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                                                                    EXHIBIT 99.1

         SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS

         In passing the Private Securities Litigation Reform Act of 1995, or the
Reform Act, Congress encouraged public companies to make "forward-looking
statements" by creating a safe harbor to protect them from securities law
liability in connection with these statements. We intend to qualify both our
written and oral forward-looking statements for protection under the Reform Act
and any other similar safe harbor provisions.

         Generally, forward-looking statements include expressed expectations of
future events and the assumptions on which these expectations are based. All
forward-looking statements are inherently uncertain as they are based on
expectations and assumptions concerning future events, and they are subject to
numerous known and unknown risks and uncertainties that could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on our written or oral forward-looking statements. We do not undertake
any obligation to update or revise this Safe Harbor Compliance Statement for
Forward-Looking Statements to reflect future developments. In addition, we do
not undertake any obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time. This Statement supersedes the Safe Harbor
Statement filed as Exhibit 99.1 to our Quarterly Report on Form 10-KSB for the
year ended December 31, 2000.

         We provide the following risk factor disclosure in connection with our
continuing effort to qualify our written and oral forward-looking statements for
the safe harbor protection of the Reform Act and any other similar safe harbor
provisions. Important factors currently known to our management that could cause
actual results to differ materially from those in forward-looking statements
include the disclosures contained in the Quarterly Report on Form 10-Q to which
this statement is appended as an exhibit and also include the following:

WE HAVE EXPERIENCED, AND CONTINUE TO EXPERIENCE, NET LOSSES AND NEGATIVE CASH
FLOWS FROM OPERATIONS.

         Since our inception, we have experienced, and are continuing to
experience, operating losses and negative cash flow from operations. Our
statements of operations for the three months ended March 31, 2001, and the same
period in the prior year, reflect net losses of $4,541,981, and $4,164,774,
respectively. Due to the effect of the accretion adjustment of $488,024 for the
redemption value of our preferred stock, the net loss available to common
stockholders for the three months ended March 31, 2001 was $5,030,005, or
approximately $0.34 basic income per share. This accretion was attributable to
the upward adjustment to the preferred stock to its full redemption value
resulting from accrued dividends as of March 31, 2001.

WE MAY REQUIRE ADDITIONAL WORKING CAPITAL OR FINANCING TO MEET OUR OPERATING
DEMANDS.

         Our future financial results will depend primarily on our ability to
increase advertising revenues and maintain our existing installations. We cannot
assure that we will achieve profitability or positive cash flows from future
operating activities. If we experience operating difficulties, or if advertising
revenues do not increase substantially, it is likely that we will be required to
raise additional capital or obtain additional financing to fund our operations.

WE MAY NOT MEET OUR COVENANTS UNDER OUR BANK DEBT ARRANGEMENTS.

         At March 31, 2001, we were not in compliance with certain financial
covenants required under our $12 million line of credit facility or our MPM
subsidiary's revolving loan commitment or term loan. The MPM revolving loan
commitment is for $5,000,000 and the outstanding balance on the MPM term loan is
$11,508,938. The financial institutions have granted us waivers for the current
defaults related to these financial covenants. The entire amounts outstanding on
our credit facilities are due on December 31, 2001. We believe it is possible
that certain requirements contained in our loan covenants may not be met during


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fiscal 2001. If we fail to meet a covenant under the bank loans, the financial
institutions have the right to declare the loans due upon demand.

WE DEPEND UPON OUR ADVERTISING REVENUES.

         We derive a significant portion of our revenues from advertisers
displaying their commercials on the CTN network. Although we have agreements
with certain national advertisers and have held discussions or had prior
agreements with other national advertisers, we cannot assure that these
advertisers will continue to purchase advertising from us, or that new
advertisers will purchase advertising from us. Because certain advertisers may
discontinue or reduce advertising on our network from time to time, we
anticipate that we could experience fluctuations in operating results and
revenues. The failure to attract and enter into new and/or additional agreements
with national advertisers and to derive significant revenues from these
advertisers would have a material adverse effect on our business and financial
results.

THERE ARE NUMEROUS RISKS ASSOCIATED WITH THE POTENTIAL SALE OF SOME OF OUR
ASSETS.

         In connection with the $28.5 million of indebtedness due at December
31, 2001, we are currently in discussion with financial institutions regarding
new credit facilities and exploring other capital-raising alternatives,
including the sale of MPM and other assets. Members of our management team are
likely to expend considerable resources in pursuing and negotiating any such
transaction. We can offer no assurance that we will be successful in completing
a capital-raising transaction on satisfactory terms. Even if we are able to
complete a capital-raising transaction, the terms and conditions of the
transaction may pose additional risks to our company.

WE DEPEND UPON THE COMMISSIONS AND FEES EARNED THROUGH MPM.

         MPM earns its revenues by charging commissions on the advertisements it
places for clients. Historically, the commission customary in the industry was
15% of the gross charge for advertising space or time; more recently lower
commissions are being negotiated with clients and commissions charged on media
billings are not uniform. Revenues are dependent upon the marketing requirements
of clients. Clients may reduce advertising and marketing budgets at any time.

