<PAGE>
 
                                                                    EXHIBIT 10.4

                       PROGRAMMING AND SERVICES AGREEMENT
                       ----------------------------------

     This Programming Agreement (the "Agreement") is effective as of the 1st day
of January, 1998 ("Effective Date") by and between College Television Network,
Inc. (formerly known as UC Television Network Corp.) ("CTN"), a Delaware
corporation with its principal place of business at 5784 Lake Forrest Drive,
Suite 275, Atlanta, Georgia 30328, and Turner Private Networks, Inc., a Georgia
corporation with its principal place of business at One CNN Center, P.O. Box
105366, Atlanta, Georgia 30348-5366 ("Turner").  (CTN and Turner are
collectively referred to herein as the "Parties").

                             W I T N E S S E T H :
                             - - - - - - - - - -  

     WHEREAS, CTN owns and operates the College Television Network (formerly
known as UCTV) (the "Network") which provides television programming targeted to
college students in a place-based single channel viewing environment in common
areas on college campuses "Network Facilities");

     WHEREAS, CTN desires that Turner provide certain program and editorial
content to CTN for exhibition on the Network as further described below
("Programs");

     WHEREAS, Turner desires to provide such Programs to CTN on the terms set
forth in this Agreement for exhibition on the Network;

     THEREFORE, in consideration of the mutual covenants contained herein and
the mutual benefits to be derived therefrom and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

I.   Turner Obligations.
     ------------------ 

     (a)  Production.  Turner shall produce and provide to CTN for distribution
          ----------                                                           
          on the Network a fully produced and packaged Program for each non-
          holiday school day (based upon a mutually agreed upon school calendar
          running from approximately mid-August to mid-May) during the Term of
          this Agreement.  Each Program shall contain: (i) two (2) general news
          segments, each of which shall be approximately two and a half minutes
          in duration; (ii) two (2) sports segments, each of which shall be
          approximately two and a half minutes in duration; (iii) one (1)
          animated "short" or cartoon, which shall be subject to the reasonable
          approval of CTN and shall be approximately seven (7) minutes in
          duration; (iv) opening and closing graphics for each segment; and (v)
          anchor backgrounds behind the news and sports segments.

          The Programs shall be of broadcast quality according to generally
          accepted industry standards and shall be comparable in production
          quality to other Turner-produced programs. The host, the format and
          the set for the Programs, as well as the graphics included as part of
          the Programs, shall be subject to the reasonable

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          approval of CTN. The Programs shall be produced accordingly; any
          changes that would impact the budget must be agreed upon and Turner
          will only be obligated to implement the same if commercially
          reasonable and for an agreed upon increase in the Fee. Turner shall
          have absolute and complete editorial discretion with respect to the
          content, production, editing and updating of the Programs. In
          addition, it is expressly acknowledged and agreed that the Cable News
          Network ("CNN") or other appropriate TPNI-affiliated logo ("Turner
          Marks") shall appear on-screen at all times in the Programs to
          identify the source for the same and that such logos shall be of a
          size generally accepted in the television industry; such Turner Marks
          may not be used with any other on-air programming or elements included
          in the Network.

          Without assuming any obligation whatsoever, from time to time during
          the Term, Turner agrees to consider requests from CTN to permit CTN to
          air live breaking news appearing on CNN on the Network in lieu of
          Programs. Such permission shall be granted, if at all, on a case-by-
          case basis and pursuant to any limitations CNN deems appropriate. All
          technology and costs associated with carriage of the live CNN feed
          shall be the responsibility of CTN; Turner will use reasonable efforts
          to inform CTN of the costs (to the extent of its knowledge) in
          advance.

     (b)  Administrative Responsibilities.  From January 1, 1998, through the
          -------------------------------                                    
          completion of the school year in May 1998 ("Interim Period"), Turner
          hereby agrees to perform certain administrative and distribution
          responsibilities on behalf of CTN.  Specifically, Turner agrees to
          receive a reasonable amount of third party programming elements from
          CTN ("CTN Content") for inclusion on the Network and encode and
          transmit the same with the Programs as further provided in Paragraph
          (c) below.  In no event shall the CTN Content encoding and
          distribution process require more than one hundred twenty (120)
          minutes of distribution time per month, inclusive of any
          retransmission of said CTN Content, absent the separate written
          agreement of both parties.  After May 1998, Turner shall have no
          responsibility whatsoever to encode, distribute or otherwise process
          any CTN Content for the Network.

