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                                                                   EXHIBIT 10.24




                            LIBERTY MEDIA CORPORATION
                            9197 SOUTH PEORIA STREET
                               ENGLEWOOD, CO 80112


                                January 25, 2000

BroadbandNOW, Inc.
1440 Corporate Drive
Irving, Texas  75038

Gentlemen:

     BroadbandNOW, Inc. and its wholly owned subsidiary, BroadbandNOW Texas,
Inc. (collectively, the "Company") are engaged in the business of providing
high-speed Internet access and customized broadband content and applications to
subscribers via a private IP network that can connect such subscribers via
multiple broadband technologies, including DSL, cable modem, wireless and
Ethernet (the "BroadbandNOW Service"). Certain affiliates of Liberty Media
Corporation ("Liberty") are in the business of developing content that can be
transmitted via the BroadbandNOW Service ("Liberty Content Affiliates").

     The Company desires to obtain content for distribution on the BroadbandNOW
Service from Liberty Content Affiliates, and Liberty desires to designate
Liberty Content Affiliates to provide content for distribution on the
BroadbandNOW Service. To carry out the purpose and intent of this Letter
Agreement, the Company agrees to offer to Liberty Content Affiliates (designated
by Liberty) a right of first refusal to provide content that such Liberty
Content Affiliates either own or control and have the right to distribute over
the Internet or any other interactive medium for distribution on the
BroadbandNOW Service on terms no less favorable to Liberty Content Affiliates
than those offered by the Company to any other person or entity providing
content for distribution on the BroadbandNOW Service ("ROFR"). For purposes of
this Letter Agreement, the ROFR provided to Liberty Content Affiliates does not
require that the Company have an offer to provide content for distribution on
the BroadbandNOW Service from another content provider that such Liberty Content
Affiliates have a right to match, but rather that the Company will offer such
Liberty Content Affiliates the right to provide content for distribution on the
BroadbandNOW Service on a most favored nations basis with other similarly
situated content providers. The Company and each designated Liberty Content
Affiliate will enter into a definitive agreement, on terms and conditions
mutually acceptable to the parties and consistent with the terms of this Letter
Agreement, pursuant to which such Liberty Content Affiliate will provide content
for distribution on the BroadbandNOW Service. The Company agrees to negotiate in
good faith with the designated Liberty Content Affiliates to enter into such
definitive agreements on terms consistent with this Letter Agreement.

     Each of the parties hereto represents and warrants that it is authorized
and has all rights necessary to enter into this Letter Agreement and to perform
its obligations hereunder. This Letter Agreement constitutes a binding
obligation of each of the parties hereto, enforceable against each of the
parties hereto in accordance with its terms. This Letter Agreement will be

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governed by and construed in accordance with the laws of the State of Texas,
without reference to its conflicts of law rules.

     Please confirm your agreement to the provisions of this Letter Agreement by
signing below where indicated.

                                   Very truly yours,

                                   LIBERTY MEDIA CORPORATION



                                   By:
                                      ------------------------------
                                      Name:
                                      Title:


  ACCEPTED AND AGREED:

  BROADBANDNOW, INC.


  By:
     ------------------------------
     Name:
     Title: