EXHIBIT 4.1


                               STATE OF MINNESOTA

                               SECRETARY OF STATE



                          CERTIFICATE OF INCORPORATION



         I, Joan Anderson Growe, Secretary of State of Minnesota, do certify
that: Articles of Incorporation, duly signed and acknowledged under oath, have
been filed on this date in the Office of the Secretary of State, for the
incorporation of the following corporation, under and in accordance with the
provisions of the chapter of Minnesota Statutes listed below.

         This corporation is now legally organized under the laws of Minnesota.

         Corporate Name:  CD Broadcasting Corporation of Minneapolis

         Corporate Charter Number:  60 568

         Chapter Formed Under:  302A

         This certificate has been issued on 02/07/1990.



                                              /s/ Joan Anderson Growe
                                              ----------------------------------
                                              Secretary of State

<PAGE>

                            STATE OF MINNESOTA              See instructions on
                     OFFICE OF THE SECRETARY OF STATE       reverse side for
                                                            completing this form

                           ARCTICLES OF INCORPORATION
                                  CHAPTER 302A

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CORPORATE NAME
         CD Broadcasting Corporation of Minneapolis
--------------------------------------------------------------------------------

The undersigned incorporators, who are natural persons 18 years of age or older,
in order to form a corporate entity under Minnesota Statues, Chapter 302A, adopt
the following articles of incorporation:

                                    ARTICLE I

The name of the corporation is:
--------------------------------------------------------------------------------
CORPORATION NAME
         CD Broadcasting Corporation of Minneapolis
--------------------------------------------------------------------------------
                                   
                                   ARTICLE II

The registered office of this corporation is located at:
--------------------------------------------------------------------------------
STREET ADDRESS                      CITY, STATE, ZIP           COUNTY

5200 Willson Road, Ste. 308         Edina, MN  55424           Hennepin
--------------------------------------------------------------------------------

The registered agent at that address is (Note: The appointment of an agent is
optional):
--------------------------------------------------------------------------------
NAME OF AGENT
None
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                                   ARTICLE III


The corporation is authorized to issue an aggregate total of:   NUMBER OF SHARES
(The minimum number of authorized shares is one.)               1,000

                                   ARTICLE IV

The names and addresses of the incorporators are (Note: Only one incorporator is
required under Section 302A.105):


   Name   Address (may not be a post office       Incorporator's Signature (All
          box)                                    incorporators must sign the 
                                                  articles)

Lance W.  Riley         5200 Willson Road, Ste.  308 /s/ Lance W. Riley
                        Edina, Mn  55424
<PAGE>


STATE OF MINNESOTA
                     ss
County of Hennepin

The foregoing instrument was acknowledged before me this 2nd day of February,
1990.

                                                         /s/ Phylis Schaffer
                                                         (Notary Public)

(Notarial Seal)
--------------------------------------------------------------------------------

                                  INSTRUCTIONS

1.   Type or print with dark black ink.

2.   Total filing fee as required by Minnesota Statues, Section 302A.011;
     302.153 for
     valid incorporation.

     Filing Fee - $15.00.

     Incorporation Fee - $70.00

3.   Make check for the total filing fee of $85 payable to the Secretary of
     State.

4. Mail or bring completed form to:

         Secretary of State
         Corporation Division
         180 State Office Building
         St.  Paul, MN  55155
         (612) 296-2803

Note: This form is intended merely as a guide in the formation of a Minnesota
business corporation under Minnesota Statutes Chapter 302A and is not intended
to cover all situations anticipated by that Statute. If this form does not meet
the specific needs and requirements of the corporation that is being formed, the
incorporators should draft their own articles specifically listing the
modifications or denials of each provision to which they wish to be subject or
from which they wish to be exempt.

                       FOR USE ONLY BY SECRETARY OF STATE


<PAGE>


                    STATE OF MINNESOTA                      See instructions on
                OFFICE OF THE SECRETARY OF STATE            reverse side for
                                                            completing this form
                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE
                                       by

--------------------------------------------------------------------------------
NAME OF CORPORATION
         CD BROADCASTING CORPORATION OF MINNEAPOLIS
--------------------------------------------------------------------------------
Pursuant to Minnesota Status Section 302A.123, or 317.19, the undersigned hereby
certifies that the Board of Directors of the above named Minnesota corporation
has resolved to change the corporation's registered office:

--------------------------------------------------------------------------------
F      ADDRESS (NO.      5200 Wilson Road, Suite 308
R      & STREET)
O
M       CITY             COUNTY                                     ZIP

                         Hennepin        Edina              MN      55424
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
       ADDRESS           5001 West 80th Street, Suite 255
T      (NO.  & STREET)
O
       CITY              COUNTY                                     ZIP

                         Hennepin        Bloomington         MN     55437
--------------------------------------------------------------------------------

The effective date of the change will be the 25th day of February, 19__, or the
day of filing of this certificate with the Secretary of State, whichever is
later.

