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                                                                   EXHIBIT 10.11

                        CONFIDENTIAL TREATMENT REQUESTED




                      BROADBAND CONTENT TEAMING AGREEMENT

This Broadband Content Teaming Agreement (the "Agreement") is entered into by
and between broadcast.com, a Delaware corporation ("broadcast.com") and I(3)S
Inc., a Texas corporation ("I3S"), known jointly as the "Parties," this 19th
day of February, 1999 (the "Effective Date").

1.   DEFINITIONS:

     1.1   "Co-Branded Page(s)" shall mean a web page(s) created by I3S that
           contains equally prominent branding of broadcast.com and I3S for
           placement on I3S's website.

     1.2   "Confidential Information" shall mean any information of a Disclosing
           Party that the Receiving Party knows or reasonably should know to be
           confidential or proprietary information of the Disclosing Party,
           whether of a technical, business or other nature.

     1.3   "Disclosing Party" shall mean a party who discloses Confidential
           Information to a Receiving Party.

     1.4   "Events" shall mean broadcast.com multicast and unicast live and
           on-demand or archived events available to users from the Co-Branded
           Page and which broadcast.com possesses the copyright or license to
           distribute over the Internet, which Events are set forth on EXHIBIT A
           attached hereto and made a part hereof for all purposes, as such
           Exhibit may be amended from time to time.

     1.5   "Marks" shall mean a party's logos, trade names, trademarks and
           service marks, collectively.

     1.6   "Multicast" shall mean any system, procedure or technology, as
           updated from time to time, which distributes data (including, without
           limitation, audio or video) over the System which causes or allows
           such data to be accessed, duplicated, or replicated as and when
           needed by routers, switches, terminal servers, or other equipment,
           including, without limitation, the single transmission of data which
           can simultaneously service numerous, multiple receivers.

     1.7   "Multicasting" is the utilization of Multicast.

     1.8   Except for content independently developed or acquired by I3S,
           "Multicast Privilege" is the right of first reservation and access to
           act as a distributor of each Event made accessible from the
           Co-Branded Page(s) on the System and for which broadcast.com
           possesses the exclusive right or license to distribute said Event
           over the Internet.

     1.9   "Receiving Party" shall mean a party who receives Confidential
           Information from a Disclosing Party.

     1.l0  "Sponsorship" shall mean gateway, banner, button, and/or interstitial
           advertising that is sold to an advertiser on the premise that it will
           appear in connection specifically with the Multicast Events on the
           Co-Branded Page(s) and not as part of a general rotation of
           advertising on the broadcast.com Web site (e.g. a rotation on all
           sports content or a run of site rotation).

     1.11  "Sponsorship Revenue" shall mean the aggregate amount of Sponsorship
           revenue collected by broadcast.com in connection with the Multicast
           Events on the Co-Branded Page(s) after all applicable commissions and
           agency fees associated with such sale, if any, have been paid.

     l.12  "System" is any wireless network (including, without limitation,
           direct broadcast satellites, hand held devices, microwave dish
           facilitated data transmission, Vertical Blanking Interval (VBI),
           wireless cable and data broadcasting, Teledesic, Iridium and other
           satellites, and any and all other wireless networks) or wired network
           (including, without limitation, the Internet, the Internet II, or any
           other online services network which utilizes computer terminals,
           terminal servers, modems, cable modems, HFC, coaxial cable, xDSL,
           routers, splitters,


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           switches, multicasting technology, power lines, or other high speed
           data connections and any and all other wired networks) that
           distributes audio, video, or other programming using digital
           algorithms, one and/or two-way digital services, or any other means
           now existing or hereafter created.

2.   MULTICAST PRIVILEGE AND EVENT DISTRIBUTION LICENSE:

     2.1   I3S hereby grants to broadcast.com the exclusive Multicast Privilege
           for the term of this Agreement. broadcast.com hereby grants I3S,
           solely with respect to properties served by the I3S network, the
           exclusive right and license to distribute the Events; provided, that
           nothing contained in this section 2.1 shall prohibit broadcast.com
           from distributing the Events from the broadcast.com Web sites, nor
           shall it constitute a violation of this Agreement if I3S customers
           are able to access the Events through the broadcast.com Web sites.
           Subject to the terms of this Agreement, I3S and broadcast.com may
           elect to jointly distribute the Events over systems operated by other
           broadband Internet service providers.