     (c)  Delivery.  Turner shall deliver the Programs and the CTN Content
          --------                                                        
          (during the Interim Period only) to CTN for distribution on the
          Network on the dates set forth on the Delivery Schedule attached
          hereto as Exhibit "X' and incorporated herein by reference.  During
          the Interim Period, Turner shall deliver the Programs, along with any
          CTN Content, to CTN for daily (school day only) broadcast prior to the
          scheduled air time via internet feed (or other mutually acceptable
          means) to the Hughes satellite facilities in Germantown, Maryland for
          CTN's subsequent distribution to the Network Facilities.

          After the Interim Period, Turner shall deliver the Programs to CTN on
          a daily school day basis prior to the scheduled air time on a mutually
          agreed upon schedule via fiber or other appropriate means of delivery
          selected by Turner to the

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          Crawford Production facility in Atlanta, Georgia, or such other
          location as directed by CTN so long as CTN agrees to pay any cost
          differential to Turner associated with the alternate place of
          delivery, for CTN's inclusion on the Network and distribution to the
          Network Facilities. CTN shall provide Turner a commercially reasonable
          period of time to switch to an alternate location should CTN elect to
          use a facility other than Crawford so that Turner can make all
          necessary arrangements.

     (d)  In addition, Turner agrees to provide CTN one (1) crew day (up to five
          (5) hours) per month for use by CTN in producing the CTN Content so
          long as CTN provides Turner seven (7) days' advanced written notice of
          the need for such crew and with the express understanding that the
          crew will be made available in the Atlanta metropolitan area only.  In
          addition, Turner will provide a maximum of five (5) hours edit time
          per month for use by CTN in the production of the CTN Content.  Such
          edit time will include use of an editor and facilities at times and
          locations designated by Turner in its reasonable sole discretion.
          Neither the production nor the edit time will accumulate from month to
          month; accordingly, such time will be forfeited if CTN fails to use
          such services in any given month.

II.  CTN Obligations
     ---------------

     (a)  CTN Content.  The CTN Content provided by CTN hereunder may include
          -----------                                                        
          music videos, commercials and other programming elements for
          distribution on the Network as CTN deems appropriate; provided,
          however, CTN agrees that the CTN Content shall be generally consistent
          with the production quality and journalistic integrity of the Programs
          and in compliance with all applicable laws, rules and regulations.  At
          Turner's discretion, certain CTN Content may be included in the
          Programs.  CTN shall be solely responsible for providing a host and
          graphics for any CTN Content at its sole cost and such person shall
          have no right whatsoever to represent himself or herself as a
          representative or employee of Turner or any of its affiliates.  It is
          further agreed that CTN may, at its sole cost, secure an anchor to
          work with Turner to host the segments contained in the Programs at no
          charge to Turner, subject to Turner's reasonable approval.  Subject to
          the details in Paragraph I above, CTN shall be solely responsible for
          the CTN Content including the production thereof (and all rights,
          licensing, clearance and payment issues related thereto), the assembly
          of the same with the Programs, and distribution of the Network to the
          Network Facilities.

     (b)  Distribution of CTN Content.  During the Interim Period, CTN shall be
          ---------------------------                                          
          solely responsible for providing the CTN Content to Turner in a timely
          manner for encoding and distribution to the Hughes facility.

     (c)  Reception and Re-Distribution to Network Facilities.  During the
          ---------------------------------------------------             
          Interim Period, CTN shall be solely responsible for the reception of
          Programs and CTN Content at the Hughes NOC and all equipment and costs
          related thereto.  Following the 

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          Interim Period and throughout the remainder of the Term, CTN shall be
          solely responsible for delivering any CTN Content to the Crawford
          facility or any alternate facility selected by CTN as contemplated by
          Paragraph I(c) above. At all times during the Term, subject to
          Turner's performance of its delivery obligations hereunder, CTN shall
          be responsible for assembling the Network and distributing the same to
          the Network Facilities, as well as all costs associated with the
          foregoing activities.

     (d)  Quality of Signal.  It shall be CTN's responsibility to ensure that
          -----------------                                                  
          the Network signal meets generally accepted broadcast industry
          standards for DBS such that the signal provided to the Network
          Facilities is generally consistent with the quality of signal provided
          by Turner (excluding any HDTV standards) for its other cable
          programming services.

     (e)  Installation of Network Facilities.  Subject to Turner's express
          ----------------------------------                              
          distribution obligations set forth in Paragraph l(c) above, CTN shall
          be solely responsible for the installation of all equipment necessary
          to distribute and exhibit the Network at the Network Facilities as
          contemplated hereunder.  CTN shall use its reasonable best efforts to
          use first rate quality equipment and shall include a sound system
          sufficient to deliver a clear and audible signal to the intended
          viewing area.  It is expressly understood that CTN shall have no
          rights whatsoever to use any Turner Marks on the television monitors
          or other equipment installed by or on behalf of CTN at the Network
          Facilities.