WE MUST MAINTAIN EXISTING INSTALLATIONS.

         Our network's growth is dependent upon our ability to maintain the
number of installation sites at colleges and universities. If we maintain our
installation sites and increase sell-out percentages and CPM rates, we will be
able to increase our advertising revenue. We have increased our number of
installations, including contracts for future installations, from 1,660 as of
March 31, 2000 to 1,923 as of March 31, 2001. Although we have been successful
in increasing our installation sites, we cannot assure that this growth will
continue and that colleges and universities will not require the removal of our
system from current locations. Our contracts with colleges and universities for
installation sites typically have a three-year term. The failure to maintain our
installation sites would have a material adverse effect on our business and
financial results.

WE DEPEND UPON OUR ACCESS TO PROGRAMMING.

         We believe that our ability to maintain access to music videos and
other programming on a regular, long-term basis, on terms favorable to us, is
important to our future success and profitability. Our network's programming
consists primarily of music, news, information and entertainment. Our network's
music programming is provided free of charge by major music companies, including
Warner/Elektra/Atlantic, EMI, Polygram, MCA and BMG. We also receive customized
news and sports feeds produced for the network by CNN through an agreement with
Turner Private Networks. Termination of substantially all or a large number of
our programming agreements would have a material adverse effect on our business
and financial results.

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WE DEPEND UPON SATELLITE TECHNOLOGY.

         The ability of our network to transmit our programming, and thereby
derive advertising revenue, is dependent upon proper performance of the
satellite transmission equipment upon which our network's programming delivery
is based. Our contract with Public Broadcasting Service, Inc. provides for our
sublease of transponder capacity on a satellite owned and operated by GE
American Communications, Inc. We are entitled to limited protected service under
the sublease in the event the satellite fails, which would enable the network's
programming to be redirected to a different satellite under certain
circumstances and subject to certain limitations. However, in the event that our
network's programming is required to be redirected to a different satellite, our
satellite dishes installed in each of our affiliate locations would be required
to be redirected in order for the programming signals to be received from the
satellite. This redirection procedure could take up to 21 days for completion
and would involve significant cost to us. We have obtained insurance for certain
of the costs associated with such a satellite failure, including the costs of
redirecting the satellite dishes, securing a new satellite transponder, and the
lost advertising revenues resulting from the interruption in programming.

WE DEPEND ON OUR AGREEMENTS WITH THIRD PARTIES.

         The ability of our network to transmit our programming and to maintain
and install our equipment is dependent upon performance by certain third parties
under contracts with us. We are substantially dependent upon performance by
unaffiliated companies for our day-to-day programming operations and system
installation and maintenance.

ANY FAILURE TO MAINTAIN OR IMPROVE MARKET ACCEPTANCE FOR THE NETWORK WOULD
ADVERSELY AFFECT OUR BUSINESS.

         Our prospects will be significantly affected by the success of our
affiliate marketing efforts, the acceptance of our programming by potential
viewers and our ability to attract advertisers. Achieving market acceptance for
our network will require significant effort and expenditures by us to enhance
awareness and demand by viewers and advertisers. Our current strategy and future
marketing plans may be subject to change as a result of a number of factors,
including progress or delays in our affiliate marketing efforts, the nature of
possible affiliation and other broadcast arrangements that may become available
to us in the future, and factors affecting the direct broadcast industry. We
cannot assure that our strategy will result in initial or continued market
acceptance for the network.

WE DEPEND UPON OUR KEY EXECUTIVES.

         We are substantially dependent on the efforts of: Jason Elkin, our
Chairman and Chief Executive Officer; Tom Rocco, our President, and Geoffrey
Kanter, President of MPM. The loss of any of these executives could have a
material adverse effect on our business and financial results. All of these
executives have entered into multi-year employment agreements with us.

WE DEPEND ON OUR SALES STAFF TO MAINTAIN OUR BUSINESS.

         Our business is, and will continue to be, dependent upon the sales
skills of our account personnel and their relationships with clients. There is
substantial competition among media placement and advertising companies for
talented personnel and we are vulnerable to adverse consequences from the loss
of key individuals. Our employees are generally not under employment contracts
and are free to move to competitors.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES.

         CTN competes for advertisers with many other forms of advertising
media, including television, Internet, radio, print, direct mail and billboard.
There are no meaningful intellectual property barriers to prevent competitors
from entering into this market, and we cannot assure that a competitor with
greater

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resources than us will not enter into the market. We believe that competition
could increase as other organizations perceive the potential for commercial
application of our product or service.

         MPM's business is highly competitive and advertising accounts may shift
agencies on little or no notice. Clients may also reduce advertising and
marketing budgets at any time. Many of MPM's current and potential competitors
have longer operating histories, more established business relationships, larger
customer bases, greater name recognition and substantially greater financial,
technical, marketing, personnel, management, service, support and other
resources than MPM does. This could allow MPM's current and potential
competitors to respond more quickly than MPM can to new or emerging technologies
and changes in customer requirements, to devote greater resources to the
marketing and sale of their products and services and to adopt more aggressive
pricing policies. We expect that competition will increase as other established
and emerging companies enter the media placement market. Increased competition
may result in price reductions, lower gross margins and loss of our market
share. This could materially and adversely affect our business, financial
condition and results of operations.