     2.2   Broadcast.com grants I3S the right to the enjoyment of ancillary
           benefits, which include (a) the ability to attract customers by
           promoting the extensive and varied content made available by the
           alliance between broadcast.com's multicast programming and I3S's
           multicast capabilities and its System, and (b) designation as a
           broadcast.com IP Multicast affiliate in the form of a multicast
           affiliate logo to be provided by broadcast.com.

     2.3   I3S shall install at a local loop (DS3 or OC3, as applicable, in the
           determination of I3S) to connect to broadcast.com's network in order
           to ensure the highest level of service to I3S users. I3S agrees to
           absorb any and all expenses associated with the installation and
           maintenance of said local loop, and to comply with the Acceptable Use
           Policies of broadcast.com.

3.   CO-BRANDED PAGES; EDITORIAL REVIEW BOARD:

     3.1   I3S shall create a Co-Branded Page(s), which shall be subject to
           review and prior approval of the Editorial Board (as hereinafter
           defined), to co-promote the Events. The Events to be included on the
           Co-Branded Page(s) will be mutually selected by broadcast.com and
           I3S, and shall include, without limitation, live television and radio
           station feeds, concerts, sporting and business services events, as
           well as on-demand movies, music and similar types of content. The
           Events will be accessible from such locations on the Internet as
           designated by broadcast.com, including, but not limited to, the
           Co-Branded Page(s). I3S agrees to update such Co-Branded Page(s) as
           soon as reasonably practical, but in no event in excess of 3 business
           days after receipt of new Event entries from broadcast.com.

     3.2   I3S shall pay broadcast.com a fee equal to *** per month during the
           term of this Agreement for the encoding, serving and maintenance of
           the Events for placement on the Co-Branded Page(s), due and payable
           quarterly within 30 days of receipt of an invoice from broadcast.com.
           Except for Sponsorship sales initiated by I3S, Broadcast.com will
           have the exclusive right to sell all Sponsorship and all other
           advertising in connection with the Co-Branded Page(s). All monthly
           Sponsorship or advertising revenue, whether paid in advance or not,
           generated by sponsors or advertisers in connection with the Agreement
           will be billed and collected by Broadcast.com throughout the term of
           the Agreement; provided, however, that, by the fifteenth (15th) day
           after the expiration of each calendar quarter hereafter Broadcast.com
           shall pay I3S a revenue sharing fee ("I3S Revenue Sharing Fee") in an
           amount equal to ****** ** of all such Sponsorship and advertising
           revenue generated in the immediately preceding calendar quarter. All
           monthly revenue generated by Subscribers for premium pay streaming
           content services under this Agreement, whether paid in advance or
           not, will be billed and collected by I3S throughout the term of this
           Agreement; provided, however, that, by the fifteenth (15th) day after
           the expiration of each calendar quarter hereafter I3S shall pay
           Broadcast.com a revenue sharing fee ("Broadcast.com Revenue Sharing
           Fee") in an amount equal to ***** of all such Subscriber-generated
           revenue in the immediately preceding calendar quarter. The I3S
           Revenue Sharing Fee and the Broadcast.com Revenue Sharing Fee are
           hereinafter collectively referred to as the "Revenue Sharing Fees".
           Notwithstanding anything to the contrary contained herein, no Events
           shall be offered on a subscription or pay per view basis without the
           prior written approval of broadcast.com.

     3.3   The revenue derived from the sale of all other advertising on the
           broadcast.com Web site (even if such advertising appears on pages,
           other than the Co-Branded Pages through which the Events are
           accessible), will be retained by broadcast.com in its entirety.
           Except for a *** percent ** advertising sales commission


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           to be paid to broadcast.com in consideration of advertising sales
           sold by broadcast.com on the BroadbandNOW!(TM) Web site, the revenue
           derived from the sale of all other advertising and sponsorships on
           the BroadbandNOW!(TM) Web site (even if such advertising or
           sponsorships appear on pages, other than the Co-Branded Pages,
           through which the Events are accessible), will be retained by I3S
           in its entirety.

