**EXHIBIT 99.1**

**SAFE HARBOR COMPLIANCESTATEMENT FOR FORWARD-LOOKING STATEMENTS**

             Inpassing the Private Securities Litigation Reform Act of 1995, or the ReformAct, Congress encouraged public companies to make “forward-looking statements”by creating a safe harbor to protect them from securities law liability inconnection with these statements.  Weintend to qualify both our written and oral forward-looking statements forprotection under the Reform Act and any other similar safe harbor provisions.

             Generally,forward-looking statements include expressed expectations of future events andthe assumptions on which these expectations are based.  All forward-looking statements areinherently uncertain as they are based on expectations and assumptionsconcerning future events, and they are subject to numerous known and unknownrisks and uncertainties that could cause actual events or results to differmaterially from those projected.  Due tothose uncertainties and risks, the investment community is urged not to placeundue reliance on our written or oral forward-looking statements.  We do not undertake any obligation to updateor revise this Safe Harbor Compliance Statement for Forward-Looking Statementsto reflect future developments.  Inaddition, we do not undertake any obligation to update or reviseforward-looking statements to reflect changed assumptions, the occurrence ofunanticipated events or changes to future operating results over time.  This Statement supersedes the Safe HarborStatement filed as Exhibit 99.1 to our Quarterly Report on Form 10-KSB forthe year ended December 31, 2000.

             Weprovide the following risk factor disclosure in connection with our continuingeffort to qualify our written and oral forward-looking statements for the safeharbor protection of the Reform Act and any other similar safe harborprovisions.  Important factors currentlyknown to our management that could cause actual results to differ materiallyfrom those in forward-looking statements include the disclosures contained in theQuarterly Report on Form 10-Q to which this statement is appended as an exhibitand also include the following:

**We have experienced, and continue to experience, net lossesand negative cash flows from operations.**

             Sinceour inception, we have experienced, and are continuing to experience, operatinglosses and negative cash flow from operations. Our statements of operations for the six months ended June 30, 2001, andthe same period in the prior year, reflect net losses of $9,244,328, and$10,660,598, respectively.

**We may require additional working capital or financing tomeet our operating demands.**

             Ourfuture financial results will depend primarily on our ability to increaseadvertising revenues and maintain our existing installations.  We cannot assure that we will achieveprofitability or positive cash flows from future operating activities.  If we experience operating difficulties, orif advertising revenues do not increase substantially, it is likely that we willbe required to raise additional capital or obtain additional financing to fundour operations.

**We may not meet our covenants under our bank debtarrangements.**

             AtJune 30, 2001, we were not in compliance with certain financial covenantsrequired under our $12 million line of credit facility or our MPM subsidiary’srevolving loan commitment or term loan. The Company received a waiver from the financial institution for thecurrent default related to the financial covenants of the $12 million line ofcredit facility.  As of July 10, 2001,in conjunction with the sale of the MPM subsidiary, the entire balance of MPM’sterm loan and revolver loan was paid in full. The outstanding amount on our credit facility is $1.7 million, which isdue on December 31, 2001.  We believe itis possible that certain requirements contained in our loan covenants may notbe met during fiscal 2001.  If we failto meet a covenant under the bank loans, the financial institutions have theright to declare the loans due upon demand. The Company is currently in discussions with financial institutionsregarding new credit facilities and exploring other capital-raisingalternatives.  The Company cannot becertain that any of the alternatives will be consummated. 

**We depend upon our advertising revenues.**

             Wederive a significant portion of our revenues from advertisers displaying theircommercials on the CTN network. Although we have agreements with certain national advertisers and haveheld discussions or had prior agreements with other national advertisers, wecannot assure that these advertisers will continue to purchase advertising fromus, or that new advertisers will purchase advertising from us.  Because certain advertisers may discontinueor reduce advertising on our network from time to time, we anticipate that wecould experience fluctuations in operating results and revenues. The failure toattract and enter into new and/or additional agreements with nationaladvertisers and to derive significant revenues from these advertisers wouldhave a material adverse effect on our business and financial results.

**We may need to raise additional capital.**

             Weoften are in discussions with financial institutions regarding new creditfacilities and exploring other capital-raising alternatives.  Members of our management team are likely toexpend considerable resources in pursuing and negotiating any suchtransaction.  We can offer no assurancethat we will be successful in completing a capital-raising transaction onsatisfactory terms.  Even if we are ableto complete a capital-raising transaction, the terms and conditions of thetransaction may pose additional risks to our company.