     (f)  Encoding and Related Equipment.  CTN has provided Turner with certain
          ------------------------------                                       
          MPEG encoding and related equipment necessary for Turner's performance
          of its obligations hereunder, which equipment is identified on
          Schedule I attached hereto ("CTN Equipment").  CTN shall maintain all
          such CTN Equipment in good working order throughout the Term and shall
          repair or replace any m functioning equipment in a timely manner upon
          notice from Turner.  Turner shall not be responsible for any delays
          caused by problems with the CTN Equipment.  After the Interim Period,
          Turner shall return the CTN Equipment to CTN in substantially the same
          condition CTN delivered to Turner, normal wear and tear excepted.

III. Representations and Authorizations
     ----------------------------------

     (a)  By CTN:
          ------ 

          CTN represents and warrants to Turner: (i) that it is the owner and
          operator of the Network; (ii) that it has the full power and authority
          to execute, deliver and perform under this Agreement and to consummate
          any and all transactions provided for herein; (iii) that the
          execution, delivery and performance of this Agreement and the
          consummation of any and all transactions contemplated by this
          Agreement, and the fulfillment of and compliance with the terms and
          conditions of this Agreement do not and will not violate or conflict
          with, or

                                      -4-
<PAGE>
 
          constitute a material breach of or default under, any existing
          contracts or commitments to which CTN is a party or by which it may be
          bound; (iv) to the best of CTN's knowledge, neither the CTN Content
          nor TPNI's use and distribution of the same as authorized hereunder
          will violate or infringe any third party's right of copyright,
          trademark, service mark, patent or other proprietary rights or
          constitute to defamation or invasion of privacy or publicity rights of
          any person or entity; and (v) it will secure all rights and licenses
          from and make all necessary payments to any third party in connection
          with use of the CTN Content as contemplated hereunder (including,
          without limitation, guild payments).

     (b)  By Turner:
          --------- 

          Turner represents and warrants to CTN: (i) that it has the full power
          and authority to execute, deliver and perform under this Agreement and
          to consummate any and all transactions provided for herein; (ii) that
          the execution, delivery and performance of this Agreement and the
          consummation of any and all transactions contemplated by this
          Agreement, and the fulfillment of and compliance with the terms and
          conditions of this Agreement do not and will not violate or conflict
          with, or constitute a material breach of or default under, any
          existing contracts or commitments to which Turner is a party or by
          which it may be bound; (iii) that, to the best of Turner's knowledge,
          the Programs (excluding any CTN Content therein) and CTN's use thereof
          as authorized hereunder do not violate any third party's right of
          copyright, trademark, service mark, patent or other proprietary rights
          or constitute a defamation or invasion of privacy or publicity rights
          of any person or entity; (iv) it will secure all rights and licenses
          from and make all necessary payments to any third party in connection
          with the use of the Programs (excluding any CTN Content included
          therein) as contemplated hereunder (including guild payments, but
          expressly excluding any public performance licenses or payments); and
          (v) that the non-dramatic performing rights to each musical
          composition in each Program (excluding any CTN Content included
          therein) are: (a) controlled by ASCAP, BMI or SESAC; (b) controlled by
          Turner to the extent necessary to permit CTN's use of the Programs as
          authorized hereunder; or (c) in the public domain. To the extent
          public performance rights and clearances to musical compositions and
          recordings necessary for CTN's use of the Programs are not controlled
          by Turner, CTN acknowledges that such public performances rights and
          clearances are not granted herein, and CTN shall, at its sole cost and
          expense, secure all public performance licenses (and pay related fees)
          necessary for the exhibition by CTN of each musical composition
          contained in any Program.

IV.  Term
     ----

     The term of this Agreement shall commence on the Effective Date and shall
     continue for a period of five (5) years through December 31, 2002 (the
     "Term").

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<PAGE>
 
V.   Fee and Payment Schedule
     ------------------------

     (a)  Fee.  As consideration for the Programs supplied to CTN under this
          ---                                                               
          Agreement, CTN agrees to pay Turner an annual fee of Five Hundred
          Thousand Dollars ($500,000) (the "Fee") during each of the first three
          (3) years of the Term, and an annual Fee of Seven Hundred Thousand
          Dollars ($700,000) in years 4 and 5 of the Term.

     (b)  Payment.  The annual Fee shall be payable in twelve (12) equal monthly
          -------                                                               
          installments, with the first monthly payment payable on January 10,
          1998, and each monthly installment thereafter payable on or before the
          10th day of each subsequent calendar month during the Term.