I swear that the foregoing is true and accurate and that I have the authority to
sign this document on behalf of the corporation.

NAME OF OFFICER OR OTHER AUTHORIZED AGENT OF CORPORATION   SIGNATURE

Lance W.  Riley                                          /s/ Lance W. Riley

TITLE OR OFFICE                                          DATE
Secretary                                                March 15, 1991

STATE OF MINNESOTA           )        The foregoing instrument was acknowledged
                             )SS.     before me on this 15th day of March, 1991.
COUNTY OF Hennepin           )

                                                         /s/ Kathleen K. Patchen
(Notarial                                                (Notary Public)
    Seal)

--------------------------------------------------------------------------------
            Receipt Number                                File Data
--------------------------------------------------------------------------------




<PAGE>


                              ARTICLES OF AMENDMENT
                                       OF
                   CD BROADCASTING CORPORATION OF MINNEAPOLIS

                           RESTATING AND AMENDING THE
                            ARTICLES OF INCORPORATION


         The undersigned, President of CD Broadcasting Corporation of
Minneapolis, a corporation subject to Chapter 302A, hereby certifies that the
Articles of Amendment set forth below, containing the restatement of the
Articles of Incorporation with amendments thereto, were adopted by unanimous
written authorization of the directors and shareholders pursuant to Sections
302A.239 and 302A.441, Minnesota Statutes:


                                   ARTICLE I.

                                      NAME

         The name of this corporation shall be Children's Broadcasting
Corporation.

                                   ARTICLE II.

                                REGISTERED OFFICE

         The registered office of this corporation is located at 215 South
Eleventh Street, Minneapolis, MN 55403.


                                  ARTICLE III.


         The names and addresses of the members of the Board of Directors at the
time of the adoption of these Amended and Restated Articles are:

               NAME                                        ADDRESS

         Christopher T. Dahl                         5404 Interlachen Blvd.
                                                     Edina, MN 55436

         Richard W. Perkins                          1485 Fox Street
                                                     Orono, MN 55391


                                   ARTICLE IV.

                                     CAPITAL

         The aggregate number of shares of stock which this corporation shall
have the authority to issue is ten million shares with a par value of One Cent
($0.01) per share.

<PAGE>

                                   ARTICLE V.

                           CLASSES AND SERIES OF STOCK

         In addition to, and not by way of limitation of, the powers granted to
the Board of Directors by Minnesota Statutes, Chapter 302A, the Board of
Directors of this corporation shall have the power and authority to fix by
resolution any designation, class, series, voting power, preference, right,
qualification, limitation, restriction, dividend, time and price of redemption,
and conversion right with respect to any stock of the corporation. Upon adoption
of such resolution, a statement shall be filed with the Secretary of State in
compliance with Section 302A.401, Minnesota Statutes, before the issuance of any
shares for which the resolution creates rights or preferences not set forth in
these Articles; provided, however, where the shareholders have received notice
of the creation of shares with rights or preferences not set forth in the
Articles before the issuance of the shares, the statement may be filed any time
within one year after the issuance of the shares.


                                   ARTICLE VI.

                               SHAREHOLDER VOTING

         No shareholder of this corporation shall be entitled to any cumulative
voting rights.

         The shareholders of the corporation shall take action by the
affirmative vote of the holders of a majority of the shares present and entitled
to vote, except where a larger proportion is required by law, these Articles of
Incorporation or a shareholder control agreement.

         The affirmative vote of a majority of the voting power of all shares
entitled to vote shall be required to authorize the sale, lease, exchange or
other disposition of all or substantially all of the property and assets of the
corporation, including its goodwill, to amend the Articles of Incorporation, to
adopt or reject an agreement of merger or to authorize the dissolution of the
corporation.

                                  ARTICLE VII.

                                PREEMPTIVE RIGHTS

         No shareholder of this corporation shall have any preferential,
preemptive, or other rights of subscription to any shares of any class or series
of stock of this corporation allotted or sold or to be allotted or sold, whether
now or hereafter authorized, or to any obligations or securities convertible
into any class or series of stock of this corporation.


