EXHIBIT 10.1


                            ASSET PURCHASE AGREEMENT


             THIS AGREEMENT, dated as of May 1, 1998, is made between and among
CHILDREN'S BROADCASTING CORPORATION (referred to herein as "CBC"), CHILDREN'S
RADIO OF DETROIT, INC. ("CRD"), and WCAR-AM, INC. ("WCAR- AM"), all Minnesota
corporations (CBC, CRD and WCAR-AM are sometimes collectively referred to herein
as the "Sellers"); and 1090 INVESTMENTS, L.L.C., a Michigan limited liability
company (the "Buyer"); and

                              W I T N E S S E T H :

             THAT, WHEREAS, CBC is the owner and holder of 100% of the issued
and outstanding stock of CRD; and

             WHEREAS, CRD is the owner of all the assets of radio station
WCAR(AM), licensed to Livonia, Michigan (the "Station"), except for the Federal
Communications Commission (the "FCC" or the "Commission") licenses, permits or
authorizations issued with respect to the Station, and is the owner and holder
of 100% of the issued and outstanding stock of WCAR-AM; and

             WHEREAS, the WCAR-AM is the FCC licensee of the Station; and

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             WHEREAS, subject to and conditioned upon the consent of the FCC,
the Sellers desire to sell and transfer and Buyer desires to purchase and
acquire the Station and certain of the tangible and intangible assets of the
Sellers used or held for use in connection with the operation of the Station,
all as is more fully described below.

             NOW, THEREFORE, in consideration of the mutual promises, covenants
and conditions contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                           SALE AND TRANSFER OF ASSETS

             At closing of the transaction described herein ("Closing"), the
Sellers shall sell, convey, assign, transfer and deliver to Buyer, free and
clear of any lien, encumbrance, interest, reservation, restriction, mortgage or
security interest of any nature whatsoever, except Permitted Encumbrances (as
defined in Section 1.10 below), all the assets of the Sellers described below
used or held for use in connection with the operation of the Station (except for
"Excluded Assets" as described in Section 1.9 below) (collectively, the
"Acquired Assets"):

1.1.         All licenses, permits and authorizations ("Licenses") issued by the
             Commission for the operation of or used in connection with the
             operation of the Station, all of which are listed on Schedule A
             attached hereto, and all applications therefor, together with any
             renewals, extensions or modifications thereof and additions
             thereto;

1.2.         All of the Sellers' owned or leased real property interests
             relating to the operation of the Station including that described
             in Schedule B attached hereto but excluding the owned and leased
             properties set forth in Schedule B under the heading "Excluded
             Properties," if any ("Real Property");

1.3.         All tangible personal property and equipment owned by the Sellers
             used or held for use in the operation of the Station including but
             not limited to the property and equipment listed on Schedule C
             attached hereto, and any replacements therefor or improvements
             thereof acquired or constructed prior to Closing ("Personal
             Property");

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1.4.         Subject to Section 2.6 of this Agreement, all of the Sellers'
             rights and benefits under the business agreements, leases and
             contracts listed on Schedule D attached hereto, including any
             renewals, extensions, amendments or modifications thereof, and any
             additional agreements, leases and contracts made or entered into by
             the Sellers in the ordinary course of business between the date of
             such Schedule and the Closing approved in writing by Buyer or
             otherwise permitted hereunder ("Leases and Agreements");

1.5.         All other licenses, permits or authorizations issued by any
             government or regulatory agency other than the FCC, which are used
             in connection with the operation of the Station, all of which are
             listed on Schedule A ("Permits") and pending applications therefor;

1.6.         All right, title and interest of the Sellers in and to the use of
             the call letters for the Station (referred to herein as the "Call
             Letters"), to the extent they can be conveyed; together with all
             common law property rights, goodwill, copyrights, trademarks,
             service marks, trade names and other similar rights used in
             connection with the operation of the Station, including all
             accretions thereto, listed on Schedule E attached hereto ("General
             Intangibles");

1.7.         All of the Sellers' magnetic media, electronic data processing
             files, systems and computer programs, logs, public files, records
             required by the FCC, vendor contracts, supplies, maintenance
             records or similar business records relating to or used in
             connection with the operation of the Station, but not including
             records pertaining to corporate affairs (including tax records) and
             original journals, provided copies are supplied to Buyer. The
             Sellers shall have reasonable access to all such records which
             might be in the possession of Buyer for a period of two (2) years
             following the Closing, and shall, at its own expense, have the
             right to make copies thereof; and

1.8.         All rights and claims of Sellers whether mature, contingent or
             otherwise, against third parties relating to the Acquired Assets,
             whether in tort, contract, or otherwise, under or pursuant to all
             warranties, representations and guarantees made by manufacturers,
             suppliers or vendors.

1.9.         "Excluded Assets" are cash on hand, accounts receivable, employee
             benefit plans and those assets specifically labeled and described
             on Schedules B through E as Excluded Assets; and

1.10.        "Permitted Encumbrances" shall be limited to liens for taxes not
             yet due and

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             payable, obligations of Sellers which Buyer expressly assumes
             hereunder or expressly agrees to accept at Closing, and with
             respect to Owned Real Property, Permitted Encumbrances shall
             include those matters disclosed on title commitments delivered to
             Buyer, relating to building and zoning laws, ordinances, state and
             federal regulations, restrictions relating to use or improvements
             of the property without effective forfeiture provisions,
             reservation of mineral rights in states, utility and drainage
             easements which do not interfere with existing improvements.


                                    ARTICLE 2
                           PURCHASE PRICE AND PAYMENTS

2.1.         PURCHASE PRICE. As the purchase price for the Acquired Assets,
             Buyer agrees to pay to the Sellers the sum of Two Million and
             no/100 Dollars ($2,000,000.00), subject to adjustment as provided
             herein (the "Purchase Price").

2.2.         METHOD OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
             paid in cash as follows:

             2.2.1.       ESCROW DEPOSIT. One Hundred Thousand and no/100
                          Dollars ($100,000.00) (the "Escrowed Funds") shall be
                          paid into escrow contemporaneously with the execution
                          hereof pursuant to the terms of that Escrow Agreement
                          (the "Escrow Agreement") a copy of which is attached
                          hereto as Exhibit A.

             2.2.2.       CASH AT CLOSING. The Purchase Price payable hereunder,
                          including the Escrowed Funds, shall be payable in cash
                          at Closing.

2.3.         ADJUSTMENTS AND PRORATIONS. The operations of the Station and the
             income and expenses attributable thereto up to 12:01 A.M. on the
             day of the Closing shall, except as otherwise provided in this
             Agreement and in that time brokerage agreement ("TBA") to be
             entered into between the parties upon execution of this Agreement,
             be for the account of the Sellers and thereafter shall be for the
             account of Buyer. Expenses such as power and utility charges, lease
             rents, property taxes according to year of payment, frequency
             discounts, annual license fees (if any), wages, commissions,
             payroll taxes, and other fringe benefits of employees of the
             Sellers who enter the employment of the Buyer, and similar deferred
             items shall be prorated between the Sellers and the Buyer.

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             Prepaid deposits shall also be prorated between the Sellers and the
             Buyer. Employees' employment with the Sellers shall be terminated
             as of or before the Closing Date, and Buyer shall employ employees
             of its choice from and after said date upon terms acceptable to
             Buyer and such employees. Any prorations shall be made and paid
             insofar as feasible at the Closing in accordance with a Schedule to
             be prepared and delivered at Closing, with a final settlement
             within ninety (90) days after the Closing.

2.4.         TBA. The parties shall, contemporaneously with the execution
             hereof, enter into the TBA, a copy of which is attached hereto as
             Exhibit B. Any material breach or any default under this Agreement
             shall be a breach or default of the TBA by the breaching party, and
             any material breach or any default under the TBA shall be a breach
             or default of this Agreement by the breaching party.

2.5.         PARTIAL CLOSING ADJUSTMENTS. Further adjustments to the purchase
             price payable hereunder may be made pursuant to the provisions of
             Sections 3.9.5 and 6.1 below.

2.6.         ASSUMED LIABILITIES. Except as expressly provided for in this
             Agreement or the Leases and Agreements listed on the Schedules
             hereto, at the Closing Buyer shall not assume, incur or be charged
             with, in connection with the transactions herein contemplated, and
             shall not be responsible for any liabilities or obligations of any
             nature of Sellers whatsoever, contingent or otherwise. Without
             limitation of the foregoing, Buyer shall not assume any obligations
             to the Station's employees under any employee benefit plans or
             employment contracts. The assumption by Buyer of any of Sellers'
             liabilities shall in no way expand the rights or remedies of any
             third party against Buyer or Seller as compared to the rights and
             remedies which such third parties would have had against Sellers
             had Buyer not assumed such liabilities. Sellers shall pay all
             liabilities not expressly assumed by Buyer hereunder.

2.7.         ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
             among the Acquired Assets by Buyer and the Sellers as set forth in
             the attached Schedule F. Such allocation will be used for all
             purposes, including preparation and filing of IRS Form 8594 with
             respect to the transactions contemplated by this Agreement.

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                                    ARTICLE 3
                          THE SELLERS' REPRESENTATIONS,
                            WARRANTIES AND AGREEMENTS

             The Sellers, jointly and separately, represent, warrant and
covenant to Buyer that the statements in this Article 3 are true, correct and
complete in all respects as of the date of this Agreement and will be true,
correct and complete as of the Closing Date as though made on the Closing Date:

3.1.         CORPORATE EXISTENCE AND POWERS. The Sellers are corporations
             organized and existing in good standing under the laws of the State
             of Minnesota, with full power and authority to enter into this
             Agreement and the other Transaction Documents (as defined herein)
             and to enter into and complete the transactions contemplated herein
             and therein; CRD is, and will be at the time of Closing, qualified
             to do business in the State of Michigan and neither the nature of
             the business of the Station, nor the character of the properties
             owned, leased or otherwise held by Sellers for use in the business
             of the Station makes any qualification necessary in any other
             state, country, territory or jurisdiction; all required corporate
             actions have been taken by the Sellers to make and carry out this
             Agreement and the other Transaction Documents and the transactions
             contemplated herein and therein; this Agreement constitutes, and
             upon execution and delivery, each other Transaction Document will
             constitute a valid and binding obligation of Sellers enforceable in
             accordance with its terms; the execution of this Agreement and the
             other Transaction Documents and the completion of the transactions
             herein and therein involved will not result in the violation of any
             law, regulation, order, license, permit, rule, judgment or decree
             to which any of the Sellers, the Acquired Assets or the Station, is
             subject, or conflict with or constitute the breach of any contract,
             agreement or other commitment to which any of the Sellers is a
             party or by which they are bound or as to which any of the Acquired
             Assets or the Station are subject or affected, or conflict with or
             violate any provision of any Seller's certificate of incorporation,
             bylaws or other organizational documents, or will result the
             creation of any lien, charge or encumbrance on any of the Acquired
             Assets, other than Permitted Encumbrances; and, except for receipt
             of the Commission's Final Approval (as defined herein) with respect
             to the assignment of the Licenses to Buyer, no other consents of
             any kind are required that have not been obtained for the Sellers
             to make or carry out the terms of this Agreement and the other
             Transaction Documents, except with respect to those consents
             identified on Schedule B or D which are required of parties to
             Leases and Agreements listed

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             on Schedule B or D or with respect to assignment and assumption of
             specific contract rights and obligations and the consent of CBC's
             shareholders. The Sellers shall use their best efforts to obtain
             third party consents with respect to any of the Leases and
             Agreements designated on Schedule B or D as "material," to the
             extent required by such documents. Buyer shall cooperate with the
             Sellers in obtaining all such required consents. As used herein,
             the term "Transaction Documents" refers collectively to this
             Agreement, the TBA, the Assignment of Licenses, the Warranty Deed,
             an Assignment and Bill of Sale and any other agreements to be
             executed and delivered by any Seller hereunder or as otherwise
             contemplated herein. The Board of Directors of CBC has determined
             to recommend to the shareholders of CBC that they approve the
             transactions contemplated hereby.

3.2.         COMPLIANCE WITH LAWS; LICENSES AND PERMITS. Sellers are not in
             violation of, and have not received any notice asserting any
             material noncompliance by Sellers with, any applicable statute,
             law, rule or regulation, whether federal, state, local or
             otherwise, in connection with the ownership of the Acquired Assets.
             Sellers have complied and are in compliance in all material
             respects with all laws, regulations and governmental orders
             applicable to Sellers' operation of the Station and ownership of
             the Acquired Assets, except as disclosed on Schedule A. Sellers
             have obtained and hold all permits, licenses and approvals (other
             than the Licenses), none of which has been rescinded and all of
             which are in full force and effect, from all Governmental
             Authorities (as defined herein) necessary in order to conduct the
             operations of the Station in accordance with applicable law, as
             presently conducted and to own, use and maintain the Acquired
             Assets, all of which permits, licenses and approvals are identified
             on Schedule A. As used herein, "Governmental Authorities" means any
             agency, board, bureau, court, commission, department,
             instrumentality or administration of the United States government,
             any state government or any local or other governmental body in a
             state of the United States or the District of Columbia. No filing
             or registration with, notification to, or authorization, consent or
             approval of, any Governmental Authority is required in connection
             with the execution and delivery of this Agreement and the other
             Transactional Documents by any Seller or the performance by any
             Seller of its obligations hereunder or thereunder except compliance
             with any applicable requirements of the Communications Act of 1934.
             WCAR-AM is the holder of the Licenses indicated on Schedule A, all
             of which are valid, in full force and effect and which have been
             unconditionally issued for the full license term. The Licenses
             constitute all of the licenses, grants, permits, waivers and
             authorizations issued by the FCC and required for and/or used in
             the operation of the Station as

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             they are currently being operated. CRD is fully qualified to hold
             its Licenses. All ownership and employment reports, renewal
             applications, and other reports and documents required to be filed
             for the Station have been properly and timely filed, except as
             noted on Schedule A. The Station is operating in accordance with
             the Licenses, and in compliance with the Communications Act of
             1934, as amended, and the rules and regulations of the Commission,
             including, without limitation, those regulations governing the
             Station's equal employment opportunity practices and public files,
             and any other applicable laws, ordinances, rules and regulations,
             except as disclosed on Schedule A. Sellers have complied in all
             material respects with all requirements of the FCC and the Federal
             Aviation Administration with respect to the construction and/or
             alteration of Seller's antenna structures, and "no hazard"
             determinations for each antenna structure have been obtained. The
             Licenses are unimpaired by any act or omission of Sellers or their
             officers, directors, employees and agents and Sellers will not,
             without Buyer's prior written consent, by an act or omission,
             surrender, modify, forfeit or fail to seek renewals on regular
             terms, of any License, or cause the Commission or other regulatory
             authority to institute any proceeding for the cancellation or
             modification of any such License, or fail to prosecute with due
             diligence any pending application to the Commission. There is not
             now pending, or to the best of Sellers' knowledge threatened, any
             action by or before the Commission or other regulatory authority to
             revoke, cancel, rescind, modify (except as to any applications by
             the Sellers shown on Schedule A) or refuse to renew in the ordinary
             course any of the Licenses, or any investigation, order to show
             cause, notice of violation, notice of inquiry, notice of apparent
             liability or of forfeiture or complaint against the Station or
             Sellers, and Sellers have no knowledge of any basis for the
             commencement of any such proceeding in the future. Should any such
             action or investigation be commenced, order or notice be released,
             or complaint be filed, Sellers will promptly notify Buyer and take
             all actions necessary to protect the Station and the Licenses from
             any material adverse impact. All reports, statements and other
             documents relating to the Station filed by the Sellers or the
             Station with the FCC or any other Governmental Authority were true,
             correct and complete in all material respects when filed.

3.3.         FINANCIAL STATEMENTS. CBC has delivered to the Buyer unaudited
             statements of operations for the twelve months ended December 31,
             1996, and December 31, 1997, for the Station, and CBC's Form 10-KSB
             for the year ended December 31, 1997, containing CBC's audited
             consolidated financial statements for such period. Such financial
             information and the notes thereto are true, complete and accurate
             in all material respects and fairly present the

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             consolidated assets, liabilities and financial condition of the
             Station as at the respective dates thereof, including provision for
             all liabilities, obligations and commitments, whether fixed or
             contingent, and such statements of operations and the notes thereto
             are true, complete and accurate in all material respects and fairly
             present the results of operations for the periods indicated, all in
             accordance with generally accepted accounting principles
             consistently applied throughout the periods involved. The Sellers
             will deliver unaudited statements of operations for each of the
             Stations and WJDM within fifteen (15) calendar days after their
             preparation.

3.4.         NO UNDISCLOSED LIABILITIES. The Station has no material liabilities
             or obligations of any nature (absolute, accrued, contingent or
             otherwise) which were not fully reflected or reserved against in
             the 1997 Balance Sheets, except for liabilities and obligations
             incurred in the ordinary course of business and consistent with
             past practice since the date thereof (none of which liabilities and
             obligations is a liability for breach of contract, tort,
             infringement or violation of law); and the reserves reflected in
             the 1997 Balance Sheets are adequate, appropriate and reasonable.
             Sellers are not aware of any existing, proposed or threatened
             change which could result in a material adverse change to Sellers,
             the Station, the Acquired Assets or prospects of the Station.

3.5.         ACQUIRED ASSETS. The Acquired Assets to be transferred to Buyer at
             Closing represent all the assets necessary for the Station's
             current and continuing operations; until Closing, none of the
             Acquired Assets will be sold, leased or otherwise disposed of
             unless replaced by a substantially similar asset of equal or
             greater value. Seller has good and marketable title, and, at
             Closing, all of the Acquired Assets shall be owned by and
             transferred by the Sellers to Buyer free and clear of all liens,
             encumbrances, interests or restrictions of any kind whatsoever,
             except for the Permitted Encumbrances or the Leases and Agreements
             listed on Schedule B or D. The Acquired Assets have been maintained
             in good condition, subject to normal wear and tear. Since the date
             of the 1997 Balance Sheets, there has not been any material adverse
             change in the Acquired Assets; the Sellers are not aware of any
             circumstance that could cause a material adverse effect in the
             Acquired Assets; the Sellers have conducted the business of the
             Station in the Ordinary Course of Business; and the Sellers have
             not taken any action that would be prohibited by Section 3.16. As
             used herein, the term "Ordinary Course of Business" means, with
             respect to Sellers, the ordinary course of business of the Station
             consistent with the past practices of Sellers and recognizing that
             the Sellers ended the 24- hour distribution of their Aahs World
             Radio(SM) format as of midnight, January

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             30, 1998, and have since maintained a 24-hour all-music format at
             the Station without significant sales of advertising time. Since
             then and for the period from the date hereof to Closing, Sellers
             have sought and intend to seek to enter into short term time
             brokerage, sports broadcast and similar agreements. The time may be
             brokered on an hourly or monthly basis, but such agreements will
             not survive Closing except with Buyer's prior written approval.

3.6.         REAL ESTATE.

             3.6.1.       OWNED PROPERTIES. Schedule B sets forth a list of all
                          real property owned by the Sellers ("Owned Real
                          Property"). With respect to each parcel of Owned Real
                          Property, there are no leases, subleases, licenses,
                          concessions or other agreements, written or oral,
                          granting any person the right of use or occupancy of
                          any portion of such parcel and there are no
                          outstanding actions or rights of first refusal to
                          purchase such parcel or any portion thereof or
                          interest therein.

             3.6.2.       LEASED PROPERTIES. Schedule B sets forth a list of all
                          real property leased by the Sellers (the "Leased Real
                          Property") and all of the leases (the "Leases") of the
                          Leased Real Property. With respect to the Leased Real
                          Property, (a) all obligations of the landlord or
                          lessor under the Leases that have accrued have been
                          performed, and no landlord or lessor is in default
                          under or in arrears in the payment of any sum or in
                          the performance of any obligation required of it under
                          any Lease, and no circumstance presently exists which,
                          with notice or the passage of time, or both, would
                          give rise to a default by the landlord or lessor under
                          any Lease; (b) all obligations of the tenant or lessee
                          under the Leases that have accrued have been
                          performed, and Sellers are not in default under or in
                          arrears in the payment of any sum or in the
                          performance of any obligation required of it under any
                          Lease, and no circumstance presently exists which,
                          with notice or the passage of time, or both, would
                          give rise to a default by Sellers; and (c) there are
                          no consents of any landlord or lessor required to
                          transfer the Leased Real Property to Buyer except as
                          set forth on Schedule B.

             3.6.3.       TITLE AND DESCRIPTION. Sellers hold a valid and
                          enforceable freehold interest in the Owned Real
                          Property and valid and enforceable leasehold interests
                          in the Leased Real Property pursuant to the Leases as
                          shown on Schedule B, subject only to the right of
                          reversion of the landlord or lessor under the Leases.

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             3.6.4.       PHYSICAL CONDITION. To Sellers' knowledge, there is no
                          defect in the physical condition of any improvements
                          located on or constituting a part of the Real
                          Property. To Sellers' knowledge, the Real Property,
                          including, without limitation, such improvements, is
                          in good condition and repair and is adequate for the
                          uses to which it is being put, and the Real Property
                          is not in need of maintenance or repairs except for
                          ordinary, routine maintenance and repairs which are
                          not material in nature or cost. To the best of
                          Sellers' knowledge, the soil condition of the Real
                          Property is such that it will support all of the
                          improvements thereon for the foreseeable life of the
                          improvements without the need for unusual or new
                          subsurface excavations, fill, footings, caissons or
                          other installations.

             3.6.5.       UTILITIES. To the best of Sellers' knowledge, all
                          water, sewer, gas, electric, telephone, drainage and
                          other utility equipment, facilities and services
                          required by law or necessary for the operation of the
                          Real Property as it is now improved and operated are
                          installed and connected pursuant to valid permits, are
                          sufficient to service the Real Property and are in
                          good operating condition except in such case as will
                          not materially detract from the marketability or value
                          of the Real Property and do not impair the operations
                          of the lessee thereof.

             3.6.6.       COMPLIANCE WITH LAW; GOVERNMENTAL APPROVALS. Sellers
                          have received no notice from any Governmental
                          Authority of any violation of any zoning, building,
                          fire, water, use, health, or other law, ordinance,
                          code, regulation, license, permit or authorization
                          issued in respect of any of the Real Property that has
                          not been heretofore corrected, and know of no such
                          violation or violations that now exist that would
                          materially detract from the marketability or value of
                          the Real Property or impair the operations of the
                          occupant thereof in any material respect. To the best
                          of Sellers' knowledge, improvements located on or
                          constituting a part of the Real Property and the
                          construction, installation, use and operation thereof
                          (including, without limitation, the construction,
                          installation, use and operation of any signs located
                          thereon) are in compliance with all applicable
                          municipal, state, federal or other governmental laws,
                          ordinances, codes, regulations, licenses, permits and
                          authorizations, including, without limitation,
                          applicable zoning, building, fire, water, use, or
                          health laws, ordinances, codes, regulations, licenses,
                          permits and authorizations, and there are presently in
                          effect all certificates of occupancy, licenses,
                          permits and authorizations

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                          required by law, ordinance, code or regulation or by
                          any governmental or private authority having
                          jurisdiction over the ownership or operation of the
                          Sellers' businesses or any of the Acquired Assets,
                          including the Station and the Real Property or any
                          portion thereof, or the occupancy thereof or any
                          present use thereof, except such non-compliance as
                          will not materially detract from the marketability or
                          value of the Real Property and do not impair the
                          operations of the occupant thereof in any respect. All
                          such approvals required by law, ordinance, code,
                          regulation or otherwise to be held by the occupant of
                          any of the Real Property shall be transferred to Buyer
                          at Closing, if and to the extent transferable. There
                          is legally enforceable pedestrian and vehicular access
                          to the Real Property.

             3.6.7.       REAL PROPERTY TAXES. Sellers have received no notice
                          of any pending or threatened special assessment or
                          reassessment of all or any portion of any of the Real
                          Property.

             3.6.8.       CONDEMNATION. To Sellers' knowledge, there is no
                          pending or threatened condemnation of all or any part
                          of the Real Property.

             3.6.9.       INSURABILITY. Sellers have not received any notice
                          from any insurance company of any material defects or
                          inadequacies in the Real Property or any part thereof,
                          which would materially, adversely affect the
                          insurability of the same or of any termination or
                          threatened termination of any policy of insurance.

3.7.         CONTRACTS, LEASES, AGREEMENTS, ETC. Each of the Leases and
             Agreements is in full force and effect, and there are no
             outstanding notices of cancellation, acceleration or termination in
             connection therewith except as noted upon Schedule B or D. Sellers
             are not in breach or default in connection with any of the Leases
             and Agreements and, to the best of Sellers' knowledge, there is no
             basis for any claim, breach or default with respect to Sellers or
             any other party under any of said Leases and Agreements. Sellers
             have made available to Buyer true and correct copies of all
             agreements and instruments listed on Schedule D, and will make
             available to Buyer true and correct copies of any additional
             agreements, leases and contracts entered into by the Sellers in
             Ordinary Course of Business, as provided in Section 1.4 hereof. On
             the Closing Date there will be no Leases or Agreements relating to
             the Station (not including this Agreement and the TBA) which will
             be binding on the Buyer other than those specifically identified
             herein, including the Schedules

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             attached hereto, as assumed by Buyer, or as otherwise approved in
             writing by Buyer.

3.8.         LITIGATION. Except as set forth on Schedule G, no strike, labor
             dispute, investigation, litigation, court or administrative
             proceeding is pending or, to the best of Sellers' knowledge,
             threatened against the Sellers relating to the Station, their
             employees or any of the Acquired Assets which may result in any
             change in the business, operations, assets or financial condition
             of the Station or may materially affect Buyer's use and enjoyment
             of the Acquired Assets, or which would hinder or prevent the
             consummation of the transaction contemplated by this Agreement and
             the other Transaction Documents, and the Sellers know of no basis
             for any such possible action.

3.9.         ENVIRONMENTAL MATTERS.

             3.9.1.       ENVIRONMENTAL REPRESENTATION OF SELLERS. Sellers have
                          complied in all material respect with all laws
                          (including rules and regulations thereunder) of all
                          applicable federal, state, local and foreign
                          governments, and their respective agencies, concerning
                          the environment, public health and safety and employee
                          health and safety, and no charge, complaint, action,
                          suit, proceeding, hearing, investigation, claim,
                          demand or notice has been filed or commenced against
                          any of them alleging any failure to comply with any
                          such law or regulation, including, limiting, without
                          limitation, the Comprehensive Environmental Response,
                          Compensation and Liability Act of 1980, the Federal
                          Water Pollution Control Act of 1972, the Clean Air Act
                          of 1970, the Safe Drinking Water Act of 1974, the
                          Toxic Substances Control Act of 1976, the Refuse Act
                          of 1989, the Emergency Planning and Community
                          Right-to-Know Act of 1986, the Federal Resource
                          Conservation and Recovery Act, the Michigan Natural
                          Resources and Environmental Protection Act, each as
                          amended, or any other law of any government or agency
                          concerning the storage, treatment, handling,
                          transport, disposal, or the release or threatened
                          release of hazardous substances or hazardous
                          materials, public health and safety or pollution or
                          protection of the environment (collectively, the
                          "Environmental Statutes"). Except as set forth on
                          Schedule B, no environmental conditions have existed
                          on the Real Property while owned or leased by Sellers,
                          and no environmental conditions currently exist on the
                          Real Property that violated or currently violate any
                          Environmental Statute, where such

<PAGE>


                          environmental conditions will result in Buyer
                          incurring any costs or expenses for damages fines,
                          penalties, environmental remediation expenses or
                          environmental removal expenses as a result of actions
                          or proceedings by any federal, state or local
                          environmental protection agency or department or by
                          any third party. Except as set forth on Schedule B,
                          there are no Hazardous Substances, as defined,
                          currently utilized at or, currently stored at the Real
                          Property except for those for which permits have been
                          obtained and are in effect or are present in a manner
                          or in quantities which do not require issuance of
                          permits under the Environmental Statutes. Except as
                          set forth on Schedule B, there is no contamination in
                          soils or groundwater of or beneath the Real Property
                          above levels that exceed remediation standards based
                          on regulations, guidance or risk-based criteria
                          warranting studies or remediation or both which would
                          have any reasonable likelihood singly or in the
                          aggregate, of materially adversely affecting the
                          Acquired Assets or the Station. "Hazardous Substances"
                          shall mean any material presently listed, defined,
                          designated or classified as hazardous, toxic or
                          radioactive, under any Environmental Statute, whether
                          by type or by quantity, and petroleum or any
                          derivative or by-product thereof.

             3.9.2.       ENVIRONMENTAL COVENANT OF SELLERS. Sellers have
                          provided Buyer with all information, surveys and
                          reports in each Seller's or the Station's possession
                          or control concerning the existence or possible
                          existence of any Hazardous Substances, underground
                          storage tanks, polychlorinated biphenyls, asbestos or
                          asbestos-containing materials, radon gas, radioactive
                          materials, liquid petroleum or liquid petroleum
                          products, or other hazardous wastes, and any other
                          reports, studies or documents in each Seller's or the
                          Station's possession relating to each Seller's or the
                          Station's potential liability under applicable
                          Environmental Laws ("Environmental Contamination").

             3.9.3.       BUYER'S RIGHT TO CONDUCT DUE DILIGENCE. By May 25,
                          1998, Buyer shall, at its expense, conduct Phase I
                          environmental assessment activities of the Owned Real
                          Property, including inspecting individual sites,
                          submitting environmental questionnaires to Sellers and
                          the employees of the Station and reviewing existing
                          environmental reports, correspondence, permits and
                          related materials regarding the Owned Real Property.
                          Phase I environmental assessment activities shall not
                          include any sampling or intrusive testing other than
                          hand auger soil

<PAGE>


                          testing, testing equipment for PCBs and testing for
                          asbestos or asbestos-containing materials. To assist
                          in its environmental due diligence, Buyer may retain
                          one or more outside environmental consultants to
                          assist in its environmental due diligence concerning
                          the Owned Real Property, and Sellers shall cooperate
                          with Buyer in connection with such due diligence
                          efforts.

             3.9.4.       RESULTS OF ENVIRONMENTAL DUE DILIGENCE. In the event
                          that Sellers' disclosure pursuant to Section 3.9.2
                          herein or the Phase I reports obtained by Buyer
                          pursuant to Section 3.9.3 herein produces evidence
                          that Environmental Contamination exists or may exist
                          on any of the Owned Real Property, Buyer shall, within
                          ten (10) business days after receiving the applicable
                          Phase I report, notify CBC of such findings, provide
                          CBC with copies of all reports, written assessments or
                          other material regarding such contamination, and shall
                          have the right to conduct Phase II environmental
                          activities of the Owned Real Property (including, but
                          not limited to, the taking and analysis of soil,
                          surface water and ground water samples, testing of
                          buildings, drilling wells and taking soil borings).
                          The Phase II environmental activities shall be at the
                          Buyer's expense. The Sellers agree to cooperate with
                          the Buyer and with all third parties in permitting the
                          Buyer to obtain in a timely manner the Phase I Reports
                          and the Phase II Reports.

             3.9.5.       EFFECT OF ENVIRONMENTAL DUE DILIGENCE RESULTS.

                          (a)          Either party hereto may terminate this
                                       Agreement by written notice to the other
                                       party within fifteen (15) business days
                                       after Buyer's notification to Sellers of
                                       Environmental Contamination if:

                                       (i)          the results of Buyer's
                                                    environmental due diligence
                                                    investigation indicate the
                                                    existence of Environmental
                                                    Contamination of any of the
                                                    parcels of Owned Real
                                                    Property; and

                                       (ii)         Both parties reasonably
                                                    determine (on the basis of
                                                    Buyer's environmental due
                                                    diligence) that responding
                                                    to and fully

<PAGE>


                                                    remediating the foregoing
                                                    Environmental Contamination
                                                    in accordance with
                                                    applicable environmental
                                                    laws to a level at or below
                                                    the unrestricted residential
                                                    level developed pursuant to
                                                    Part 201 of the Michigan
                                                    Natural Resources
                                                    Environmental Protection Act
                                                    will exceed One Hundred
                                                    Thousand and no/100 Dollars
                                                    ($100,000.00) (the
                                                    "Remediation Ceiling
                                                    Amount") with respect to the
                                                    facilities, including but
                                                    not limited to the Owned
                                                    Real Property, used in the
                                                    operations of the Station.

                          (b)          If the results of Buyer's environmental
                                       due diligence conducted in accordance
                                       with this Section 3.9 indicate that the
                                       cost of responding to and remediating
                                       Environmental Contamination in accordance
                                       with applicable environmental laws is
                                       equal to or less than the Remediation
                                       Ceiling Amount in the aggregate for the
                                       facilities used in the operations of the
                                       Station, including but not limited to the
                                       Owned Real Property, Sellers shall, at
                                       their sole cost and expense, respond to
                                       and remediate such Environmental
                                       Contamination in accordance with
                                       applicable environmental laws on or
                                       before the Closing.

             3.9.6.       RADIO FREQUENCY RADIATION. Other than in compliance
                          with the Communications Act, the operation of the
                          Station does not cause or result in exposure of
                          workers or the general public to levels of radio
                          frequency radiation in excess of the "Radio Frequency
                          Protection Guides" recommended in "American National
                          Standard Safety Levels with Respect to Human Exposure
                          to Radio Frequency Electromagnetic Fields 300 kHz to
                          100 gHz" (ANSI C95.1-1982), issued by the American
                          National Standards Institute and FCC requirements.
                          Renewal of the FCC Licenses would not constitute a
                          "major action" within the meaning of Section 1.1301,
                          et seq., of the FCC's rules.

<PAGE>


3.10.        INSURANCE. The Sellers have maintained and shall maintain in full
             force and effect all of their existing casualty, liability, and
             other insurance covering any or all of the Acquired Assets through
             the day following the Closing Date in amounts not less than those
             in effect on the date hereof, and Sellers have set forth on
             Schedule H an abstract of such casualty insurance coverage. Sellers
             represent that there has been no material breach of any of the
             insurance policies. Except as set forth on Schedule H, Sellers do
             not know of any occurence, circumstance or event which could
             reasonably be expected to result in any claim.