**We must maintain existing installations.**

             Ournetwork’s growth is dependent upon our ability to maintain the number ofinstallation sites at colleges and universities.  If we maintain our installation sites and increase sell-outpercentages and CPM rates, we will be able to increase our advertisingrevenue.  We have increased our numberof installations, including contracts for future installations, from 1,790 asof June 30, 2000 to 1,870 as of June 30, 2001. Although we have been successfulin increasing our installation sites, we cannot assure that this growth willcontinue and that colleges and universities will not require the removal of oursystem from current locations.  Ourcontracts with colleges and universities for installation sites typically havea three-year term.  The failure tomaintain our installation sites would have a material adverse effect on ourbusiness and financial results.

**We depend upon our access to programming.**

             Webelieve that our ability to maintain access to music videos and otherprogramming on a regular, long-term basis, on terms favorable to us, isimportant to our future success and profitability.  Our network’s programming consists primarily of music, news,information and entertainment.  Ournetwork’s music programming is provided free of charge by major musiccompanies, including EMI, Polygram, MCA, Warner/Elektra/Atlantic and BMG.  We also receive customized news and sportsfeeds produced for the network by CNN through an agreement with Turner PrivateNetworks.  Termination of substantiallyall or a large number of our programming agreements would have a materialadverse effect on our business and financial results.

**We depend upon satellite technology.**

             Theability of our network to transmit our programming, and thereby deriveadvertising revenue, is dependent upon proper performance of the satellitetransmission equipment upon which our network’s programming delivery is based.  Our contract with Public BroadcastingService, Inc. provides for our sublease of transponder capacity on a satelliteowned and operated by GE American Communications, Inc.  We are entitled to limited protected serviceunder the sublease in the event the satellite fails, which would enable thenetwork’s programming to be redirected to a different satellite under certaincircumstances and subject to certain limitations. However, in the event thatour network’s programming is required to be redirected to a differentsatellite, our satellite dishes installed in each of our affiliate locationswould be required to be redirected in order for the programming signals to bereceived from the satellite.  Thisredirection procedure could take up to 21 days for completion and would involvesignificant cost to us.  We haveobtained insurance for certain of the costs associated with such a satellitefailure, including the costs of redirecting the satellite dishes, securing a newsatellite transponder, and the lost advertising revenues resulting from theinterruption in programming.

**We depend on our agreements with third parties.**

             Theability of our network to transmit our programming and to maintain and installour equipment is dependent upon performance by certain third parties undercontracts with us.  We are substantiallydependent upon performance by unaffiliated companies for our day-to-dayprogramming operations and system installation and maintenance.

**Any failure to maintain or improve market acceptance for theNetwork would adversely affect our business.**

             Ourprospects will be significantly affected by the success of our affiliatemarketing efforts, the acceptance of our programming by potential viewers andour ability to attract advertisers. Achieving market acceptance for our network will require significanteffort and expenditures by us to enhance awareness and demand by viewers andadvertisers.  Our current strategy andfuture marketing plans may be subject to change as a result of a number offactors, including progress or delays in our affiliate marketing efforts, thenature of possible affiliation and other broadcast arrangements that may becomeavailable to us in the future, and factors affecting the direct broadcastindustry.  We cannot assure that our strategywill result in initial or continued market acceptance for the Network.

**We depend upon our key executives.**

             Weare substantially dependent on the efforts of: Jason Elkin, our Chairman and Chief Executive Officer, and Thomas Rocco,our President.  The loss of any of theseexecutives could have a material adverse effect on our business and financialresults.  All of these executives haveentered into multi-year employment agreements with us.

**We depend on our sales staff to maintain our business.**

             Ourbusiness is, and will continue to be, dependent upon the sales skills of ouraccount personnel and their relationships with clients.  There is substantial competition among mediaplacement and advertising companies for talented personnel and we are vulnerableto adverse consequences from the loss of key individuals.  Our employees are generally not underemployment contracts and are free to move to competitors.

**We may not be able to compete successfully with othercompanies.**

             CTNcompetes for advertisers with many other forms of advertising media, includingtelevision, Internet, radio, print, direct mail and billboard. There are nomeaningful intellectual property barriers to prevent competitors from enteringinto this market, and we cannot assure that a competitor with greater resourcesthan us will not enter into the market. We believe that competition could increase as other organizationsperceive the potential for commercial application of our product or service.