                                  ARTICLE VIII.

                               DIRECTOR LIABILITY

         A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the corporation's stock under Minnesota Statutes,
Section 302A.559, or on violations

<PAGE>

of federal or state securities laws; (iv) liability for any transaction from
which the director derived an improper personal benefit; or (v) liability for
any act or omission occurring prior to the date this Article becomes effective.
If Minnesota Statutes, Chapter 302A, hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Chapter 302A. Any repeal of this provision as a matter
of law or any modification of this Article by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.

                                   ARTICLE IX.

                             BOARD OF DIRECTORS VOTE

         The affirmative vote of a majority of the Board of Directors of the
corporation present at a meeting is required for an action of the Board.


                                   ARTICLE X.

                         BOARD ACTION WITHOUT A MEETING

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting by written action signed by a
majority of the Board of Directors then in office, except as to those matters
which require shareholder approval, in which case the written action shall be
signed by all members of the Board of Directors then in office. Whenever written
action is taken by less than all of the directors, all directors shall be
notified immediately of the text and the effective date. Failure to provide the
notice to the other directors shall not invalidate the written action.

         The undersigned has been authorized and directed to sign and file these
Articles of Amendment in the manner required by law.



                                                       /s/ Christopher T. Dahl
                                                           President


<PAGE>

                       CHILDREN'S BROADCASTING CORPORATION

                       CERTIFICATE OF DESIGNATION OF STOCK

         The undersigned, being the duly appointed Secretary of Children's
Broadcasting Corporation, hereby certifies that the Board of Directors of the
Corporation, acting pursuant to Chapter 302A, Minnesota Statutes, took action by
unanimous resolution on November 18, 1991 to designate 378,083 shares of
non-voting Common Stock of the Corporation, pursuant to which resolution said
stock was issued on April 16, 1992.

         The undersigned further certifies that the following resolution has
been duly adopted by the Board of Directors of the Corporation with respect to
the establishment and designation of non-voting stock:

                         DESIGNATION OF NON-VOTING STOCK

                  RESOLVED, in accordance with the Articles of Incorporation of
                  the Corporation and pursuant to Minnesota Statutes, Chapter
                  302A, the Board of Directors hereby establishes and designates
                  from the Corporation's unauthorized and unissued shares,
                  378,083 shares of common stock without voting rights (except
                  as hereinafter provided), which shares shall in all respects,
                  except for voting, be equal and have the same rights as, the
                  common stock of the Corporation, such non-voting common stock
                  hereinafter referred to as "Nonvoting Common Stock".
                  Notwithstanding the foregoing, such non-voting stock shall
                  have full voting rights at such time as the transfer of such
                  shares is legally permitted pursuant to the terms of an
                  agreement dated August 1,1991 between this Corporation,
                  Russell Cowles II, Marguerite A. Cowles and First Bank
                  Minneapolis, N.A., Trustees of the John Cowles Family Trust
                  for the benefit of Russell Cowles, II.

                  RESOLVED FURTHER, that the President and Secretary of the
                  Corporation are authorized and directed to take such further
                  action as shall be necessary or required to issue said
                  Non-Voting Common Stock and they, or any of them, are
                  authorized and directed to file a certificate of designation
                  pursuant to Section 302A.401, Subd. 3 of the Minnesota
                  Business Corporation Act with the Minnesota Secretary of
                  State.

                  I certify that I am authorized to execute this instrument and
         I further certify that I understand that by signing this amendment I am
         subject to the penalties of perjury as set forth in Section 609.48 as
         if I had signed this Amendment under oath.



                                              /s/  Lance W. Riley
                                                   Secretary of
                                                   CHILDREN'S BROADCASTING
                                                   CORPORATION


s
<PAGE>

              CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS
                  OF CONVERTIBLE PREFERRED STOCK SERIES 1993-A
                     OF CHILDREN'S BROADCASTING CORPORATION


         Children's Broadcasting Corporation, a corporation organized and
existing under the laws of Minnesota (the "Corporation"), does hereby certify:

         That pursuant to authority vested in it by the provisions of the
Articles of Incorporation, the Board of Directors of the Corporation, at a
meeting of the Board held on December 8, 1993, at which meeting a quorum of
directors was present and acting throughout, did adopt the following resolution
authorizing the creation and issuance of a series of Preferred Stock designated
as Convertible Preferred Stock Series 1993-A:

