You cannot use yum without internet.
Via command line, change directory to the CD as such:
cd /media/FCxxxx/Fedora/RPMS
Replace xxxx with what is appropriate.
Install packages needed with rpm command as such:
rpm -ivh package name
What type of modem, if it is a pci internal modem, only Lucent Win modem can be installed on 64 bit Linux.
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