     (c)  Nonpayment.  In addition to its other contractual rights and rights at
          ----------                                                            
          law or in equity, in the event of CTN's continuing failure after
          written notice to pay Turner the Fee payable hereunder for a period of
          forty-five (45) days after the due date, Turner may, at its
          discretion, suspend performance of its obligations hereunder until
          full payment has been received.

VI.  Ownership
     ---------

     (a)  Ownership and Copyright of the Programs.  It is expressly acknowledged
          ---------------------------------------                               
          and agreed that, as between CTN and Turner, Turner shall own and
          retain, throughout the universe, and in perpetuity, the exclusive
          ownership of all rights and title in and to the Programs and the
          Turner Marks, including all rights of trademark, copyright and
          copyright renewal.  Turner's exclusive ownership and control of the
          Programs and Turner Marks shall be absolute and without any further
          obligation whatsoever to CTN or to any third party except as
          specifically provided herein.  All goodwill associated with the
          Programs and the Turner Marks and the distribution of the same on the
          Network shall inure to the sole benefit of Turner.

          It is expressly acknowledged and agreed that, as between CTN and
          Turner, CTN shall own and retain, throughout the universe, and in
          perpetuity, the exclusive ownership of all rights and title in and to
          the CTN Content and the CTN Marks, including all rights of trademark,
          copyright and copyright renewal. CTN's exclusive ownership and control
          of the CTN Content and CTN Marks shall be absolute and without any
          further obligation whatsoever to Turner or to any third party except
          as specifically provided herein. All goodwill associated with the CTN

          Content and the CTN Marks and the distribution of the same on the
          Network shall inure to the sole benefit of CTN.

     (b)  Turner Content License.  Turner hereby grants to CTN a license to
          ----------------------                                           
          distribute the Programs and any Turner Marks contained therein on the
          Network during the scheduled air dates solely for display on
          television monitors located in the 

                                      -6-
<PAGE>
 
          Network Facilities without the assessment of any viewing charge or
          access fee. CTN shall air the Programs in their entirety as delivered
          by Turner and shall not edit, insert material into, or otherwise alter
          the material contained in the Programs. CTN may not exhibit, display,
          distribute or otherwise use any Programs or any portion thereof on
          the Network in any respect after the date upon which such Programs are
          initially exhibited without the written consent of Turner. In addition
          to the foregoing, CTN may also use portions of the Programs and the
          designated Turner Marks to advertise or promote the Network, subject
          to Turner's prior written approval as to the specific use. Such
          promotional rights may include use of limited, non-time sensitive
          portions of the Programs on a promotional CTN website subject to
          Turner's prior written approval. Notwithstanding the foregoing, during
          the Term, CTN may use Turner's name and/or Mark solely to identify
          Turner as a programming source for the Network in its promotional
          materials without Turner's prior written consent as to each such use
          with the understanding that such use shall not be derogatory to or
          critical of Turner or its affiliates and must be consistent with the
          terms of the relationship established hereunder ( M.., no
          endorsement).

          No other rights in or to the Programs or the Turner Marks are granted
          or implied to CTN by this Agreement. Turner hereby reserves all rights
          in and to the programming footage and other material included in the
          Programs (excluding any CTN Content) and, hereby reserves the right to
          exercise, market, exploit or otherwise dispose of such rights in any
          manner it deems appropriate without limitation or restriction;
          provided, however, in no event will Turner use any customized
          programming elements created specifically for CTN or the Network for
          any purpose other than marketing or promotional activities without the
          prior approval of CTN.

     (c)  Withdrawal Rights.  Turner may, in its absolute discretion,
          -----------------                                          
          permanently or temporarily withdraw any Program or any portion thereof
          from distribution on the Network by written notice to CTN at any time
          as it deems necessary or advisable in the exercise of its sound
          business judgment and any such withdrawals, interruption, delay or
          interference shall not constitute or be deemed to be a breach of this
          Agreement; provided, however, that Turner agrees to use its best
          efforts to deliver a substitute Program as soon as possible.

          In the event Turner withdraws (and fails to replace) or fails to
          deliver any Programs in a timely manner, Turner shall, upon the
          written demand of CTN, reimburse or credit CTN for: (i) the pro-rata
          portion of the Fee allocable to such Program; and (ii) actual lost
          advertising revenue from advertising time which actually has been sold
          with respect to such Program to the extent make goods are unavailable,
          provided that CTN can document and verify such loss to Turner's
          reasonable satisfaction.