         RESOLVED, that the Corporation hereby designates 290,213 shares of its
authorized but unissued Preferred Stock, par value $.01, as Convertible
Preferred Stock, Series 1993-A, which shall have the following designations,
preferences, rights, qualifications, limitations and restrictions in addition to
those set forth in the Articles of Incorporation, as amended, of the
Corporation:

         1.       Designation:  Number of Shares:  Stated Value:  Dividends.

         Two Hundred Ninety Thousand Two Hundred Thirteen (290,213) shares of
Preferred Stock shall be designated Convertible Preferred Stock 1993-A
(hereinafter sometimes referred to as the "Convertible Preferred Stock" or as
this "Series"). Shares of this Series shall have a stated value of $10.00 per
share ("Stated Value"). Except as provided herein, shares of this Series shall
not be entitled to dividends or other distributions and shall be
non-participating for all purposes.

         2.       Redemption At Option of Holders.

                  (a) Commencing with the second day following the fifth
         anniversary of the date of issuance (the "Redemption Commencement
         Date"), the Corporation shall, subject to the requirements of the
         Minnesota Business Corporation Act, from time to time, redeem all
         shares of this Series tendered to the Corporation for redemption at the
         option of the holders of the Convertible Preferred Stock. The
         redemption price shall be the Stated Value. Such redemption shall be
         effected on the terms and conditions hereinafter provided.

                  (b) Each holder of shares of this Series who elects to require
         the Corporation to purchase all or any of such holder's shares shall
         surrender to the Corporation's transfer agent (or other fiduciary
         designated in writing by the Corporation as agent for redemption)
         certificates of this Series then outstanding as soon as practicable
         following the Redemption Date (hereinafter defined). The "Redemption
         Date" shall mean a date which is eight (8) calendar months following
         the giving of written notice (the "Redemption Notice") by such holder
         to the Corporation. The Redemption Notice may be given up to eight
         months prior to the Redemption Commencement Date and at any time after
         the Redemption Commencement Date. A Redemption Notice shall contain the
         holder's demand for redemption and be given to the Company at its
         principal executive offices last set forth in the Corporation's
         l0-Q/l0-QSB report filed with the Securities and Exchange Commission
         or, if no such report has been filed, to the Corporation's registered
         office in the state of its incorporation, as certified to or disclosed
         by the secretary of state of such state. Such notice shall be deemed
         given if in writing and sent postage prepaid by certified or registered
         first class mail or by nationwide overnight courier. Once given, a
         Redemption Notice may not be withdrawn; however, a holder

<PAGE>

         may elect to convert, in accordance with paragraph 3 hereof, any or all
         of the shares of this Series prior to the Redemption Date.

                  (c) The Corporation shall, on or before the Redemption Date,
         deposit with its transfer agent (or such other agent for redemption
         selected by the Corporation) as a trust fund, a sum sufficient to
         redeem the shares of this Series subject to redemption, with
         irrevocable instructions and authority to such transfer agent or other
         redemption agent to give or complete the notice of redemption thereof
         and to pay to the respective holders of such shares, as evidenced by a
         list of such holders who have duly exercised such rights of redemption,
         certified by an officer of the Corporation, the redemption price upon
         surrender of their respective share certificates. Such deposit shall be
         deemed to constitute full payment of such shares to their holders; and
         from and after the date of such deposit, notwithstanding that any
         certificates for such shares shall not have been surrendered for
         cancellation by holders who have given a Redemption Notice, the shares
         represented thereby shall no longer be deemed outstanding, and all
         rights of such holders of the shares of Convertible Preferred Stock
         shall cease and terminate, except the right to receive the redemption
         price, without interest, as of the Redemption Date.

         3.       Conversion.

                  (a) The holder of any shares of this Series may at any time,
         prior to a Redemption Date applicable to such holder, elect to convert
         all or any portion of the shares of this Series into fully paid and
         non-assessable shares of Common Stock at the initial rate of one (1)
         share of Common Stock for each share of this Series, subject to
         adjustment pursuant to the provisions of subparagraph (c) of this
         paragraph 3. Such right of conversion shall be exercised by the
         surrender of the shares so to be converted to the Corporation at any
         time during normal business hours at the principal executive offices of
         the Corporation or at the office of any agent for conversion from time
         to time designated by it for conversion of ("Conversion Agent") the
         shares of this Series accompanied by written notice of such holder's
         election to convert and (if so required by the Corporation or the
         Conversion Agent) by instruments of transfer, in form satisfactory to
         the Corporation and to the Conversion Agent, duly executed by the
         registered holder or by his duly authorized attorney, and transfer tax
         stamps or funds therefor, if required pursuant to subparagraph (h) of
         this paragraph 3.