     3.4   Subject to the terms and provisions of this Agreement, I3S and
           broadcast.com shall jointly market, offer, provide and sell the
           Events to other third parties providing broadband or high speed
           Internet access services. The parties shall create an Editorial
           Board, composed of 2 appointees from each party, to review and
           approve the content, layout and structure of the Co-Branded Pages.
           The Editorial Board shall meet on a periodic basis as agreed by its
           members, but no less than once each calendar quarter hereafter. The
           Editorial Board shall create and maintain such procedures and
           internal operational processes as it shall deem necessary and prudent
           to carry out its intents and purposes hereunder.

4.   ACCOUNTS: I3S will cooperate with broadcast.com to ensure that all
     accounts and/or ports will be enabled to receive traffic from
     broadcast.com. I3S represents and warrants that as of the Effective Date
     I3S has exclusive rights to provide high speed data services, including,
     without limitation, the distribution of Events, to 1,000,000 apartment
     units, nationwide. I3S agrees to inform broadcast.com on a quarterly basis
     of any additional accounts and or ports added to the I3S network.

5.   PROMOTIONS: I3S shall be entitled to advertise its participation in
     broadcast.com's multicast and unicast programming, subject to
     broadcast.com's reasonable prior review and approval of such advertising.
     I3S shall also provide a hyperlink from its home page to broadcast.com's
     home page, or to other pages on the broadcast.com Web site as broadcast.com
     may reasonably designate upon consultation with I3S.

6.   DEMOGRAPHICS: Broadcast.com and I3S agree to jointly develop a system to
     track behavior and demographics information for users who access the Events
     on the Co-Branded Page(s) in order to formulate a more desirable menu of
     Events, which information shall not be shared with third parties without
     each party's prior written approval. Only for purposes of performing
     broadcast.com's obligations hereunder, I3S agrees to provide
     broadcast.com all reasonable information necessary to determine
     listenership for the Events, including, but not limited to, the I3S
     subnetwork addresses.

7.   TERM: This Agreement shall be effective for a period of three (3) years
     commencing on the Effective Date hereof. Thereafter, this Agreement shall
     automatically renew for successive one (1) year periods unless either party
     delivers thirty (30) days written notice by certified mail, return receipt
     requested, to the other party that such party does not agree to such
     renewal, or otherwise this Agreement shall be deemed extended for each
     additional one (1) year period. All provisions hereof regarding amounts
     payable by either party to the other party shall survive the expiration or
     earlier termination of this Agreement until such amounts are paid in full
     by the obligor party.

8.   LIMITATION OF LIABILITY: NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,
     INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO
     THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
     NEGLIGENCE), AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY
     OF SUCH DAMAGES. EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS,
     IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED BY IT
     HEREUNDER.

9.   INTELLECTUAL PROPERTY RIGHTS: Each party acknowledges and agrees that: (i)
     the other party's Marks are and shall remain the sole property of the other
     party; (ii) nothing in this Agreement shall confer in the party any right
     of ownership in the other party's Marks, and (iii) the party shall not now
     or in the future contest the validity of the other party's Marks.
     broadcast.com shall defend, indemnify and hold harmless I(3)S, its parent,
     subsidiaries, affiliates, directors, officers, shareholders, employees and
     agents and its successors and assigns, from and against any and all claims,
     demands, actions, liabilities, losses, damages and expenses, including,
     without limitation, settlement costs and reasonable attorneys' fees,
     arising out of or relating to any actual or alleged infringement of any
     third party's trade secrets, trademark, service mark, copyright, patent or
     other intellectual property rights (the "Intellectual Property Rights") in
     connection with the use of said Intellectual Property Rights hereunder.
     broadcast.com's obligation pursuant to the immediately preceding sentence
     is subject to the following conditions: (i) I(3)S shall give broadcast.com
     prompt written notice of all actions, claims or threats against I(3)S of
     infringement or