3.11.        ACCESS TO INFORMATION. The Sellers shall give Buyer and its
             representatives reasonable access during normal business hours
             throughout the period prior to Closing to the operations,
             properties, books, accounting records, contracts, agreements,
             leases, commitments, programming, technical and sales records and
             other records of and pertaining to the Station; provided, however,
             such access shall not disrupt the Sellers' normal operation. The
             Sellers shall furnish to Buyer all information concerning the
             Station's affairs as Buyer may reasonably request. Buyer will
             maintain the confidentiality of all the information and materials
             delivered to it or made available for its inspection by the Sellers
             hereunder. Nothing shall be deemed to be confidential information
             that: (a) is known to Buyer at the time of its disclosure to Buyer;
             (b) becomes publicly known or available other than through
             disclosure by Buyer; (c) is received by Buyer from a third party
             not actually known by Buyer to be bound by a confidentiality
             agreement with or obligation to Sellers; or (d) is independently
             developed by Buyer as clearly evidenced by its records.
             Notwithstanding the foregoing provisions of this Section 3.11,
             Buyer may disclose such confidential information (x) to the extent
             required or deemed advisable to comply with applicable laws and
             regulations, (y) to its officers, directors, employees,
             representatives, financial advisors, attorneys, accountants, and
             agents with respect to the transactions contemplated hereby (so
             long as such parties are informed of the confidentiality of such
             information), and (z) to any Governmental Authority in connection
             with the transactions contemplated hereby. In the event this
             Agreement is terminated, Buyer will return to Sellers all
             confidential information prepared or furnished by Sellers relating
             to the transactions contemplated hereunder, whether obtained before
             or after the execution of this Agreement.

3.12.        CONDUCT OF THE STATION'S BUSINESS. Until Closing, without the
             written consent of Buyer, the Sellers shall not enter into any
             transaction, agreement or understanding (whether or not in writing)
             other than those in the Ordinary

<PAGE>


             Course of Business; no employment contract shall be entered into by
             the Sellers relating to the Station unless the same is terminable
             at will and without penalty; no material increase in compensation
             payable or to become payable, to any of the employees employed at
             the Station shall be made; no material change in personnel
             policies, insurance benefits or other compensation arrangements
             shall be made; and the Sellers will cause the Station to be
             operated in compliance with the Licenses and Permits and all
             applicable laws and regulations;

             the Sellers further represent, warrant and covenant:

             (a)          Between the date hereof and Closing, the Sellers shall
                          not take any action which will prevent or impede Buyer
                          from obtaining at the Closing the actual and immediate
                          occupancy and possession of the Station and all of the
                          Acquired Assets.

             (b)          On the Closing date, the Sellers will be the owner of
                          the Acquired Assets except such of the same replaced
                          by substantially similar property of no less than
                          equivalent value in the ordinary course of business,
                          with good and marketable title thereto, free and clear
                          of all liens and encumbrances, except Permitted
                          Encumbrances or liens for current taxes and
                          assessments not yet due and payable; and that between
                          the date of this Agreement and the Closing, there will
                          be no more than the ordinary normal wear and tear and
                          expendability of the Acquired Assets, and that the
                          Acquired Assets will be in good working condition.

             (c)          The Sellers do not know of any facts relating to them
                          or the Station which would cause (i) the application
                          for assignment of the Licenses to Buyer to be
                          challenged, (ii) the Commission to deny its consent to
                          the assignment of the Station's Licenses to Buyer, or
                          (iii) the Commission to grant such application for
                          assignment subject to material adverse conditions to
                          Buyer.

             (d)          The Sellers will have duly filed all tax returns
                          required to be filed by such Seller on or before the
                          Closing Date and will have paid and discharged all
                          taxes, assessments, excises, levies, or other similar
                          charges of every kind, character or description impose
                          by any Governmental Authority, and any interest,
                          penalties or additions to tax imposed thereon or in
                          connection therewith (collectively, "Taxes")

<PAGE>


                           known to the Sellers which are due and payable and
                           have not been paid and that would interfere with the
                           Sellers' enjoyment of the Acquired Assets. There is
                           no action, suit, proceeding, audit, investigation or
                           claim pending or, to the Sellers' best knowledge,
                           threatened in respect of any Taxes been proposed,
                           asserted or threatened.

             (e)          The Sellers shall (i) upon receiving notice or
                          otherwise becoming aware of any violation relating to
                          the Licenses, any violation by the Station of any
                          rules and regulations of the FCC, or any material
                          violations under any other applicable laws and
                          regulations, promptly notify Buyer and, at Sellers'
                          expense, use reasonable commercial efforts to cure all
                          such violations prior to the Closing Date, (ii)
                          promptly notify Buyer in writing if the Station ceases
                          to broadcast at its authorized power for more than 48
                          consecutive hours; such notice shall specify the
                          reason or reasons for such cessation and the
                          corrective measures taken or to be taken by Sellers,
                          and (iii) promptly inform Buyer in writing of any
                          material variances from the representations and
                          warranties contained in this Article 3 that become
                          known to the Sellers or any breach of any agreement
                          hereunder by Sellers.

3.13.        COPYRIGHTS, TRADEMARKS AND SIMILAR RIGHTS. The call letters listed
             on Schedule E are the call letters used by Sellers during the radio
             broadcast operations of the Station to identify the Station to its
             local audience. Sellers have full right and authority from the FCC
             to use such call letters except as may be provided in the Leases
             and Agreements. Sellers have not licensed or consented to, and have
             no knowledge of, any other entity's or individual's use of such
             call letters. There is no other name, trademark, service mark,
             copyright, or other trade, or service right or mark currently being
             used in the business and operations of the Station other than those
             listed in Schedule E, except those of CBC in connection with its
             Radio AAHS(R)/Aahs World Radio(SM) children's radio format. Sellers
             pay no royalty to anyone for use of the General Intangibles and
             have the right to bring action for the infringement thereof to the
             extent permitted by applicable law. Sellers represent that the
             operations of the Station do not infringe on any trademark, service
             mark, copyright or other intellectual property or similar right
             owned by others.

3.14.        EMPLOYEES. Sellers shall be solely responsible for any and all
             liabilities and obligations Sellers may have to the employees of
             the Station, including, without limitation, compensation, severance
             pay, incentive bonuses, health

<PAGE>


             expenses, and accrued vacation time, sick leave and obligations
             under any of Sellers' employee benefit plans. Sellers acknowledge
             that Buyer has no obligation hereunder to offer employment to any
             employee of Sellers; however, Buyer shall have the right to hire
             such of the employees of the Station as Buyer may select. With
             respect to any employee that Buyer hires, Sellers further
             acknowledge that Buyer shall have no obligation for, and shall not
             assume as part of the transaction contemplated by this Agreement,
             any compensation, incentive bonuses, health expenses, or "accrued
             vacation" or other accrued leave time of said employees as a
             consequence of their being hired by Buyer. Sellers also acknowledge
             that with respect to such employees as may be hired by Buyer, and
             where any such compensation, incentive bonuses, health expenses, or
             accrued leave time exists for said employees, Sellers will retain
             the responsibility for any liability arising therefrom. The
             consummation of the transactions contemplated hereby will not cause
             Buyer to incur or suffer any liability relating to, or obligation
             to pay, severance, termination, or other payments to any person or
             entity, or any liability under any employee benefit plans of
             Sellers, including, without limitation, any liability under the
             Internal Revenue Code of 1986, as amended, or the Employee
             Retirement Income Security Act of 1974, as amended. Sellers shall
             comply with the provisions of the Worker Adjustment and Retraining
             and Notification Act, as amended (the "WARN Act") and similar laws
             and regulations, if applicable, and shall be solely responsible for
             any and all liabilities, penalties, fines, or other sanctions that
             may be assessed or otherwise due under such applicable laws and
             regulations on account of the dismissal or termination of the
             employees of the Station by Sellers. Sellers shall be responsible
             for ensuring that all requirements of the WARN Act are met in
             connection with this Agreement and the transactions contemplated by
             this Agreement, including but not limited to, providing proper
             notices to employees of Sellers and to others. Sellers also shall
             be responsible for all payments due its current or former employees
             under the WARN Act.

3.15.        LABOR RELATIONS. Schedule I lists the names, dates of hire and
             current annual salaries of all persons employed by the Sellers
             directly and principally in connection with the operation of the
             Station. None of the Sellers is a party to or subject to any
             collective bargaining agreements with respect to the Station.
             Except as shown on Schedule I, all payments determined to be due
             from Sellers on account of work, health or welfare insurance under
             any agreement will have been paid on the Closing Date. Any such
             payments which cannot be determined on the Closing Date shall be
             paid immediately by Sellers upon determination without any
             liability to Buyer. Sellers have no

<PAGE>


             written or oral contracts of employment with any employee of the
             Station, other than (i) oral employment agreements terminable at
             will without penalty, or (ii) those listed in Schedule D. The
             Sellers, in the operations of the Station, have substantially
             complied with all applicable laws, rules and regulations relating
             to the employment of labor, including those related to wages,
             hours, collective bargaining, occupational safety, discrimination
             and the payment of social security and other payroll related taxes.
             To the best of Sellers' knowledge, there is no representation or
             organizing effort pending or threatened against or involving or
             affecting the Sellers with respect to employees employed at the
             Station.

3.16.        EMPLOYEE BENEFITS. Except for the employee benefit plans listed on
             Schedule J (collectively, the "Employee Benefit Plans"), Sellers
             are not parties to or bound by, and have no liability with respect
             to, any profit sharing, stock option, pension, severance,
             retirement, stock purchase, hospitalization, group or individual
             life, disability or health insurance, or employee welfare benefit
             or similar plan or agreement. True and correct copies of each
             Employee Benefit Plan and all documents pursuant to which the
             Employee Benefit Plans are maintained, administered and funded have
             been delivered to Buyer. Sellers shall timely pay all amounts due
             under or with respect to the Employee Benefit Plans, and Sellers do
             not, nor with they prior to the Closing Date, participate in,
             contribute to, nor employee any persons covered by a multiemployer
             plan, as defined in Section 3(37) of the Employee Retirement Income
             Security Act of 1974, as amended ("ERISA"), and have not, and will
             not, prior to the Closing Date incur any withdrawal liability
             within the meaning of Title IV of ERISA. Sellers have materially
             complied with, and will through and after the Closing Date,
             continue to materially comply with the Employee Benefit Plans and
             all requirements of law relating thereto and Buyer shall have no
             liability or responsibility whatsoever with respect to the Employee
             Benefit Plans. Sellers have no benefit plan (within the meaning of
             Section 3(2) of ERISA) that is subject to Title IV of ERISA, (II)
             any multiemployer plan (within the meaning of Section 3(37) of
             ERISA), (iii) any employee benefit plan described in Section 4063
             of ERISA or Section 413(c) of the Internal Revenue Code of 1986, as
             amended, and Treasury regulations promulgated thereunder, or (iv)
             any employee benefit plan providing health, life or other
             welfare-type benefits to current, future or former employees,
             independent contractors, directors or shareholders (and/or their
             dependents), other than continuation coverage required pursuant to
             Part 6 of Subtitle B of Title I of ERISA or applicable state
             continuation coverage law.