                  (b) As promptly as practicable after the surrender for
         conversion of any shares of this Series in the manner provided in
         subparagraph (a) of this paragraph 3 and the payment in cash of any
         amount required by the provisions of subparagraphs (a) and (h) of this
         paragraph 3, the Corporation will deliver or cause to be delivered at
         the principal executive offices of the Corporation or at the office of
         the Conversion Agent to or upon the written order of the holder of such
         shares, certificates representing (i) the number of full shares of
         Common Stock issuable upon such conversion, and (ii) if less than the
         full number of shares evidenced by the Convertible Preferred Stock
         certificate are being converted, a new certificate for the remaining
         number of shares thereof issued in such name or names as such holder
         may direct. Such conversion shall be deemed to have been immediately
         prior to the close of business on the date of such surrender of the
         shares, and all rights of the holder of such shares as a holder of such
         shares shall cease at such time and the person or persons In whose name
         or names the certificates for such shares of Common Stock are to be
         issued shall be treated for all purposes as having become the record
         holder or holders thereof at such time and such conversion shall be at
         the conversion rate in effect at such time; provided, however, that any
         such surrender and payment on any date when the stock transfer books of
         the Corporation shall be closed shall constitute the person or persons
         in whose name or names the certificates for such shares of Common Stock
         are to be issued as the record holder or holders thereof for all
         purposes immediately prior to the close of business on the next
         succeeding day on which such stock transfer books are opened and such
         conversion shall be at the conversion rate in effect at such time on
         such succeeding day.

<PAGE>

                  (c) The initial conversion rate shall be one (1) share of
         Common Stock per share of this Series (equivalent to a conversion price
         of $10.00 per share). The conversion rate shall be subject to
         adjustment as follows:

                           (i) In case the Corporation shall (A) pay a dividend
                  or make a distribution in shares of its capital stock (whether
                  shares of Common Stock or of capital stock of any other
                  class), (B) subdivide its outstanding shares of Common Stock,
                  (C) combine its outstanding shares of Common Stock into a
                  smaller number of shares, (D) issue by reclassification of its
                  shares of Common Stock (whether by merger or consolidation or
                  otherwise) any shares of capital stock of the Corporation or
                  (E) take any action with the same effect as any of the
                  foregoing, the conversion privilege and the conversion rate in
                  effect immediately prior to such action shall be adjusted so
                  that the holder of any shares of this Series thereafter
                  surrendered for conversion shall be entitled to receive
                  (subject to further adjustments pursuant to subparagraphs
                  (c)(ii) and (c)(iii) hereof) the number of shares of capital
                  stock of the Corporation (or of the corporation surviving or
                  resulting from any merger or consolidation) which he would
                  have owned immediately following such action had such share
                  been converted immediately prior thereto. An adjustment made
                  pursuant to this subparagraph (c)(i) shall become effective
                  retroactively immediately after the record date in the case of
                  a dividend or distribution and shall become effective
                  immediately after the effective date in the case of a
                  subdivision, combination or reclassification. If, as a result
                  of an adjustment made pursuant to this subparagraph (c)(i),
                  the holder of any shares thereafter surrendered for conversion
                  shall become entitled to receive shares of two or more classes
                  of capital stock of the Corporation, the Board of Directors
                  (whose determination shall be conclusive) shall determine the
                  allocation of the adjusted conversion rate between or among
                  shares of such classes of capital stock.

                           (ii) In case the Corporation shall issue rights or
                  warrants to all holders of its Common Stock entitling them to
                  subscribe for or purchase shares of Common Stock at a price
                  per share less than the current market price per share (as
                  determined pursuant to subparagraph (c)(iv) below) on the
                  record date mentioned below, other than pursuant to a dividend
                  reinvestment plan, the conversion rate shall be adjusted so
                  that the same shall equal the rate determined by multiplying
                  the conversion rate in effect immediately prior to the date of
                  issuance of such rights or warrants by a fraction of which the
                  numerator shall be the number of shares of Common Stock
                  outstanding on the date of issuance of such rights or warrants
                  plus the number of additional shares of Common Stock offered
                  for subscription or purchase, and of which the denominator
                  shall be the number of shares of Common Stock outstanding on
                  the date of issuance of such rights or warrants plus the
                  number of shares in which the aggregate offering price of the
                  total number of shares so offered would purchase at such
                  current market price. Such adjustment shall become effective
                  retroactively immediately after the record date for the
                  determination of stockholders entitled to receive such rights
                  or warrants. For the purposes of this paragraph 3(c)(ii), the
                  issuance of rights or warrants to subscribe for or purchase
                  stock or securities convertible into shares of Common Stock
                  shall be deemed to be the issuance of rights or warrants to
                  purchase the shares of Common Stock into which such stock or
                  securities are convertible at an aggregate offering price
                  equal to the aggregate offering price of such stock or
                  securities plus the minimum aggregate amount (if any) payable
                  upon conversion of such stock or securities into Common Stock.