WE MUST CONTINUE TO ADVANCE OUR TECHNOLOGY.

         We expect technological developments and enhancements to continue at a
rapid pace in the direct broadcast satellite network industry and related
industries, and we cannot assure that technological developments will not
require us to switch to a different transmission technology or cause our
technology and products to be dated. Our future success could be largely
dependent upon our ability to adapt to technological change and remain
competitive.

OUR PRINCIPAL STOCKHOLDER CONTINUES TO CONTROL OUR AFFAIRS.

         U-C Holdings, L.L.C. beneficially owns approximately 82.8% of our
outstanding voting 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 direction and policies, the election of our
directors, the outcome of any other matter submitted to a vote of stockholders
and to prevent or cause a change in our control.

WE MAY BE SUBJECT TO CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS.

         Certain conflicts of interest may arise as a result of the beneficial
ownership interests in Holdings that are held by a majority of our directors,
including our Chairman and Chief Executive Officer. Several members of our Board
of Directors may be deemed to be indirect beneficial owners of the securities
owned by Holdings. Conflicts of interest may arise as a result of these
affiliated relationships. Although no specific measures to resolve such
conflicts of interest have been formulated, our management and Board have a
fiduciary obligation to deal fairly and in good faith with the stockholders and
will exercise reasonable judgment in resolving any specific conflict of interest
that may occur.

THE HOLDERS OF OUR COMMON STOCK COULD BE MATERIALLY DILUTED UNDER CERTAIN
CIRCUMSTANCES.

         The conversion of the shares of convertible preferred stock into common
stock or the payment of a dividend of shares of common stock to the holders of
convertible preferred stock will result in dilution of voting rights of the
currently outstanding public holders of the common stock.

OUR REVENUES ARE SUBJECT TO SEASONALITY.

         Our revenues are affected by the pattern of seasonality common to most
school-related businesses. Historically, we have generated a significant portion
of our revenues during the period of September through May and substantially
less revenues during the summer months when most colleges and universities do
not hold regular classes.

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OUR STOCK PRICE AND ABILITY TO RAISE CAPITAL OR OBTAIN FINANCING COULD BE HURT
BY OUR OUTSTANDING WARRANTS AND OPTIONS.

         As of March 31, 2001, there are outstanding options to purchase
2,278,627 shares of our common stock granted to employees, officers and
directors pursuant to our stock option plans and otherwise. In addition, there
are warrants outstanding that permit their holders to purchase 1,887,871 shares
of our common stock. Holdings has entered into certain Equity Protection
Agreements, dated April 25, 1997, which allow Holdings to purchase additional
shares of our common stock at any time after the exercise of options or warrants
that were outstanding on April 25, 1997 at the price of $2.75 per share and
$3.50 per share (as adjusted). As of the date hereof, the Equity Purchase
Agreements represent Holdings' right to purchase 1,767,594 shares of CTN's
common stock. Certain other holders of options and warrants also have demand and
piggy-back registration rights. While such rights, warrants and options are
outstanding, they may (i) adversely affect the market price of our common stock
and (ii) impair our ability to, and the terms on which we can, raise additional
equity capital or obtain debt financing.

SALES OF OUR SHARES COULD CAUSE OUR STOCK PRICE TO FALL.

         Sales of a substantial number of shares of common stock in the public
market could adversely affect the market price of our common stock prevailing
from time to time. All shares of our common stock, including shares held by
Holdings, are freely tradable or may be sold pursuant to Rule 144 under the
Securities Act. The sale of the shares of our common stock held by Holdings and
other affiliates of CTN are subject to certain volume limitations set forth in
Rule 144 under the Securities Act. As of March 31, 2001, options to purchase
2,278,627 shares and warrants to purchase 1,887,871 shares of our common stock
were outstanding, of which options to purchase 1,463,209 shares and warrants to
purchase 1,887,871 shares were exercisable.

IF WE CANNOT INTEGRATE ACQUIRED COMPANIES WITH OUR BUSINESS, OUR PROFITABILITY
MAY BE ADVERSELY AFFECTED.

         We have completed a number of acquisitions since January 1998 and may
complete additional acquisitions of complementary businesses in the future. Our
operating results may be adversely affected if we cannot effectively and
efficiently integrate these recently acquired companies. In addition, we may
continue to seek to expand or complement our operations through the acquisition
of additional companies or through the licensing of programs that we believe are
compatible with our business. As of the date of this report, we have no
definitive plans, agreements, commitments, arrangements or understandings with
respect to any significant acquisition. Under Delaware law, various forms of
business combinations can be effected without stockholder approval and,
accordingly, stockholders will, in all likelihood, neither receive nor otherwise
have the opportunity to evaluate any financial or other information which may be
made available to us in connection with any acquisition and must rely entirely
upon the ability of management in selecting, structuring and consummating
acquisitions that are consistent with our business objectives.

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