      WASHINGTON (Reuters) - America Online and Time Warner are in talks with some
      big Internet rivals to give them access to cable television lines in an attempt to win
      government approval of their merger, the Washington Post reported.

      The newspaper quoted sources familiar with the negotiations as saying that Time Warner
      and AOL, the world's dominant Internet service provider, have stepped up talks with
      one- time nemesis EarthLink Inc., the nation's second-largest ISP.

      The two companies were also trying to put the finishing touches on a proposed contract
      with Juno Online Services Inc., the third-largest ISP in the country, the Post said, quoting Juno's chief executive
      Charles Ardai.

Both deals would give the AOL competitors access to Time Warner's extensive cable television network for
Internet service.

The Federal Trade Commission last week gave AOL and Time Warner up to three weeks to satisfy concerns
about competition in the marketplace, or else the government likely will go to court to block the $183 billion deal.

      Some at the FTC want the companies to sign a cable-access deal with a competitor before the merger is
      approved, sources have said. By doing so, officials could review the contract to make sure the terms are fair and
      non-discriminatory.

Under one scenario, the FTC would require that the companies offer terms in any deal that are at least as
favourable as those in their initial contract with an ISP.

      Such a benchmark would free the federal agency from having to closely monitor the companies after the merger is
      approved. The two sides have discussed a settlement in which the combined company would sign one competing
      ISP in each of Time Warner's cable markets and eventually open up the lines to two more unaffiliated
      competitors, according to the Post.

The Post said Time Warner spokesman Edward Adler and AOL officials had declined to comment on the report.

      In July, Time Warner announced that it had a letter of intent that would allow Juno to offer its online service over
      Time Warner's cable lines. For months, negotiations moved slowly, but now a 30-to-40-page contract is close to
      being signed, Ardai told the Post.

      Ardai declined to discuss the specifics of the agreement with Time Warner, but he said that "in rough outline" the
      deal is similar to Juno's contracts with telecommunications vendors that provide Internet service over telephone
      lines.

      Juno pays those vendors fees for the use of their networks, based on the amount of time Juno subscribers spend
      online. In the case of Time Warner, the fee would not be based on user time, but on the number of users on the
      cable line, he said.

      Juno is slated to participate in Time Warner's open-access trial run in Columbus, Ohio. The test, which would
      connect non-affiliated ISPs to Time Warner's network, is expected to take place in the next 30 days, the Post
      said.

Meanwhile, EarthLink officials declined to comment on their negotiations. But sources said the terms being
offered are better than previous proposals offered by Time Warner.

In September, EarthLink had accused Time Warner of offering terms so onerous it called into question AOL and
Time Warner's commitment to open access.

AOL and Time Warner have also pursued a cable-access deal with Denver-based RMI.Net, officials of the
regional ISP confirmed yesterday.