3.17.        PRE-CLOSING COVENANTS. Between the date hereof and the Closing, the
             Sellers covenant that:

<PAGE>


             3.17.1.      FCC COMPLIANCE. The Sellers shall continue to operate
                          the Station in conformity with the terms of the
                          Station's Licenses and in conformity in all material
                          respects with all applicable laws, regulations, rules
                          and ordinances, including but not limited to the rules
                          and regulations of the FCC. The Sellers shall file all
                          reports, applications and other filings required by
                          the FCC in a timely and accurate manner. Sellers will
                          maintain the Licenses in full force and effect and
                          take any action necessary before the FCC to preserve
                          such Licenses in full force and effect without
                          material adverse change. Sellers will not take any
                          action that would jeopardize the Station's rightful
                          possession of the Licenses, the potential for
                          assignment of the Licenses to Buyer, or the
                          unconditional renewal of the Licenses for full license
                          terms.

             3.17.2.      CONDUCT OF BUSINESS. The Sellers shall conduct the
                          business and technical operations of the Station in
                          the Ordinary Course of Business and consistent with
                          past practices, and shall continue all practices,
                          policies, procedures and technical operations relating
                          to the Station in substantially the same manner as
                          heretofore. Sellers shall perform, pay and discharge
                          when due all of its obligations and liabilities in all
                          material respects other than those which Buyer has
                          expressly agreed to assume pursuant to Section 2.6, as
                          well as known, contingent or unknown liabilities of
                          Sellers.

             3.17.3.      MAINTENANCE OF ASSETS. The Sellers shall maintain all
                          of the Acquired Assets in a good condition and, with
                          respect to the Personal Property, shall maintain
                          inventories of spare parts at levels consistent with
                          the past practices of the Sellers and the Station. The
                          Sellers shall not sell, convey, assign, transfer or
                          encumber any of the Acquired Assets, except for the
                          retirement of tangible Acquired Assets consistent with
                          the normal and customary practices of the Sellers and
                          the Station.

             3.17.4.      NO SOLICITATION.

                          (a)          Sellers will immediately cease any
                                       existing discussions or negotiations with
                                       any third parties conducted prior to the
                                       date hereof with respect to any
                                       Acquisition Proposal (as defined

<PAGE>


                                       below). Sellers shall not, directly or
                                       indirectly, through any officer,
                                       director, employee, representative or
                                       agent, or otherwise (i) solicit,
                                       initiate, continue or encourage any
                                       inquiries, proposals or offers that
                                       constitute, or could reasonably be
                                       expected to lead to, a proposal or offer
                                       for a merger, consolidation, business
                                       combination, sale of substantially all
                                       the assets or a sale of at least a
                                       majority of capital stock (including,
                                       without limitation, by way of a tender
                                       offer) (a "Fundamental Transaction")
                                       involving CRD or WCAR-AM, other than the
                                       transactions contemplated by this
                                       Agreement, or a Fundamental Transaction
                                       involving CBC conditioned upon
                                       termination of this Agreement (any of the
                                       foregoing inquiries or proposals are
                                       being referred to in this Agreement as an
                                       "Acquisition Proposal"), (ii) solicit,
                                       initiate, continue or engage in
                                       negotiations or discussions concerning,
                                       or provide any information or data to any
                                       person or entity relating to, or
                                       otherwise cooperate in any way with, or
                                       assist or participate in, or facilitate
                                       or encourage any Acquisition Proposal, or
                                       (iii) agree to, approve or recommend any
                                       Acquisition Proposal; provided, that, if
                                       shareholder approval is required for this
                                       transaction, nothing contained in this
                                       Section shall prevent CBC from, prior to
                                       the Closing, furnishing non-public
                                       information to, or entering into
                                       discussions or negotiations with, any
                                       person or entity in connection with any
                                       unsolicited Acquisition Proposal by such
                                       person or entity (including a new and
                                       unsolicited Acquisition Proposal received
                                       by CBC after the execution of this
                                       Agreement from a person or entity whose
                                       initial contact with CBC may have been
                                       solicited by CBC prior to the execution
                                       of this Agreement), and CBC may recommend
                                       such an unsolicited bona fide written
                                       Acquisition Proposal to the shareholders
                                       of CBC, if and only to the extent that
                                       (i) the Board of Directors of CBC
                                       determines in good faith (after
                                       consultation with and based upon the
                                       advice of its financial advisor and
                                       considering the effect of such
                                       Acquisition Proposal upon the employees,
                                       customers and the community) that such
                                       Acquisition Proposal would, if
                                       consummated, result in a transaction more
                                       favorable to the shareholders of CBC than
                                       this Agreement and that the person or
                                       entity making such Acquisition Proposal
                                       has the financial means, or the ability
                                       to obtain the necessary financing, to
                                       conclude such transaction (any such more
                                       favorable Acquisition Proposal is being
                                       referred to in

<PAGE>


                                       this Agreement as a "Superior Proposal"),
                                       (ii) the Board of Directors of CBC
                                       determines in good faith (after
                                       consultation with and based upon the
                                       advice of its outside legal counsel) that
                                       the failure to take such action would be
                                       inconsistent with the fiduciary duties of
                                       such Board of Directors to its
                                       shareholders under applicable law, and
                                       (iii) prior to furnishing such non-public
                                       information to, or entering into
                                       discussions or negotiations with, such
                                       person or entity, the Board of Directors
                                       receives from such person or entity an
                                       executed confidentiality agreement. If
                                       this Agreement is terminated after the
                                       occurrence of a Triggering Event (as
                                       defined below), or CBC shall materially
                                       breach or fail to perform its obligations
                                       under this Section 3.16.4., then Sellers
                                       shall pay Buyer a non-refundable fee of
                                       One Hundred Thousand and no/100 Dollars
                                       ($100,000.00) together with an amount
                                       equal to any amounts previously paid to
                                       Sellers or incurred by Buyer under the
                                       TBA, which amount shall be payable by
                                       wire transfer of same day funds on the
                                       date of termination as and for liquidated
                                       damages (the "Fees").

                          (b)          CBC shall reimburse the Buyer in
                                       connection with any legal or other fees
                                       incurred by the Buyer in connection with
                                       the collection of the Fee from CBC.

                          (c)          As used herein, a "Triggering Event"
                                       shall mean any of the following:

                                       (i)          the Board of Directors of
                                                    CBC shall have withdrawn or
                                                    modified its recommendation
                                                    of this Agreement or shall
                                                    have resolved or publicly
                                                    announced its intention to
                                                    do so; or

                                       (ii)         an Alternative Transaction
                                                    shall have taken place or
                                                    the Board of Directors of
                                                    CBC shall have recommended
                                                    such an Alternative
                                                    Transaction to shareholders,
                                                    or shall have resolved or
                                                    publicly announced its
                                                    intention to recommend or
                                                    engage in an Alternative
                                                    Transaction; or

                                       (iii)        CBC shall have negotiated
                                                    with, entered into any
                                                    agreement with, or
                                                    consummated or recommended
                                                    any transaction with, any
                                                    person other than Buyer or
                                                    its

<PAGE>


                                                    affiliates, based on a
                                                    determination regarding a
                                                    "Superior Proposal" made as
                                                    described herein; or

                                       (iv)         the shareholders of CBC do
                                                    not approve this Agreement
                                                    or the transactions
                                                    contemplated hereby after an
                                                    Acquisition Proposal shall
                                                    have been publicly
                                                    announced.

             3.17.5.      SHAREHOLDER MEETING. CBC shall, in accordance with the
                          requirements of applicable law, its Articles of
                          Incorporation and its Bylaws, take all action as may
                          be necessary, proper or advisable to duly call, give
                          notice of and fix a record date for a meeting of
                          shareholders (which may be a special or annual
                          meeting) to vote on approval of this Agreement and the
                          transactions contemplated hereby (the "Shareholders'
                          Meeting"), to be held as promptly as practicable and
                          in any event not later than August 30, 1998. As
                          promptly as practicable, CBC shall prepare and file
                          with the Securities and Exchange Commission (the
                          "SEC") a proxy statement (the "Proxy Statement") to be
                          used in connection with the solicitation of proxies
                          for the Shareholders' Meeting, respond to any comments
                          or requests from the SEC, as applicable, and mail the
                          Proxy Statement, together with any materials required
                          to be delivered to CBC shareholders under applicable
                          law, to shareholders of CBC in accordance with the
                          requirements of applicable law. CBC represents,
                          warrants and covenants that the Proxy Statement will
                          comply with all requirements of applicable law,
                          including without limitation SEC Regulation 14A.
                          Subject to its fiduciary duties in connection with a
                          Superior Offer (as defined below), the Board of
                          Directors of CBC shall recommend in the Proxy
                          Statement that the shareholders of CBC approve this
                          Agreement and the transactions contemplated hereby.

             3.17.6.      OTHER SELLER COVENANTS. None of the Sellers shall (a)
                          merge or consolidate with or into any other entity;
                          (b) do or omit to do any act (or permit such action or
                          omission) which will cause a material breach of any of
                          the Leases and Agreements; (c) waive any claims or
                          rights of substantial value except in the ordinary
                          course of business and consistent with past practice;
                          or (d) agree, whether in writing or otherwise, to do
                          any of the foregoing.

<PAGE>


3.18.        NO MISLEADING STATEMENTS. To Sellers' knowledge, no statement,
             representation or warranty made by Sellers herein and no
             information provided or to be provided by Sellers to Buyer pursuant
             to this Agreement or the other Transaction Documents or in
             connection with the negotiations covering the purchase and sale
             contemplated herein contains or will contain any untrue statement
             of a material fact, or omits or will omit a material fact. There
             are no facts or circumstances known to Sellers and not disclosed
             herein or in the Schedules hereto that, either individually or in
             the aggregate, will materially adversely affect after Closing the
             Acquired Assets or the condition of the Station.

3.19.        CONSENTS. The Sellers shall use commercially reasonable efforts to
             obtain any third party consents required to assign to Buyer all
             Leases and Agreements. If, on the Closing Date, Sellers have not
             obtained any required consent for the assignment of any Lease and
             Agreement (other than the material Leases and Consents referred to
             in Section 8.4(d) hereof) to Buyer and the Closing occurs, then
             after the Closing Date, Sellers will continue to use commercially
             reasonable efforts, and the Buyer will cooperate with Sellers, to
             obtain any such consent and/or to remove any other impediments to
             the assignment of any such Lease and Agreement. From and after the
             Closing, until the valid assignment of all such Leases and
             Agreements, Sellers will take such lawful actions as are reasonably
             necessary to assure that Buyer shall receive the benefits of, and
             shall be obligated to perform the obligations of Sellers under, all
             such Leases and Agreements after the Closing Date to the same
             extent as if Buyer were a party thereunder (and Buyer agrees to
             cooperate with Sellers in connection with any such actions and to
             enter into, at the time of the Closing, any lawful arrangements in
             furtherance thereof (but at no additional cost to Buyer other than
             such costs as Buyer would incur as a party to such Leases and
             Agreements)).

3.20.        SUPPLEMENTAL DISCLOSURE. From time to time prior to the Closing,
             the Sellers will promptly supplement or amend the Schedules hereto
             with respect to any matter hereafter arising which, if existing or
             occurring at the date of the Agreement, would have been required to
             be set forth or described in such Schedules. No supplement or
             amendment of any Schedule made pursuant to this section shall be
             deemed to cure any breach of any representation or warranty made in
             this Agreement unless Buyer specifically agrees thereto in writing.

<PAGE>


                                    ARTICLE 4
                     BUYER'S REPRESENTATIONS AND WARRANTIES

             The Buyer represents, warrants and covenants to Sellers that the
statements in this Article 4 are true, correct and complete in all respects as
of the date of this Agreement and will be true, correct and complete as of the
Closing Date as though made on the Closing Date.