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     violation of Intellectual Property Rights; (ii) I(3)S shall permit
     broadcast.com to elect to assume complete control of such claims at its
     sole discretion and expense; provided, however, that I(3)S may elect, in
     such case, to retain its own counsel, at I(3)S's expense, to represent
     I(3)S's interest; and further, provided, however, that broadcast.com will
     fully cooperate with I(3)S and keep it fully informed and refrain from
     entering into any settlement or agreed judgment without I(3)S's prior
     written consent, which consent shall not be unreasonably withheld, delayed
     or conditioned; and (iii) I(3)S shall cooperate fully with broadcast.com in
     defending against claims, including making known or available to the
     indemnifying party, upon reimbursement of all costs associated with
     provision or reproduction of, all records and document pertaining to
     claims.

10.  CROSS INDEMNIFICATION FOR OBLIGATIONS UNDER THIS AGREEMENT. Each party
     hereby agrees to indemnify, defend and hold harmless the other party from
     any and all damages, liabilities, costs and expenses, including, without
     limitation, reasonable attorneys' fees and expenses, arising out of, under
     or in connection with the indemnitor party's duties, obligations, actions
     or performance under this Agreement, or the indemnitor party's gross
     negligence or willful misconduct.

11.  LIMITATION OF LIABILITY. It is expressly understood that neither party
     makes any projection, representation or warranty regarding the amount of
     revenue that may be earned by the other party under this Agreement. Neither
     party shall be liable to the other party for any indirect, incidental,
     special, or consequential damages of any kind whatsoever; provided,
     however, that this limitation of liability shall not apply to either
     party's indemnification obligations under this Agreement.

12.  DEFAULT. Upon the occurrence of any of the following events, a party shall
     be deemed to be in default under this Agreement:

           (a) Material breach of any warranty or representation by the
           defaulting party;

           (b) Material failure to perform the defaulting party's obligations
           hereunder, including with respect to each Party its failure to make
           the payments to the other Party as set forth in Section 3 hereof.

           (c) The defaulting party's ceasing to conduct business in the normal
           course, insolvency, the making of a general assignment for the
           benefit of its creditors, suffering or permitting the appointment of
           a receiver or similar officer for its business or assets or availing
           itself of, or becoming subject to, any proceeding under the United
           States Federal Bankruptcy Laws or any federal or state statute
           relating to solvency or the protection of the rights of creditors; or

           (d) Making of any warranty, representation, statement or response in
           connection with this Agreement which was untrue in any material
           respect on the date it was made by the defaulting party.

13.  REMEDIES. In the event the defaulting party fails to cure any default set
     forth hereunder for a period of thirty (30) days after written notice of
     such default by the non-defaulting party, the non-defaulting party may
     terminate this Agreement without further obligation on the part of the
     non-defaulting party, and pursue any claims at law or in equity against the
     defaulting party.

14.  FAILURE TO EXERCISE REMEDY. The remedies set forth above are cumulative,
     but the non-defaulting party is under no obligation to exercise any such
     remedy. The exercise of, or failure to exercise, any such remedies shall
     not prevent any future exercise of the same or any other remedies or
     release the defaulting party from its obligations under this Agreement.

15.  EFFECT OF TERMINATION. Early termination or expiration of this Agreement
     shall not impair either party's then accrued rights, obligations,
     liabilities or remedies hereunder.

16.  EXAMINATION; AUDIT RIGHTS. Each Party agrees that the other Party has the
     right to audit or otherwise examine, or have audited or otherwise examined,
     on an annual basis all applicable books, records, documents, and other data
     of the audited Party, including computations and projections, specifically
     and only relating to the Revenue Sharing Fees under this Agreement, and the
     audited Party's billing and collection of revenues from subscribers,
     sponsors and advertisers. If the audited Party's audit reveals that the
     auditing Party has been underpaid its applicable Revenue Sharing Fee by a
     percentage in excess of five percent (5%) over the period of the audit, the
     audited Party shall pay the auditing Party's reasonable costs of the audit,
     in addition to paying all past due amounts owed to the auditing Party. The
     audited Party shall make available at its principal place of business at


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     all reasonable times during normal business hours the materials described
     in the first sentence of this Section 16 for examination, audit, or
     reproduction. In the event that this Agreement is completely or partially
     terminated, the records relating to the Revenue Sharing Fees shall be made
     available for two (2) years after any termination of this Agreement.
     Records pertaining to appeals or to litigation or the settlement of claims
     arising under or relating to either party's performance under this
     Agreement shall be made available until disposition of such appeals,
     litigation or claims.

