**EXHIBIT99.1**

**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 Annual Report on Form 10-K for theyear ended December 31, 2001.

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 inthe Quarterly Report on Form 10-Q to which this statement is appended as anexhibit and also include the following:

# **We have experienced, and continue to experience, netlosses and negative cash flows from operations.**

Sinceour inception, we have experienced, and are continuing to experience, operatinglosses and negative cash flows from continuing operations.  Our statements of operations for the quarterended March 31, 2002, and the same period in the prior year, reflect net lossesfrom continuing operations of $3,198,699, and $4,450,219, respectively.  The auditors for the Company have included agoing concern qualification in their audit opinion for the Company, for theyear ended December 31, 2001.

# **We may require additional working capital or financingto meet 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 wewill be required to raise additional capital or obtain additional financing to fundour operations.  Based upon the Company’scurrent projections, the Company will need to raise additional capital in thenear future for 2002.  The Company iscurrently exploring capital-raising alternatives.  The Company cannot be certain that any of the alternatives willbe consummated or that the terms of such financing will be favorable to theCompany or its shareholders.  Failure tosecure additional capital will significantly impact the Company’s ability tocontinue as a going-concern.

# **We may not meet our covenants under our bank debt arrangements.**

# **At March 31, 2002, we were not in compliance with afinancial covenant required under our $5 million line of credit facility. TheCompany received a waiver from the financial institution for the currentdefault related to the financial covenant of the $5 million line of creditfacility.  The outstanding amount on ourcredit facility is $5 million, which is due on January 31, 2003.  We believe it is possible that certain**

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# **requirementscontained in our loan covenants may still not be met during fiscal 2002.  If we fail to meet a covenant under the bankloan, the financial institution has the right to declare the loan dueimmediately.**

 

**Possibilityof NASDAQ delisting.**

**               **The Companyhas received a letter from The Nasdaq SmallCap Market  (“Nasdaq”) notifying the Company that it is not currently incompliance with certain listing requirements relating to share price.  If the Company does not come into complianceby August 13, 2002, it may be delisted. In addition, there are other compliance matters that the Company may notmeet.  There are no assurances that theCompany will be able to maintain its listing on Nasdaq, which could negativelyimpact the value of CTN stock.

 

**Wedepend on our advertising revenues.**

Wederive a significant portion of our revenues from advertisers displaying theircommercials on the College Television 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.**

 

                We often are indiscussions with financial institutions regarding new credit facilities andexploring other capital-raising alternatives. Members of our management team are likely to expend considerableresources in pursuing and negotiating any such transaction.  We can offer no assurance that we will besuccessful in completing a capital-raising transaction, and the terms andconditions of the transaction may pose additional risks to our Company.  Failure to secure additional capital willsignificantly impact the Company’s ability to continue as a going-concern.

# **We must maintain existing installations.**

Ournetwork’s growth is dependent upon our ability to maintain the number of installationsites at colleges and universities.  Ifwe maintain our installation sites and increase sell-out percentages and CPMrates, we will be able to increase our advertising revenue.  We have decreased our number of installedlocations, including contracts for future installations, from 1,775 as ofDecember 31, 2001 to 1,751 as of March 31, 2002. This pattern of diminishinglocations may continue at the same pace or may even accelerate, and collegesand universities may require the removal of further systems from currentlocations. Our contracts with colleges and universities for installation sitestypically have a three-year term.  Thefailure to maintain our installation sites would have a material adverse effecton our business 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 music companiesincluding Warner/Elektra/Atlantic, EMI, Polygram, MCA and BMG.  There is no assurance that the musiccompanies will continue to provide the music videos free of charge.  We also receive customized news and sportsfeeds produced for the network by CNN through an agreement with Turner PrivateNetworks.  The Company is exploringrenewing this agreement or finding alternative sources of news and sports atlittle or no cost; however, if such agreement is not renewed or CTN cannotobtain a substitute, this would have a material adverse effect on the businessand financial results.

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# **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 isbased.  Our contract with PublicBroadcasting Service, Inc. provides for our sublease of transponder capacity ona satellite owned 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 anew satellite 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 acceptancefor the network 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 networkwill require significant effort and expenditures by us to enhance awareness anddemand by viewers and advertisers. Our current strategy and future marketingplans may be subject to change as a result of a number of factors, includingprogress or delays in our affiliate marketing efforts, the nature of possibleaffiliation and other broadcast arrangements that may become available to us inthe future, and factors affecting the direct broadcast industry. We cannotassure that our strategy will result in initial or continued market acceptancefor the network.

# **We depend upon our key executives.**

Weare substantially dependent on the efforts of Tom Rocco, our President.  The Company is implementing management restructuring,placing further reliance on other key executives that may cause a disruption inthe business of the Company.  Inaddition, the loss of any of these executives could have a material adverseeffect on our business and financial results.

# **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 arevulnerable to 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 

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resources than us will not enter into the market.  We believe that competition could increaseas other organizations perceive the potential for commercial application of ourproduct 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 ouraffairs.**

U-CHoldings, L.L.C. (“Holdings”) beneficially owns approximately 85% of ouroutstanding 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 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 relatedparty transactions.**

Certainconflicts of interest may arise as a result of the beneficial ownershipinterests in Holdings that are held by a majority of our directors and certainsenior management.  Several members ofour Board of Directors may be deemed to be indirect beneficial owners of thesecurities owned by Holdings.  Conflictsof interest may arise as a result of these affiliated relationships.  Although no specific measures to resolvesuch conflicts of interest have been formulated, our management and Board havea fiduciary obligation to deal fairly and in good faith with the stockholdersand will exercise reasonable judgment in resolving any specific conflict of interestthat may occur.  In addition, theCompany has a Special Finance Committee to the Board, made up of directors withno affiliation to Holdings, who deal with financing matters involving Holdings.

# **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 thecurrently outstanding 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 fewer 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 March 31, 2002, there are outstanding options to purchase 2,521,598 sharesof our common stock granted to employees, officers and directors pursuant toour stock option plans and otherwise. In addition, there are warrants outstanding that permit their holders topurchase 924,832 shares of our common stock. 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 andpiggyback registration rights.  Whilesuch rights, warrants and options are outstanding, 

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they may (i) adversely affect the market price of ourcommon 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 tofall.**

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 ofMarch 31, 2002, options to purchase 2,521,598 shares and warrants to purchase924,832 shares of our common stock were outstanding, of which options topurchase1,372,227 shares and warrants to purchase 924,832 shares wereexercisable.

 

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