, Inc., and (3) Internet Nebraska Corp. 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 not participating.

Donald S. Clark

Steve Kuckuk, Director of New Business Development
Athena Services, Inc.
1107 East South River St.
Appleton, WI 54915

Mike Compton, Vice President
Web One, Inc.
14333 W. 95th St.
Lenexa, KS 66215

Eric R. Erlandson, Vice President of Operations
Internet Nebraska Corp.
1719 N. Cotner Blvd., Suite B
Lincoln, NE 68505