                                      -7-
<PAGE>
 
VII.  Advertising Time and Content
      ----------------------------

      Except as provided in this paragraph, CTN shall have the right to sell all
      advertising time on the Network and to retain all revenue derived
      therefrom. Nonetheless, CTN will use reasonable efforts to avoid placing
      any advertising on the Network in or adjacent to the Programs for any
      twenty-four hour news network. Notwithstanding CTN's control of the
      advertising on the Network, it is expressly acknowledged and agreed that
      CTN shall provide Turner with two (2) thirty second promotional spots per
      day on the Network (at no charge) for promotional advertising for products
      or services or cable networks owned and/or operated by Time Warner. Turner
      will receive one of the promotional spots in the morning daypart and the
      other in the afternoon daypart, with rotational placement (as scheduled by
      CTN) within each daypart so as to provide exposure during different time
      slots within each daypart. CTN further agrees to provide Turner additional
      thirty (30) second spots on the Network (at no charge) for its promotional
      spots on an as available basis out of advertising inventory (up to a
      maximum of one (1) thirty second spot per hour). CTN will make available
      to Turner upon reasonable request reports tracking the -placement of all
      such promotional spots on the Network. Finally, without assuming any
      obligation whatsoever, from time to time during the Term, CTN will explore
      the possibility of providing additional promotional opportunities to
      Turner in other media vehicles utilized by CTN in connection with the
      Network.

VIII. Exclusivity, Right of First Negotiation
      ---------------------------------------

      CTN hereby agrees that Turner shall be the exclusive programming supplier
      of news programming and a non-exclusive provider of sports and cartoon
      programming for the Network during the Term of this Agreement; provided,
      however, that such exclusivity shall not prevent CTN from obtaining and
      exhibiting local news segments produced by colleges and universities.
      Furthermore, though Turner is a nonexclusive provider of sports
      programming for the Network, CTN agrees that Turner shall provide the
      majority of all sports news programming Q e., daily sports news reporting
      with an anchor) on the Network.

      CTN hereby grants Turner a right of first negotiation to continue as a
      news and sports programming provider for the Network after the Term of
      this Agreement. Accordingly, at least sixty (60) and no more than one
      hundred twenty (120) days prior to the expiration of the Term, CTN shall
      notify Turner in writing of its intent to include news and/or sports
      programming on the Network after the Term and shall negotiate in good
      faith with Turner on an exclusive basis for a period of not more than
      thirty (30) days from Turner's receipt of such notice to arrive at an
      agreement pertaining to Turner's continuing as a news and sports
      programming supplier for the Network. If CTN and Turner are unable to
      reach an agreement within said thirty (30) day period, CTN may then pursue
      negotiations with a third party. The foregoing right of first negotiation
      shall be null and void and of no further force or effect if this Agreement
      is terminated early in accordance with its terms.

                                      -8-
<PAGE>
 
IX.  Indemnification
     ---------------

     (a)  By Turner.  Turner hereby agrees to indemnify, defend, protect, save
          ---------                                                           
          and hold harmless CTN, and its agents, officers, directors, employees,
          successors, licensees, assignees and attorneys, from and against, any
          and all liabilities, losses, damages, costs or expenses of any nature
          whatsoever, including, without limitation, reasonable attorneys' fees
          (including, without limitation, an applicable share of in-house
          attorneys' costs and expenses) and court costs, whether fixed or
          contingent, threatened or actual, known or unknown, liquidated or
          unliquidated, of any kind or nature whatsoever (collectively,
          "Claims"), imposed on, incurred by, or asserted against CTN or the
          foregoing individuals arising out of or related to a third party claim
          that (i) the Programs (excluding any CTN Content included therein)
          infringe or violate any copyright, trademark, patent or other
          intellectual property right of any third party or are considered
          libelous or defamatory to a third party; (ii) any Turner Mark
          infringes any copyright, trademark, patent or other intellectual
          property fight of any third party; (iii) Turner is in breach or
          alleged breach of any representation, warranty, covenant or obligation
          by it contained in or made pursuant to this Agreement; (iv) the
          Programs (excluding any CTN Content contained therein) fail to comply
          with any applicable laws, rules or regulations; or (v) Turner's
          activities hereunder caused any bodily injury and/or property damage.

     (b)  By CTN.  CTN hereby agrees to indemnify, defend, protect, save and
          ------                                                            
          hold harmless Turner and its agents, officers, directors, employees,
          successors, licensees, assignees and attorneys, from and against, any
          and all Claims imposed on, incurred by, or asserted against Turner or
          any of the foregoing individuals arising out of or related to a third
          party claim that (i) the CTN Content infringes or violates any
          copyright, trademark, patent or other intellectual property right of
          any third party or are considered libelous or defamatory to a third
          party; (ii) any CTN trademark, service mark, tradename or logo
          provided by CTN for the Network infringes any copyright, trademark,
          patent or other intellectual property right of any third party; (iii)
          the Network and/or CTN's distribution of the same fails to comply with
          any applicable laws, rules or regulations (except to the extent such
          noncompliance relates solely to the Programs); (iv) any equipment or
          installation activities related to the distribution and/or exhibition
          of the Network caused any bodily injury and/or property damage; or (v)
          CTN is in breach or alleged breach of any representation, warranty,
          covenant or obligation by it contained in or made pursuant to this
          Agreement.

