-- Distribution of digital content is a key revenue opportunity for telecommunications carriers. As media content moves from analog and physical media-based distribution to digital on-line distribution, a great opportunity exists for carriers to claim their role in the media value chain and grow revenue by enhancing their broadband "all you can eat" high speed Internet access offer to incorporate delivery of a variety of paid content. By offering a distributed peer to peer content delivery capability with authentication, personalization and payment functions, carriers can gain a larger portion of the revenue paid for content both within and beyond their traditional service domains. This paper describes an approach to digital content distribution that leverages existing Intelligent Network infrastructure that many carriers already possess, as well as Web Services.