17.  NOTICE. Any notice, demand or other communication required or permitted by
     any provision of this Agreement shall be deemed to have been sufficiently
     given or served for all purposes when delivered in person or sent by
     registered or certified mail, return receipt requested, all postage and
     other charges prepaid, to the respective addresses of the parties first
     noted above, or at such other address as may be designated by notice from
     such party to the other party pursuant to their terms of this section.

18.  PUBLIC DISCLOSURES. All media releases, public announcements, and public
     disclosures by either party or its employees, agents or representatives
     relating to this Agreement or the subject matter hereof, excluding any
     announcement beyond the control of this disclosing party, will be approved
     by the non-disclosing party in writing prior to release.

19.  PERFORMANCE REVIEW. In the event of any dispute or controversy between
     the parties of any kind or nature, upon the written request of either
     party, each of the parties will appoint a designated officer whose task it
     will be to meet for the purpose of resolving such dispute or controversy or
     to negotiate for an adjustment to any provision of this Agreement needed to
     resolve such dispute or controversy. Such officers will discuss the dispute
     or controversy and negotiate in good faith in an effort to resolve the
     dispute or controversy or renegotiate the applicable section or provision
     of this Agreement without the necessity of any formal proceeding relating
     thereto. No formal proceedings for the judicial or arbitrational resolution
     of such dispute or controversy may be commenced until either or both of the
     designated officers conclude in good faith that an amicable resolution
     through continued negotiation of the matter at issue is not likely to
     occur, or until thirty (30) days have elapsed from the date of the written
     request, whichever is sooner.

20.  ARBITRATION. Except where otherwise expressly provided, the parties hereby
     agree to submit to arbitration any and all disputes, controversies,
     differences, or claims which may arise between them in relation to or out
     of this Agreement, or the breach thereof. If the parties fail to reach an
     amicable settlement or earlier resolution by mutual agreement, any
     controversy or claim relating to this Agreement shall be submitted to final
     and binding arbitration pursuant to the Rules of the American Arbitration
     Association then in effect, by three arbitrators knowledgeable of said
     rules and as to industry standards, sitting in a location in Dallas County,
     State of Texas, designated by the filing party. One arbitrator will be
     appointed by each party within ten (10) days of the filing of the
     arbitration claim and the two arbitrators shall appoint a third arbitrator
     within thirty (30) days. None of the arbitrators shall be related to or
     have any direct or indirect interest in I(3)S or broadcast.com. The
     arbitrators will be instructed to consider, in making any determination,
     the customary practices in the industry to the extent such practices exist.
     The arbitration proceeding shall commence within thirty (30) days of the
     selection of the arbitrators. Discovery shall be limited so as to allow the
     taking of a maximum of five (5) depositions by each party. The arbitrators
     shall be authorized to provide for interim and final injunctive relief. The
     parties acknowledge and agree that such arbitration shall be the sole forum
     for such interim and final injunctive relief and the parties agree to
     accept and abide by such injunctive relief. The arbitrators shall have the
     right but not the obligation to award to the prevailing party the cost of
     resolving any dispute regarding this Agreement or the formation, breach,
     enforcement or performance hereof, including any reasonable fees of
     attorneys, accountants and expert witnesses incurred by the prevailing
     party. Punitive damages shall not be recoverable in any arbitration
     initiated pursuant to this Agreement. Judgment upon the award rendered by
     the arbitrators may be entered in any court having jurisdiction thereof.
     Notwithstanding anything to the contrary contained herein, if, at any time
     an initiating party can show that it would suffer irreparable harm by
     following the above procedures solely because of the time that it would
     take to engage the arbitrators and the non-filing party will not agree to
     immediately appoint the arbitrators and that money damages would not be
     adequate to compensate it for the harm so suffered, the initiating party
     may apply to any court of competent jurisdiction for an order or judgment
     granting that party a provisional remedy, including, but not limited to, a
     temporary restraining order, a preliminary injunction or an attachment.

