Office of the Secretary



November 19, 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 four ISPs ("Motions"): (1) Applied Technology Group, Inc., (2) ShreveNet, Inc., (3) DURO Communications Corp. d/b/a Volaris Online, and (4) LocalNet 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

Lori Barnes, President
Applied Technology Group, Inc.
4440 Easton Drive
Bakersfield, CA 93309

Allen Marsalis, President
ShreveNet, Inc.
333 Texas Street St.
Suite 175
Shreveport, LA 71101

Lee McArthur, Vice President of Integration and Business Strategy
DURO Communications Corp. d/b/a Volaris Online
1101 Greenwood Blvd. Suite 200
Lake Mary, FL 32746

Marc P. Silvestri, President
LocalNet Corp.
325 Hampton Hill Drive
Williamsville, NY 14086