X.   Termination.  This Agreement may be terminated as follows:
     -----------                                               

     (a)  By Either Party.  Either Party may terminate this Agreement if the
          ---------------                                                   
          other party is in material default in the performance of its material
          obligations hereunder or in material breach of its representations,
          warranties and/or covenants hereunder if 

                                      -9-
<PAGE>
 
          such default or breach remains uncured after receipt of thirty (30)
          days' written notice from the non-defaulting party.

     (b)  By Turner.  Turner may terminate this Agreement:
          ---------                                       

          (i)  on ninety (90) days prior written notice to CTN if the quality
               and/or content of the CTN Content or the advertising included on
               the Network significantly deteriorates from the current quality,
               or if the operations of the Network are significantly below the
               level of the current operations, so as to have a material adverse
               affect on the goodwill of Turner or one of its programming
               affiliates. For purposes of this Paragraph, significant
               deterioration in quality and/or content of the CTN Content shall
               mean changes that are objectionable such that colleges and
               universities are canceling their affiliation with CTN and which
               are materially below the quality of any programming currently
               being provided by Turner or one of its programming affiliates; or

          (ii) on ninety (90) days written notice to CTN in the event of a
               proposed CTN assignment to a Turner "Competitor" as defined in
               Paragraph XII(g) below.

     (c) By CTN.  CTN may terminate this Agreement:
         ------                                    

          (i)  on ninety (90) days written notice to Turner if the quality
               and/or content of the Programs (taken as a whole in each case)
               delivered by Turner significantly deteriorates from the current
               quality of the Programs.  For purposes of this Paragraph,
               significant deterioration in quality of the Programs shall mean
               changes that are materially below the quality of any programming
               currently being provided by Turner or one of its news programming
               affiliates; or

          (ii) upon the effective date of any sale or other disposition of
               substantially all of the CTN assets or CTN stock to any third
               party or the merger of CTN with any third party entity
               unaffiliated with CTN, by ninety (90) days prior written notice
               to Turner, provided that, CTN pays Turner an aggregate amount
               equal to nine (9) monthly payments at the applicable Fee rate for
               the period commencing on the effective date of termination or the
               amount representing the unpaid portion of the aggregate Fee
               payable through expiration of the Term, whichever is less.  It is
               expressly agreed that such amount shall be deemed to be
               liquidated damages, not a penalty, for CTN's early termination of
               this Agreement.  It is further expressly agreed and understood
               that Turner shall have no production or other obligations to CTN
               as of the effective termination date.

     (d)  Effect.  In the event of termination of this Agreement by Turner for a
          ------                                                                
          CTN breach or pursuant to Paragraph X(b)(i) above, Turner shall (in
          addition to its other legal 

                                      -10-
<PAGE>
 
          and equitable rights and remedies available) be entitled to receive
          payment for all outstanding costs and expenses incurred by Turner in
          connection with producing the Programs to date, as well as all actual
          out-of-pocket closing costs associated with terminating production and
          delivery of the Programs to CTN (such costs to include, without
          limitation, severance payments, if necessary, in accordance with
          Turner standard policies, and remaining capital costs outstanding),
          upon presentment of proper documentation; provided, however, that in
          no event shall CTN's payment pursuant to this provision exceed the
          amount representing the unpaid portion of the aggregate Fee payable
          through expiration of the Term. It is expressly understood and agreed
          that such payment shall be deemed to be liquidated damages, not a
          penalty, for CTN's failure to fulfill its obligations hereunder.

XI.  Non-Compete.  During the term of this Agreement, Turner agrees that it will
     -----------                                                                
     not provide a customized news product developed specifically for college
     students to any college or university for exhibition on a place-based
     television network or program service that is directly or indirectly
     competitive with the Network.  Without modifying the foregoing, it is
     expressly understood and agreed that the delivery of Turner-affiliated
     programming services to colleges and universities in the normal course of
     business without further customization shall not violate the foregoing
     covenant.  Furthermore, Turner's non-compete shall continue for a period of
     six (6) months following any termination of this Agreement by CTN as a
     result of a material breach by Turner or pursuant to Paragraph X(c)(i) of
     this Agreement.