21.  GENERAL PROVISIONS:

     21.1  This Agreement shall constitute the entire understanding between the
           parties, and supersedes all prior negotiations or understandings
           between the parties concerning the subject matter contained herein.


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     21.2  Broadcast.com's services and the execution of the Events on the
           Co-Branded Page(s) shall be provided in a businesslike, high quality
           and professional manner.

     21.3  I3S agrees to indemnify and hold harmless broadcast.com and its
           officers, directors, employees and agents from and against any and
           all losses, claims, damages, liabilities, obligations, penalties,
           judgments, awards, costs, expenses and disbursements, including
           without limitation, the costs, expenses and disbursements, as and
           when incurred, of investigating, preparing or defending any action,
           suit, proceeding or investigation, caused by, relating to, based
           upon, arising out of or in connection with any breach by I3S of the
           representations, warranties or agreements made by it under this
           Agreement.

     21.4  Each party shall maintain in strict confidence, and not disclose or
           distribute to any third person any Confidential Information of the
           other party. Confidential Information does not include any
           information that: (a) entered the public domain through no fault of
           the Receiving Party; (b) is rightfully received by the Receiving
           Party from a third party legally entitled to make such disclosure;
           (c) is already known to the Receiving Party prior to disclosure by
           the Disclosing Party; (d) is required to be disclosed pursuant to
           subpoena, applicable law, or SEC rules or regulations; or (e) is
           independently developed by the Receiving Party without reference to
           any confidential or proprietary information of the Disclosing Party.

     21.5  This Agreement shall be governed by the laws of the state of Texas
           applicable to contracts entered into and to be performed entirely
           within the State of Texas. The parties expressly agree that any
           action at law or in equity arising out of or relating to this
           Agreement shall be filed only in the state and federal courts located
           in Dallas County, Dallas, Texas. The parties hereby consent and
           submit to jurisdiction of such courts for the purposes of litigating
           any such action.

     21.6  Should any part of this Agreement be found to be illegal or otherwise
           unenforceable, both Parties shall continue to be bound under the
           remaining provisions of this Agreement.

     21.7  This Agreement shall be binding upon and inure to the benefit of the
           Parties hereto and their respective successors, assigns or purchasers
           of the respective companies. In addition, upon prior written notice
           to the other party, either party has the right to assign this
           Agreement to any entity; provided, however that said assignee shall
           unconditionally assume the assignor's obligations hereunder.

     21.8  The parties hereto are independent parties, and no partnership, joint
           venture, enterprise, or employment relationship shall be created or
           inferred by the existence or performance of this Agreement.

     21.9  The persons executing this Agreement on behalf of the parties hereto
           hereby represent and warrant that: (a) he or she has the authority to
           legally bind the respective party; (b) he or she has been duly
           authorized to execute this Agreement, and (c) all necessary corporate
           actions and requirements for execution, if any, have been taken or
           have been satisfied.

     21.10 This Agreement may be executed in one or more counterparts, which
           when taken together, shall constitute one and the same document. The
           parties hereby agree that facsimile signatures are valid and binding
           on the parties.

IN WITNESS WHEREOF, the Parties hereto have caused the foregoing agreement to be
signed by a duly authorized agent of each party, the day and year first above
written.

I(3)S, Inc.:                                 BROADCAST.COM:
I(3)S, Inc.                                  broadcast.com inc.
1440 Corporate Drive                         2914 Taylor Street
Irving, Texas 75038                          Dallas, TX 75226


By: /s/ BILL ANDERTON                        By: /s/ KEVIN PARKE
   -------------------------------              --------------------------------
Name: Bill Anderton                          Name: Kevin Parke
     -----------------------------                ------------------------------
Title: VP & Chief Scientist                  Title: VP
      ----------------------------                 -----------------------------







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                                    EXHIBIT A

          [DESCRIPTION OF EVENTS TO BE INCLUDED ON CO-BRANDED PAGE(S)]

















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