4.1.         CORPORATE EXISTENCE AND POWERS. Buyer is a limited liability
             company organized and existing in good standing under the laws of
             the State of Michigan with full power and authority to enter into
             this Agreement and the other Transaction Documents to which it is a
             party and enter into and complete the transactions contemplated
             herein and therein; Buyer is, or will be at the time of Closing,
             qualified to do business in the State of Michigan; all required
             corporate action has been taken by Buyer to make and carry out this
             Agreement and the other Transaction Documents to which it is a
             party and the transactions contemplated herein and therein; this
             Agreement constitutes, and upon execution and delivery, each other
             Transaction Document will constitute, valid and binding obligation
             of Buyer enforceable in accordance with its terms; the execution of
             the Agreement and the other Transaction Documents to which it is a
             party and, once the consent referred to in the next clause of this
             sentence is obtained, the completion of the transactions herein
             involved will not result in the violation of any order, license,
             permit, rule, judgment or decree to which Buyer is subject or the
             breach of any contract, agreement or other commitment to which
             Buyer is a party or by which it is bound or conflict with or
             violate any provision of Buyer's certificate of incorporation,
             bylaws or other organizational documents; and except for the
             consent of the Commission to the assignment of the Licenses to
             Buyer and the consents identified by the Sellers on Schedule B or
             D, to the Buyer's knowledge, no other consent of any kind is
             required that has not been obtained for Buyer to make or carry out
             the terms of this Agreement.

4.2.         BUYER'S QUALIFICATIONS. At Closing, Buyer will be legally and
             financially qualified to become the licensee of the Commission.
             Buyer does not know of any facts relating to it which would cause
             the Commission to deny its consent, or which would materially
             hinder or delay receipt of such consent, to the assignment of the
             Licenses to Buyer.

<PAGE>


                                    ARTICLE 5
                              BREACH OF AGREEMENTS,
                         REPRESENTATIONS AND WARRANTIES

5.1.         BREACH OF THE SELLERS' AGREEMENTS, REPRESENTATIONS AND WARRANTIES.
             The Sellers shall jointly and severally indemnify and hold harmless
             Buyer and every affiliate of Buyer and any of its or their
             directors, members, stockholders, officers, partners, employees,
             agents, consultants, representatives, transferees and assignees
             from and against any loss, damage, liability, claim, demand,
             judgment or expense, including claims of third parties, arising out
             of ownership of the Acquired Assets or the operation of the Station
             by the Sellers prior to Closing, whether such claim is brought
             against Buyer or the Acquired Assets prior to or after Closing, and
             including without being limited to, reasonable counsel fees and
             reasonable accounting fees, sustained by Buyer by reason of, or
             arising out of or relating to, (i) any material breach of any
             warranty, representation, covenant or agreement of the Sellers
             contained herein or in any other Transactional Document or in the
             Schedules attached hereto, (ii) any facts or circumstances
             described in Schedule G, or (iii) the failure to comply with any
             applicable bulk sales or tax notice statutes; provided, however,
             that such indemnification shall be required only if written notice,
             with respect to any matter for which indemnification is claimed, is
             given.

5.2.         BREACH OF BUYER'S AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Buyer
             shall indemnify and hold harmless the Sellers and every affiliate
             of Sellers and any of their directors, members, stockholders,
             officers, partners, employees, agents, consultants,
             representatives, transferees and assignees from and against any
             loss, damage, liability, claim, demand, judgment or expense,
             including claims of third parties arising out of ownership of the
             Acquired Assets or operation of the Station by Buyer after Closing,
             and including without being limited to, reasonable counsel fees and
             reasonable accounting fees, sustained by the Sellers by reason of,
             or arising out of or relating to, any material breach of any
             warranty, representation, covenant or agreement of Buyer contained
             herein or any other Transaction Document; provided, however, that
             such indemnification shall be required only if written notice, with
             respect to any matter for which indemnification is claimed, is
             given.

5.3.         PERFORMANCE. Sellers acknowledge that the Acquired Assets to be
             transferred and assigned under this Agreement are unique and not
             readily bought or sold on the open market and, for that reason,
             among others, Buyer would be

<PAGE>


             irreparably harmed by any breach or failure of the other party to
             consummate this Agreement, and monetary damages therefor will be
             highly difficult, if not wholly impossible, to ascertain. It is
             therefore agreed that this Agreement shall be enforceable by Buyer
             in a court of equity by a decree of specific performance, and an
             injunction may be issued restraining any transfer or assignment of
             the Acquired Assets contrary to the provisions of this Agreement
             pending the determination of such controversy. Sellers, for
             themselves and their successors and assigns, hereby waive the claim
             or defense that an adequate remedy at law exists. In the event of a
             suit by Buyer to obtain specific performance, Buyer shall be
             entitled to reimbursement by Sellers of all reasonable attorneys'
             fees and other out-of-pocket expenses incurred by Buyer with
             respect thereto.

5.4.         PROCEDURES: THIRD PARTY CLAIMS. The indemnified party agrees to
             give written notice within a reasonable time to the indemnifying
             party of any claim or other assertion of liability by third parties
             which could give rise to a claim for indemnification hereunder
             (hereinafter collectively "Claims," and individually a "Claim"), it
             being understood that the failure to give such notice shall not
             affect the indemnified party's obligation to indemnify as set forth
             in this Agreement, unless, and then only to the extent, the
             indemnifying party's ability to contest, defend or settle with
             respect to such Claim is thereby demonstrably and materially
             prejudiced. The obligations and liabilities of the parties hereto
             with respect to their respective indemnities pursuant to this
             Article 5 resulting from any Claim, shall be subject to the
             following additional terms and conditions:

                            (a) Provided the indemnifying party acknowledges in
             writing its obligation to indemnify the indemnified party with
             respect to the Claim and further satisfies the indemnified party as
             to its financial ability to satisfy such indemnification
             obligation, the indemnifying party shall have the right to
             undertake, by counsel or other representatives of its own choosing,
             the defense or opposition to such Claim.

                            (b) In the event that the indemnifying party shall
             either (i) elect not to undertake, or shall fail to satisfy any
             requirements to undertake, such defense or opposition, or (ii) fail
             to properly elect within thirty (30) days after notice of any such
             Claim from the indemnified party or thereafter fail to defend or
             oppose such Claim, then, in either such event, the indemnified
             party shall have the right to undertake the defense, opposition,
             compromise or settlement of such Claim, by counsel or other
             representatives of its own

<PAGE>


             choosing, on behalf of and for the account and risk of the
             indemnifying party.

                            (c) Anything in this Section 5.4 to the contrary
             notwithstanding, (i) the indemnifying party shall not, without the
             indemnified party's written consent, settle or compromise any Claim
             or consent to entry of any judgment which includes any admission of
             liability or does not include as a term thereof the giving by the
             claimant or the plaintiff to the indemnified party of an
             unconditional release from all liability in respect of such Claim,
             and (ii) in the event that the indemnifying party undertakes
             defense of or opposition to any Claim, the indemnified party, by
             counsel or other representative of its own choosing and at its sole
             cost and expense, shall have the right to consult with the
             indemnifying party and its counsel or other representatives
             concerning such Claim and the indemnifying party and the
             indemnified party and their respective counsel or other
             representatives shall cooperate in good faith with respect to such
             Claim.


                                    ARTICLE 6
                            RISK OF LOSS; TERMINATION

6.1.         BUYER'S OPTIONS. The risk of any loss, damage or destruction to any
             of the Acquired Assets to be transferred to the Buyer hereunder
             from fire or other casualty or loss shall be borne by the Sellers
             at all times prior to the Closing. Upon the occurrence of any
             material loss or damage to any of the Acquired Assets to be
             transferred hereunder as a result of fire, casualty, or other
             causes prior to the Closing, the Sellers shall notify the Buyer of
             same in writing immediately, stating with particularity the
             reasonable estimates of the loss or damage incurred, the cause of
             damage, if known, and the extent to which restoration, replacement
             and repair of the Acquired Assets lost or destroyed is believed
             reimbursable under any insurance policy with respect thereto.
             Provided the Sellers, at their sole expense, have not repaired,
             restored or replaced the damaged Acquired Assets to Buyer's
             reasonable satisfaction by the Closing, and if the Buyer is not
             then in default of this Agreement, Buyer shall have the option (but
             not the obligation) exercisable at the Closing to:

             (i)          terminate this Agreement in which case none of the
                          parties shall have any further liability to the other
                          parties and all Escrowed Funds shall be returned to
                          Buyer, except that the Sellers shall have a reasonable
                          period of time, not to exceed sixty (60) days, to
                          effect repairs of the damaged Acquired Assets before
                          Buyer may exercise its option under

<PAGE>


                          this subparagraph 6.1 (i);

             (ii)         postpone the Closing for up to one hundred eighty
                          (180) days as necessary to allow the property to be
                          completely repaired, replaced or restored, at the
                          Sellers' sole expense, in which event the Sellers
                          shall use their best efforts to complete such repairs;
                          or

             (iii)        elect to consummate the Closing and accept the
                          property in its "then" condition, in which event the
                          Sellers shall assign to Buyer all rights under any
                          insurance claim covering the loss and pay over to the
                          Buyer the proceeds under any such insurance policy
                          previously received by the Sellers with respect
                          thereto.

6.2.         TERMINATION BY EITHER PARTY. This Agreement may be terminated prior
             to Closing as follows:

                          (a) by mutual agreement of Buyer and Sellers at any
             time;

                          (b) by Buyer by written notice to Sellers if any of
             the conditions specified in Section 8.4 is not satisfied in all
             material respects at the time of Closing or if satisfaction of any
             such condition is or becomes impossible, provided that in the event
             of a breach by any Seller of any covenant or agreement contained
             herein, Buyer shall first give Sellers written notice thereof, and
             if Sellers shall have undertaken to cure such breach within fifteen
             (15) days, they shall have a total of thirty (30) days to cure such
             breach, or if Buyer terminates the TBA upon an Event of Default (as
             defined therein) by Seller or in accordance with Section 6.1;

                          (c) by Sellers by written notice to Buyer if any of
             the conditions specified in Section 8.5 is not satisfied in all
             material respects at the time of Closing or if satisfaction of any
             such condition is or becomes impossible, provided that in the event
             of a breach by Buyer of any covenant or agreement contained herein,
             Sellers shall first give Buyer written notice thereof, and if Buyer
             shall have undertaken to cure such breach within fifteen (15) days,
             it shall have a total of thirty (30) days to cure such breach, or
             if Seller terminates the TBA upon an Event of Default (as defined
             therein) by Buyer; and

                          (d) by either party pursuant to the terms of Sections
             7.3 and 7.4 below.

<PAGE>


6.3.         EFFECT OF TERMINATION. In the event this Agreement is terminated as
             provided in Section 6.2, this Agreement shall be deemed null, void
             and of no further force or effect, and the parties hereto shall be
             released from all future obligations hereunder with respect to the
             Station; provided that the obligations of Buyer and Sellers in
             Sections 3.9.5, 5.1, 5.2, 5.3, 5.4, 6.3, 7.2, 9.3, and 9.10 shall
             survive such termination, and provided further that the termination
             of this Agreement shall not relieve any party for liability for any
             material breach of this Agreement, and provided further that, if
             this Agreement is terminated pursuant to Section 6.2(c) due to
             material breach or default by the Buyer of this Agreement, and the
             Sellers are not then in material breach or default of this
             Agreement, the Sellers shall be paid the Escrowed Funds, together
             with any interest earned thereon, as liquidated damages, it being
             agreed that such payment shall constitute full payment for any and
             all damages suffered by Sellers by reason thereof and that Sellers
             shall have no rights to or claims for damages from Buyer other than
             as set forth in this Agreement.