XII. General Provisions
     ------------------

     (a)  Force Majeure.  Neither party shall be liable to the other for any
          -------------                                                     
          failure to perform under this Agreement caused by or due to an event
          of force majeure, such as any act of God, inevitable accident, fire,
          lockout, strike or other labor dispute, riot or civil commotion, act
          of public enemy, failure of transportation facilities, enactment,
          rule, order or act of government or governmental instrumentality
          (whether domestic or international and whether federal, state or
          local, or the international equivalent thereof), failure of technical
          facilities, including satellite failures or feed failures, or any
          other cause of any nature whatsoever beyond the control of the Parties
          hereto which was not avoidable.

     (b)  Notices.  All notices which either party hereto is required or may
          -------                                                           
          desire to give to the other party hereunder shall be in writing and
          shall be given either by personal delivery (including by means of
          overnight delivery services), telegram, telex (toll prepaid), telecopy
          or other electronic means with confirmation of delivery or by
          registered or certified mail (postage prepaid).  Such notices shall be
          deemed given on the date delivered, telegraphed, telexed, telecopied
          or otherwise delivered by electronic means or, if mailed, on the date
          received.  Until further notice in accordance with this provision, all
          notices given hereunder shall be addressed to Turner and CTN as
          follows:

                                      -11-
<PAGE>
 
                    TO TURNER:
                    --------- 

                    Turner Private Networks, Inc.
                    Ms.  Deborah Cooper
                    One CNN Center
                    Box 105366
                    Atlanta, Georgia  30303
                    Telephone: (404) 827-4820
                    Facsimile: (404) 827-4434

               cc:  Office of the General Counsel
                    Turner Broadcasting System, Inc.
                    One CNN Center, 13 North
                    P.O. Box 105366
                    Atlanta, Georgia  30348-5366
                    Attn.: General Counsel
                    Telephone (404) 827-3470
                    Facsimile (404) 827-1995

                    TO CTN:
                    ------ 

                    College Television Network, Inc.
                    5784 Lake Forrest Drive
                    Suite 275
                    Atlanta, Georgia 30328
                    Attn.: Mr.  Jason Elkin
                    Telephone (404) 256-4444
                    Facsimile (404) 257-9517

               cc:  Neil H.  Dickson, Esq.
                    Morris, Manning & Martin, L.L.P.
                    1600 Atlanta Financial Center
                    3343 Peachtree Road, NE
                    Atlanta, Georgia 30326
                    Telephone (404) 233-7000
                    Facsimile (404) 365-9532

     (c)  Severability.  Nothing contained in this Agreement shall be construed
          ------------                                                         
          to require the commission of any act contrary to law, statute,
          ordinance, order or regulation, and wherever there is any conflict
          between any provision of this Agreement and any of the foregoing,
          contrary to which the Parties hereto have no legal right to contract,
          such law, statute, ordinance, order or regulation shall prevail;
          provided, however, in such event: (a) the provision of this Agreement
          so affected shall be limited only to the extent necessary to permit
          compliance with the minimum legal requirement; (b) no other provisions
          of this Agreement shall be affected thereby; and (c) all such other
          provisions shall continue in full force and effect.  The 

                                      -12-
<PAGE>
 
          Parties shall negotiate in good faith to replace any invalid, illegal
          or unenforceable provision with a valid provision, the effect of which
          comes as close as possible to that of such invalid, illegal or
          unenforceable provision.

     (d)  Further Documents.  Each party hereto shall execute any and all
          -----------------                                              
          further instruments which either party may deem reasonably necessary,
          desirable or proper to carry out the purposes of this Agreement.

     (e)  Prior Agreements, Waivers, Paragraph Headings, Modification.  This
          -----------------------------------------------------------       
          Agreement supersedes all prior agreements and understandings between
          the Parties hereto, whether oral or written, pertaining to the subject
          matter hereof No waiver of any term or condition of this Agreement
          shall be construed as a waiver of any other term or condition hereof,
          nor shall any waiver of any default under this Agreement be construed
          as a waiver of any other default hereunder.  The descriptive headings
          of the paragraphs of this Agreement are for convenience only and do
          not constitute a part of this Agreement.  This Agreement may be
          modified only by a written instrument executed by the Parties hereto.

     (f)  Governing Law.  This Agreement shall in all respects be governed by,
          -------------                                                       
          and construed in accordance with, the laws of the State of Georgia
          applicable to contracts.

     (g)  Assignments.  Neither Party shall voluntarily assign any of its rights
          -----------                                                        
          or obligations hereunder, without the prior written consent of the
          other party; however, in the event of a merger or a sale of all or
          substantially all of the assets or stock by a Party or its
          shareholders, such Party may assign this Agreement to such entity
          without the prior approval of the other Party upon ninety (90) days
          advance written notice to the other Party and subject to the other
          Party's termination right hereunder if the proposed assignee is a
          "Competitor."  For purposes of this provision and the termination
          right, a "Competitor" shall be defined as any entity reasonably deemed
          to compete with the primary business of CTN, in the case of a Turner
          assignment, or any entity in the business of providing national news
          and/or sports programming in the United States, in the case of a CTN
          assignment.  Any attempted assignment, delegation or transfer in
          derogation hereof shall be null and void.  Subject to the foregoing,
          this Agreement shall be binding upon the successors and assigns of the
          Parties.