**We must continue to advance our technology.**

             Weexpect technological developments and enhancements to continue at a rapid pacein the direct broadcast satellite network industry and related industries, andwe cannot assure that technological developments will not require us to switchto a different transmission technology or cause our technology and products tobe dated.  Our future success could belargely dependent upon our ability to adapt to technological change and remaincompetitive.

**Our principal stockholder continues to control our affairs.**

             U-CHoldings, L.L.C. beneficially owns approximately 82.8% of our outstandingvoting stock, including common stock and voting preferred stock.  As a result of its ownership, Holdings has,and will continue to have, sufficient voting power to determine our directionand policies, the election of our directors, the outcome of any other mattersubmitted to a vote of stockholders and to prevent or cause a change in ourcontrol.

**We may be subject to conflicts of interest and related partytransactions.**

             Certainconflicts of interest may arise as a result of the beneficial ownershipinterests in Holdings that are held by a majority of our directors, includingour Chairman and Chief Executive Officer. Several members of our Board of Directors may be deemed to be indirectbeneficial owners of the securities owned by Holdings.  Conflicts of interest may arise as a resultof these affiliated relationships. Although no specific measures to resolve such conflicts of interest havebeen formulated, our management and Board have a fiduciary obligation to dealfairly and in good faith with the stockholders and will exercise reasonablejudgment in resolving any specific conflict of interest that may occur.

**The holders of our common stock could be materially dilutedunder certain circumstances.**

             Theconversion of the shares of convertible preferred stock into common stock orthe payment of a dividend of shares of common stock to the holders ofconvertible preferred stock will result in dilution of voting rights of the currentlyoutstanding public holders of the common stock.

**Our revenues are subject to seasonality.**

             Ourrevenues are affected by the pattern of seasonality common to mostschool-related businesses. Historically, we have generated a significant portion of our revenuesduring the period of September through May and substantially less revenuesduring the summer months when most colleges and universities do not holdregular classes.

**Our stock price and ability to raise capital or obtainfinancing could be hurt by our outstanding warrants and options.**

             Asof June 30, 2001, there are outstanding options to purchase 2,553,286 shares ofour common stock granted to employees, officers and directors pursuant to ourstock option plans and otherwise. Holdings has entered into certain Equity Protection Agreements, datedApril 25, 1997, which allow Holdings to purchase additional shares of ourcommon stock at any time after the exercise of options or warrants that wereoutstanding on April 25, 1997 at the price of $2.75 per share and $3.50 pershare (as adjusted).  As of the datehereof, the Equity Purchase Agreements represent Holdings’ right to purchase2,077,194 shares of CTN’s common stock. Certain other holders of options and warrants also have demand andpiggy-back registration rights.  Whilesuch rights, warrants and options are outstanding, they may (i) adverselyaffect the market price of our common stock and (ii) impair our ability to, andthe terms on which we can, raise additional equity capital or obtain debt financing.

**Sales of our shares could cause our stock price to fall.**

             Salesof a substantial number of shares of common stock in the public market couldadversely affect the market price of our common stock prevailing from time totime.  All shares of our common stock,including shares held by Holdings, are freely tradable or may be sold pursuantto Rule 144 under the Securities Act. The sale of the shares of our common stock held by Holdings and otheraffiliates of CTN are subject to certain volume limitations set forth in Rule144 under the Securities Act.  As ofJune 30, 2001, options to purchase 2,553,286 shares and warrants to purchase924,832 shares of our common stock were outstanding, of which options topurchase 1,463,209 shares and warrants to purchase 924,832 shares wereexercisable.

**If we cannot integrate acquired companies with our business,our profitability may be adversely affected.**

             Wehave completed a number of acquisitions since January 1998 and may completeadditional acquisitions of complementary businesses in the future.  Our operating results may be adverselyaffected if we cannot effectively and efficiently integrate these recentlyacquired companies.  In addition, we maycontinue to seek to expand or complement our operations through the acquisitionof additional companies or through the licensing of programs that we believeare compatible with our business.  As ofthe date of this report, we have no definitive plans, agreements, commitments,arrangements or understandings with respect to any significantacquisition.  Under Delaware law,various forms of business combinations can be effected without stockholderapproval and, accordingly, stockholders will, in all likelihood, neitherreceive nor otherwise have the opportunity to evaluate any financial or otherinformation which may be made available to us in connection with anyacquisition and must rely entirely upon the ability of management in selecting,structuring and consummating acquisitions that are consistent with our businessobjectives.