                                    ARTICLE 7
                       APPLICATION FOR COMMISSION APPROVAL

7.1.         FILING AND PROSECUTION OF APPLICATION. Buyer and the Sellers shall,
             as soon as practicable after the date of this Agreement and in any
             event not later than May 12, 1998, join in an application to be
             filed with the Commission requesting its written consent to the
             assignment of the Licenses of the Station from WCAR-AM to Buyer.
             The parties shall prepare their own portions of the application.
             Buyer and the Sellers shall take all steps necessary to the
             expeditious prosecution of such application to a favorable
             conclusion, using their reasonable best efforts throughout.

7.2.         EXPENSES. The parties shall bear their own legal, accounting and
             other expenses in connection with the consummation of the
             contemplated transaction. The parties shall cooperate with the
             preparation of the Commission application and in connection with
             the prosecution of such application. The FCC filing fees shall be
             shared equally between the Sellers on the one hand and the Buyer on
             the other.

7.3.         DESIGNATION FOR HEARING. If, for any reason, any application for an
             assignment of license is designated for hearing by the Commission
             prior to grant thereof, either of the parties shall have the right
             by written notice within

<PAGE>


             thirty (30) days of such designation for hearing, to terminate this
             Agreement if the allegations raised relate to the other party.
             Should Closing occur and upon reconsideration should the FCC
             designate the assignment for hearing, Buyer may elect to rescind
             this Agreement, and if Buyer so elects, Buyer and the Seller agree
             to cooperate in filing an application to reassign the License to
             the Seller, if necessary, in order to comply with any FCC order and
             to take all necessary actions to reverse this transaction as if
             Closing had not occurred.

7.4.         TIME FOR COMMISSION CONSENT. Subject to the provisions of Section
             7.3 above, if the Commission has not given its written consent to
             the assignment of the Licenses set forth herein within twelve (12)
             months from the date of acceptance for filing of the application
             for such assignment, any of the parties, if not then in default,
             may terminate this Agreement by giving written notice to the other
             parties. Upon such termination, if not otherwise in material breach
             or default of this Agreement, none of the parties shall have any
             right or liability hereunder and all Escrowed Funds shall be
             returned to Buyer promptly.

7.5.         CONTROL OF STATION. Until Closing, Buyer shall not directly or
             indirectly, control, supervise, direct or attempt to control,
             supervise or direct the operations of the Station, but such
             operations shall be the sole responsibility of the Sellers, subject
             to and consistent with all rules, regulations and policies of the
             FCC. On and after the Closing Date, the Sellers shall not directly
             or indirectly, control, supervise, direct or attempt to control,
             supervise or direct the operations of the Station.

7.6.         SHARING INFORMATION. Each party hereto shall as promptly as
             possible, and in any event within two (2) business days, inform the
             other of any material communications between such party and the FCC
             or any other Governmental Authority regarding this Agreement or the
             transactions contemplated hereby. If any party receives a request
             for additional information or documentary material from any such
             Governmental Authority, then such party shall endeavor in good
             faith to make, or cause to be made, as promptly as practicable and
             after consultation with the other party, an appropriate response to
             such request.

<PAGE>


                                    ARTICLE 8
                                     CLOSING

             Subject to the terms and conditions herein stated, the parties
agree as follows:

8.1.         CLOSING DATE. The Closing of the transactions contemplated under
             this Agreement shall be held at such time and date as shall be
             mutually agreed by the Sellers and Buyer; provided, however, that
             in any event Buyer must close no later than the first day of the
             first month after final Commission approval of the assignment of
             the Licenses has become final, the finality of the assignment
             subject to waiver by Buyer ("Final Approval") and all other
             conditions to Closing shall have been satisfied in all material
             respects on or before the Closing Date. (The date scheduled, or
             required to be scheduled for Closing hereunder is referred to
             herein as the "Closing Date.") Final Approval shall be the approval
             of the FCC to the renewal and assignment of the Licenses which are
             no longer subject to rehearing, reconsideration or review by the
             Commission or to review by any court under the Communications Act
             of 1934, as amended, and which action is not reversed, stayed,
             enjoined or set aside, and with respect to which no timely request
             or petition for stay, reconsideration, review or rehearing or a
             notice of appeal is pending and the time for such filing has
             expired. Unless otherwise agreed by the parties in writing, the
             Closing shall take place at Buyer's counsel's offices in Detroit,
             Michigan.

8.2.         THE SELLERS' OBLIGATIONS AT CLOSING. At Closing, the Sellers shall
             deliver to Buyer the following:

             (a)          An Assignment of the Licenses described in Schedule A,
                          Warranty Deeds as to the Owned Real Property described
                          on Schedule B and an Assignment and Bill of Sale, or
                          similar instruments, including third party consents to
                          all "material" Leases and Agreements, transferring to
                          Buyer all other Acquired Assets to be transferred
                          hereunder, free and clear of all liens, encumbrances
                          and restrictions of any kind whatsoever, other than
                          Permitted Encumbrances;

             (b)          The business records described in Section 1.7;

             (c)          An opinion of the Sellers' counsel, addressed to
                          Buyer, confirming the correctness of the Sellers'
                          representations made in Sections 3.1 and 3.2;

<PAGE>


             (d)          A certificate of CBC's CEO verifying that the Sellers'
                          representations, warranties and covenants as provided
                          herein remain materially true and correct up to and
                          through the Closing Date;

             (e)          Certificates of Sellers' Secretary certifying as to
                          Sellers' Articles of Incorporation, By-Laws, and Board
                          of Directors approvals (all of which shall be attached
                          thereto);

             (f)          UCC reports of the appropriate filing officers and
                          federal and state litigation searches dated not more
                          than thirty (30) days prior to the Closing Date in
                          Minnesota, Michigan and Wayne County evidencing no
                          judgments, financing statements, or liens, other than
                          Permitted Encumbrances, on file with respect to the
                          Acquired Assets, and, if such report evidences that
                          judgments, financing statements, or liens are on file
                          with respect to any of the Acquired Assets, a
                          termination statement or other appropriate document
                          signed by the secured party or lienholder evidencing
                          the release or termination of such financing statement
                          or such lien or a pay-off letter from such secured
                          party or lienholder indicating that such party or
                          lienholder will provide such release or termination
                          statement upon receipt of payment from the proceeds of
                          the sale contemplated herein;

             (g)          Good and valid title insurance commitments dated as of
                          the Closing Date insuring the Sellers' title as fee
                          owner in each parcel of Owned Real Property; in each
                          instance, the title shall be insured by means of the
                          preferred policy used in the location where such real
                          estate exists, and each such policy, as to the
                          insurer, the insured, the dollar limit and amount of
                          coverage and the exceptions and conditions thereof
                          shall be, in all respects, in form and substance
                          reasonably satisfactory to the Buyer;

             (h)          Internal Revenue Service Form 8594 completed by the
                          Sellers in connection with the acquisition of the
                          Acquired Assets by the Buyer;

             (i)          A check or checks, or other evidence of payment
                          acceptable to Buyer, with respect to the expenses
                          payable by Sellers, if any, on the Closing Date in
                          accordance with the Agreement;

             (j)          Such other documents and instruments as might
                          reasonably be requested by Buyer to consummate the
                          transaction contemplated

<PAGE>


                          hereunder consistent with the intent expressed herein;

             (k)          Escrow instructions releasing Escrowed Funds to Buyer;

             (l)          The Acquired Assets; and

             (m)          A tax letter from the Michigan Department of Treasury
                          and Form 1027 from the Michigan Employment Security
                          Administration.

8.3.         BUYER'S OBLIGATIONS AT CLOSING. At Closing, Buyer shall deliver to
             CBC the following:

             (a)          Delivery of the Purchase Price in the manner set forth
                          in Section 2.2;

             (b)          An Agreement to assume the obligations of Sellers
                          under the Leases and Agreements with respect to
                          periods of time from and after Closing;

             (c)          An opinion of Buyer's counsel, addressed to the
                          Sellers, confirming the correctness of certain of the
                          Buyer's representations made in Section 4.1;

             (d)          Internal Revenue Service Form 8594 completed by the
                          Buyer in connection with the acquisition of the
                          Acquired Assets from the Sellers;

             (e)          A check or checks, or other evidence of payment
                          acceptable to Sellers, with respect to the expenses
                          payable by Buyer, if any, on the Closing Date in
                          accordance with the Agreement; and

             (f)          Such other documents and instruments as might
                          reasonably be requested by Sellers to consummate the
                          transactions contemplated hereunder consistent with
                          the intent expressed herein.

8.4.         CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to
             consummate the transaction herein contemplated at Closing are
             subject to and conditioned upon:

             (a)          The written consent of the Commission evidencing its
                          Final Approval to the assignment of the Licenses to
                          Buyer subject to the provisions

<PAGE>


             of Section 7.3 above, provided that any such approvals are without
             any condition that is materially adverse to Buyer;

             (b)          The satisfaction at or before Closing in all material
                          respects of all agreements, obligations and conditions
                          of the Sellers hereunder required to be performed or
                          complied with by them on or before Closing;

             (c)          The material accuracy of the representations and
                          warranties made by the Sellers;

             (d)          Written third party consents to all material Leases
                          and Agreements where required by the terms of the
                          Lease or Agreement or substitution by Sellers of
                          substantially equivalent rights without materially
                          adverse impact upon Buyer's enjoyment of the Acquired
                          Assets;

             (e)          There shall not be in effect any judgment, order,
                          injunction or decree of any court of competent
                          jurisdiction enjoining the consummation of the
                          transactions contemplated hereby;

             (f)          The TBA shall have become effective in accordance with
                          the terms and conditions thereof and, from and after
                          the date the TBA first becomes effective through and
                          including the Closing Date, the TBA shall have not
                          been terminated due to the Sellers' breach thereof;
                          and

             (g)          Sellers shall have complied with each and every one of
                          its obligations set forth in Section 8.2.

8.5.         CONDITIONS TO OBLIGATIONS OF THE SELLERS. The obligations of the
             Sellers to consummate the transaction herein contemplated at
             Closing are subject to and conditioned upon:

             (a)          Subject to the provisions of Section 7.3 above, the
                          written consent of the Commission evidencing its Final
                          Approval to the assignment of the Licenses to Buyer,
                          provided that any such approval is without any
                          conditions that are materially adverse to the Sellers;

             (b)          The satisfaction at or before Closing in all material
                          respects of all agreements, obligations and conditions
                          of Buyer hereunder required to be performed or
                          complied with by it at or before the Closing;

<PAGE>


             (c)          The material accuracy of the representations and
                          warranties made by Buyer;

             (d)          There shall not be in effect any judgment, order,
                          injunction or decree of any court of competent
                          jurisdiction enjoining the consummation of the
                          transactions contemplated hereby;

             (e)          The TBA shall have become effective in accordance with
                          the terms and conditions thereof and, from and after
                          the date the TBA first becomes effective through and
                          including the Closing Date, the TBA shall have not
                          been terminated due to the Buyer's breach thereof;

             (f)          The approval of CBC's shareholders; and

             (g)          Buyers shall have complied with each and every one of
                          its obligations set forth in Section 8.3.