     (h)  Confidentiality.  During the term of this Agreement and for a period
          ---------------                                                     
          of three (3) years thereafter, neither CTN nor Turner shall disclose
          to any third party any information regarding the terms and conditions
          of this Agreement or any other confidential, non-public information
          disclosed by a party to the other party during the Term, except: (i)
          to the minimum extent necessary to comply with the law or valid court
          order; (ii) as part of its normal reporting or review procedure to its
          board members, shareholders, lenders, auditors and attorneys; or (iii)
          in order to enforce its rights or perform its obligations under this
          Agreement.

                                      -13-
<PAGE>
 
     (i)  Publicity.  Any information released to the public regarding this
          ---------                                                        
          Agreement or the matters covered hereby, including, without
          limitation, press releases, must be agreed upon and approved by both
          Parties in writing in advance as to timing, content and the necessity
          therefor.  Notwithstanding the foregoing, each Party may disclose
          information related to this Agreement to its owners or investors as
          required under applicable securities laws.

     (j)  Survival.  All representations, warranties and indemnities contained
          --------                                                            
          herein or made by either party in connection herewith shall survive
          the execution, delivery, suspension, expiration and termination of
          this Agreement or any provision hereof.

     (k)  Relationship of Parties.  Nothing herein shall be deemed to create an
          -----------------------                                              
          employment, joint venture, agency or partnership relationship between
          the parties hereto.  The Parties hereto acknowledge and represent that
          they are independent contractors with respect to each other.


COLLEGE TELEVISION NETWORK, INC.                  TURNER PRIVATE NETWORKS, INC.
 
 
By:  /s/ Jason Elkin                              By:  /s/ Deborah Cooper
   ----------------------------                      -------------------------- 
Title:  Chief Executive Officer                   Title:  Senior Vice President
          

                                      -14-
<PAGE>
 
                                  EXHIBIT "A"

                               DELIVERY SCHEDULE

     It is understood that Turner shall, on average, provide 154 Programs per
school year.  Such Programs shall be provided for each non-holiday school day.
It is understood and agreed that no Programs shall be produced or delivered
during the months of June or July of any year of the Term.  Delivery shall begin
in mid-August and continue through Mid-May (with the exception of holiday
breaks), with exact dates to be agreed upon by the parties.  Delivery of each
Program is currently scheduled to take place on the day before the scheduled air
date; such time may be changed by the mutual agreement of the Parties.
Specifically, after the Interim Period, Turner will use commercially reasonable
efforts to deliver one (1) general news segment and one (1) sports segment each
morning for exhibition that afternoon on the Network, with the remaining general
news segment and sports segment to be delivered that afternoon for exhibition
the following morning on the Network.

                                      -15-
<PAGE>
 
                                   SCHEDULE 1

                                 CTN EQUIPMENT


                                  See Attached

                                      -16-
<PAGE>
 
 .    Goldstar VGA monitor model 1423 Plus, s/n MC-30901684
 .    SONY video monitor model PVM-1350, s/n 2000927
 .    SONY video cassette player model UVW-1600, s/n 10827
 .    Optimus stereo amplified speakers
 .    Archer four-input A/V switcher
 .    Archer one-to-three video distribution amplifier
 .    Cisco 2524 router with DSU/CSU T1 module, 14ft RJ45 patch cable
 .    Henry Systems Match Box impedance matching interface adapter
 .    IBM Server 320 model 8640 OYO, s/n 2363527
       1.2 GB Quantum Fireball hard drive
       Optibase MPEG Lab Suite Encoder, s/n 1500694
       Keyboard and Mouse
       Optibase PCMotion Decoder, s/n 1251801
       Artisoft AE-2 Ethernet controller card
       IBM 14.4 modem
       Hughes DirecPC adapter, s/n 027008
       Diamond Stealth 64 VGA adapter
       BusLogic PCI SCSI-2 adapter
       9 GB Micropolis hard drive model 1991 AV
       2 GB Micropolis hard drive model 3221 AV
       Colorado Jumbo 250 QIC-80 tape drive
       Pioneer 4X CD-ROM drive, IDE interface
 .    Mastercom Audio Interactive, Stereo MultiBand, Dynamics Processor Model MDX
     4000, s/n 61139825

                                      -17-