                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.1.         SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. The
             representations and warranties set forth in Sections 3 and 4 of
             this Agreement shall survive for a period of two (2) years after
             the Closing Date except that the representations and warranties
             contained in Sections 3.1, 3.2, 3.5 (insofar as it relates to title
             to the Acquired Assets), 3.18 and 4.1 shall survive the Closing
             Date indefinitely, the representations and warranties set forth in
             Section 3.9 shall survive the Closing date for a period of six (6)
             years, and the representations and warranties set forth in Sections
             3.6.7 and 3.12(d) shall survive the Closing Date for the applicable
             statute of limitations period; except that such representations and
             warranties shall survive the Closing Date indefinitely if they
             relate to a tax liability of the Station that is based on
             misrepresentation or fraud.

9.2.         INVESTIGATION. The investigation by Buyer and its employees, agents
             and representatives of the Acquired Assets, the Station and any
             other matters concerning Sellers prior to or subsequent to the
             Closing Date, shall not negate or diminish the representations and
             warranties of Sellers contained or provided for herein except to
             the extent Sellers can demonstrate that Buyer had actual knowledge
             of an inaccurate warranty or representation.

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9.3.         EXECUTION OF DOCUMENTS. The parties agree to execute all
             applications, documents and instruments which may be necessary for
             the consummation of the transactions contemplated hereunder, or
             which might be from time to time reasonably requested by any party
             hereto in connection therewith, whether before or after the date of
             Closing.

9.4.         NOTICES. All notices, requests, elections, demands and other
             communications given pursuant to this Agreement shall be in writing
             and shall be duly given when delivered personally or by facsimile
             transmission (upon receipt of confirmation) or when deposited in
             the mail, certified or registered mail, postage prepaid, return
             receipt requested, and shall be addressed as follows:

             If to the Sellers
             (or any of them):        Children's Broadcasting Corporation
                                      724 First Street North, Fourth Floor
                                      Minneapolis, Minnesota 55401
                                      Attention:  Mr. Christopher T. Dahl
                                      Facsimile Number:  (612) 338-4318

                      with copy to:   Children's Broadcasting Corporation
                                      724 First Street North, Fourth Floor
                                      Minneapolis, Minnesota 55401
                                      Attention:  Lance W. Riley, Esq.
                                      Facsimile Number:  (612) 330-9558

             If to Buyer:             1090 Investments, L.L.C.
                                      500 North Woodward Avenue
                                      Bloomfield Hills, Michigan 48304-2964
                                      Attention: John F. X. Browne, P.A
                                      Facsimile Number: (248) 642-6027

                      with copy to:   Sara Kruse, Esq.
                                      One Woodward Avenue
                                      Suite 2400
                                      Detroit, Michigan 48226
                                      Facsimile Number: (313) 961-8358

9.5.         EXHIBITS AND SCHEDULES. All Exhibits and Schedules referred to
             herein are incorporated into this Agreement by reference for all
             purposes and shall be

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             deemed part of this Agreement.

9.6.         ENTIRE AGREEMENT. This Agreement together with all Exhibits and
             Schedules referred to herein, and the TBA contain all of the terms
             and conditions agreed upon by the parties hereto with respect to
             the transactions contemplated hereunder.

9.7.         ASSIGNABILITY. None of the parties may assign their rights or
             obligations under this Agreement without the prior written consent
             of the other parties, except that the Buyer may make an assignment
             to an entity under essentially common control as the assigning
             entity.

9.8.         BINDING EFFECT. This Agreement shall be binding upon and inure to
             the benefit of the representatives, heirs, estates, successors, and
             assigns of the parties hereto.

9.9.         HEADING. The headings contained in this Agreement are for reference
             only and shall not effect in any way the meaning or interpretation
             of this Agreement.

9.10.        COUNTERPARTS. This Agreement and any other instrument to be signed
             by the parties hereto may be executed by the parties, together or
             separately, in two or more identical counterparts, each of which
             shall be deemed an original, but all of which together shall
             constitute but one and the same instrument. Notwithstanding the
             foregoing, facsimile and photostatic reproductions may be relied
             upon to the same extent as an original provided that originals are
             provided within five (5) days of the date thereof.

9.11.        GOVERNING LAW. This Agreement shall be governed by and construed in
             accordance with the laws of the State of Michigan without regard to
             principles of conflicts of laws. The parties hereto hereby
             irrevocably and unconditionally consent to submit to the exclusive
             jurisdiction of the courts of the State of Michigan and of the
             United States of America located in the State of Michigan for any
             actions, suits or proceedings arising out of or relating to this
             Agreement and the transactions contemplated hereby (and they agree
             not to commence any action, suit or proceeding relating thereto
             except in such courts) and further agree that service of any
             process, summons, notice or document by U.S. registered mail to the
             addresses set forth above shall be effective service of process for
             any action, suit or proceeding arising out of this Agreement, in
             the courts of the State of Minnesota or the United States of

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             America located in the State of Minnesota, and hereby further
             irrevocably and unconditionally waive and agree not to plead or
             claim in any such court that any such action, suit or proceeding
             brought in any such court has been brought in an inconvenient
             forum.

9.12.        BROKER COMMISSION. The Sellers and Buyer each represent to the
             other that they have not engaged a broker in connection with the
             contemplated transaction, except that CBC has engaged Star Media
             Group, Inc., and each party agrees to pay the respective
             commissions owed under such engagements and agrees to indemnify and
             hold the other party or parties harmless against any claims made by
             a broker through it or them in connection with the transactions
             contemplated hereunder. Buyer has no obligation to pay any
             brokerage fee due Star Media Group, Inc.

9.13.        SALES TAX. Any sales tax, including bulk sales taxes (if
             applicable), due upon consummation of this transaction will be
             computed at Closing and paid by the Sellers and any claims or
             proceedings arising therefrom shall be the sole responsibility of
             Buyer. Sellers agree to indemnify and hold Buyer harmless against
             any such claims in connection with the transactions contemplated
             hereunder.

9.14.        PUBLIC ANNOUNCEMENTS. Sellers and Buyer shall consult with each
             other before making any public statements with respect to this
             Agreement, the other Transaction Documents or the transactions
             contemplated herein or therein and shall not issue any such press
             release or make any such public statement without the prior written
             consent of the other party, which shall not be unreasonably
             withheld, conditioned or delayed; provided, however, that a party
             may, without the prior consultation with or written consent of the
             other party, issue such press release or make such public statement
             as may be required by applicable law if it has used all reasonable
             efforts to consult with the other party and to obtain such party's
             consent but has been unable to do so in a timely manner.

9.15.        MAIL. Sellers hereby authorize and empower Buyer from and after the
             Closing Date (a) to receive and open mail addressed to the Station
             and (b) to deal with the contents thereof in any manner Buyer sees
             fit, provided such mail and the contents thereof relate to the
             Station or the Acquired Assets. Sellers agree to deliver to Buyer
             any mail, checks or other documents received by them pertaining to
             the Station or the Acquired Assets. Buyer agrees to deliver to
             Sellers any mail which it receives to which it is not entitled by
             reason of this

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             Agreement or otherwise and to which Sellers is entitled.

9.16.        CLAUSES SEVERABLE. The provisions of this Agreement are severable.
             If any provision of this Agreement or the application thereof to
             any person or circumstance is held invalid, the provision or its
             application shall be modified to the extent possible to reflect the
             expressed intent of the parties but in any event, invalidity shall
             not affect other provisions or applications of this Agreement which
             can be given effect without the invalid provision or application.

9.17.        MODIFICATION. No modification of any provision of this Agreement
             shall be effective unless made in writing and signed by the parties
             hereto.

9.18.        REORGANIZATION OF SUBSIDIARIES. Notwithstanding any covenant or
             other provision of this Agreement to the contrary, Buyer
             acknowledges that Sellers may be desirous of merging the License
             Subsidiaries into the Asset Subsidiaries or similarly reorganizing
             said entities prior to Closing for tax purposes, and agrees to
             reasonably cooperate with Sellers if necessary to accomplish such
             reorganization to the extent that such cooperation is necessary in
             the execution and delivery of appropriate amendments hereto,
             consents or applications to the FCC, provided, however, that
             nothing in this Section 12.10 shall require Buyer to take any
             action or amend this Agreement in any way if such action or
             amendment is reasonably likely to delay the Closing, cause any
             diminution of Buyer's enjoyment of its rights hereunder or cause
             any economic loss to Buyer as a result. Sellers agree to reimburse
             Buyer for any legal fees reasonably incurred by Buyer in connection
             with the fulfillment of its obligations under this Section.

9.19.        FURTHER ASSURANCES. From time to time after the Closing Date, at
             Buyer's request and without further consideration, sellers shall
             execute and deliver or cause to be executed and delivered such
             further instruments of conveyance, assignment and transfer and
             shall take such other action as Buyer may reasonably request in
             order more effectively to convey, transfer, reduce to possession or
             record title to any of the Acquire Assets purchased pursuant hereto
             or to otherwise carry out the purpose and intent of this Agreement.
             Upon the request of Buyer, Sellers will cooperate and will use
             their best efforts to have the officers, directors and other
             employees of Sellers cooperate with Buyer on or after the Closing
             Date by furnishing information, evidence, testimony and other
             assistance in connection with any actions, proceedings,
             arrangements or disputes involving Buyer and which are based upon
             contracts, leases, arrangements or acts of Sellers which were in
             effect or occurred on or prior to the Closing Date. Buyer shall
             reimburse Sellers and their officers, directors and other employees
             for any costs incurred by them in fulfilling this covenant, except
             to the extent that the provisions of Section 5 are applicable.

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9.20.        NO THIRD PARTY BENEFICIARIES. The obligations undertaken by Buyer
             and Sellers in this Agreement are for the benefit of Buyer and
             Sellers only, and neither any creditor of Buyer or Sellers, nor any
             other party (other than a successor in interest to Buyer or
             Sellers) shall have the right to rely on or enforce the provisions
             of this Agreement as a third-party beneficiary or otherwise.

             IN WITNESS WHEREOF, the parties hereto, by their properly
authorized representatives, have caused this Agreement to be executed as of the
day and date first above written.

CHILDREN'S BROADCASTING                  1090 INVESTMENTS, L.L.C.
 CORPORATION


BY: /s/ James G. Gilbertson              BY: /s/ John Kruse

ITS: COO                                 ITS: Partner


CHILDREN'S RADIO OF DETROIT, INC.        WCAR-AM, INC.


BY: /s/ James G. Gilbertson              BY: /s/ James G. Gilbertson

ITS: COO                                 ITS: COO

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                                    EXHIBIT A

                                ESCROW AGREEMENT


                                SEE SECTION 2.2.1

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                                    EXHIBIT B

                            TIME BROKERAGE AGREEMENT


                                 SEE SECTION 2.4

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                                   SCHEDULE A

                      LICENSES, PERMITS AND AUTHORIZATIONS


                                 SEE SECTION 1.1

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                                   SCHEDULE B

                                  REAL PROPERTY


                                 SEE SECTION 1.2

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                                   SCHEDULE C

                                PERSONAL PROPERTY


                                 SEE SECTION 1.3

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                                   SCHEDULE D

                              LEASES AND AGREEMENTS


                                 SEE SECTION 1.4

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                                   SCHEDULE E

                               GENERAL INTANGIBLES


                                 SEE SECTION 1.6

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                                   SCHEDULE F

                          ALLOCATION OF PURCHASE PRICE


                                 SEE SECTION 2.7

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                                   SCHEDULE G

                                   LITIGATION


                                 SEE SECTION 3.8

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                                   SCHEDULE H

                                    INSURANCE


                                SEE SECTION 3.10

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                                   SCHEDULE I

                                 LABOR RELATIONS


                                SEE SECTION 3.15

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                                   SCHEDULE J

                             EMPLOYEE BENEFIT PLANS


                                SEE SECTION 3.16