                           (iii) In case the Corporation shall distribute to all
                  holders of its Common Stock evidences of its indebtedness or
                  assets (excluding any cash dividend paid from retained
                  earnings of the Corporation) or rights or warrants to
                  subscribe to securities of the Corporation (excluding those
                  referred to in subparagraph (c)(ii) above), then in each such
                  case the conversion rate shall be adjusted so that the same
                  shall equal the rate determined by multiplying the conversion
                  rate in

<PAGE>

                  effect immediately prior to the date of such distribution by a
                  fraction of which the numerator shall be the current market
                  price per share (determined as provided in subparagraph
                  (c)(iv) below) of the Common Stock on the record date
                  mentioned below, and of which the denominator shall be such
                  current market price per share of Common Stock less the then
                  fair market value (as determined by the Board of Directors of
                  the Corporation, whose determination shall be conclusive) of
                  the portion of the assets or evidences of indebtedness so
                  distributed or of such subscription rights or warrants
                  applicable to one share of Common Stock. Such adjustment shall
                  become effective retroactively immediately after the record
                  date for the determination of stockholders entitled to receive
                  such distribution.

                           (iv) For the purpose of any computation under
                  subparagraphs (c)(ii) and (c)(iii) above, the current market
                  price per share of Common Stock on any date shall be deemed to
                  be the average of the daily closing prices for 30 consecutive
                  trading days commencing 45 trading days before the day in
                  question. The "closing price" on any day shall mean the
                  reported last sale price on such day or, in case no such
                  reported sales takes place on such day, the average of the
                  reported closing bid and asked prices, in each case on the New
                  York Stock Exchange, or, if the Common Stock is not listed or
                  admitted to trading on such exchange, on the principal
                  national securities exchange on which the Common Stock is
                  listed or admitted to trading, or, if not listed or admitted
                  to trading on any national securities exchange, then in the
                  over-the-counter market as reported on NASDAQ or a similar
                  reporting service, or, if no such quotations are available,
                  the fair market price as determined by the Corporation (whose
                  determination shall be conclusive).

                           (v) In any case in which this subparagraph (c) shall
                  require that an adjustment be made retroactively immediately
                  following a record date, the Corporation may elect to defer
                  (but only until five business days following the mailing by
                  the Corporation of the certificate of independent public
                  accountants described in subparagraph (c)(vii) below) issuing
                  to the holder of any shares converted after such record date
                  (x) the shares of Common Stock and other capital stock of the
                  Corporation issuable upon such conversion over and above (y)
                  the shares of Common Stock and other capital stock of the
                  Corporation issuable upon such conversion only on the basis of
                  the conversion rate prior to adjustment.

                           (vi) No adjustment in the conversion rate shall be
                  required unless such adjustment would require an increase or
                  decrease of at least 1% in such rate; provided, however, that
                  any adjustments which by reason of this subparagraph (c)(vi)
                  are not required to be made shall be carried forward and taken
                  into account in any subsequent adjustment; and, provided
                  further, that the provisions of this paragraph 3 (other than
                  this subparagraph (c)(vi)) not later than such time as may be
                  required in order to preserve the tax-free nature of a
                  distribution to the holders of shares of Common Stock. All
                  calculations under this paragraph 3 shall be made to the
                  nearest cent or to the nearest one-hundredth of a share, as
                  the case may be. Anything in this paragraph 3 to the contrary
                  notwithstanding, the Corporation shall be entitled to make
                  such increases in the conversion rate in addition to those
                  required by this subparagraph (c) as it in its discretion
                  shall determine to be advisable in order that any stock
                  dividends, subdivision of shares, distribution of rights to
                  purchase stock or securities, or distribution of securities
                  convertible into or exchangeable for stock hereafter made by
                  the Corporation to its stockholders shall not be taxable.

                           (vii) Whenever the conversion rate is adjusted as
                  herein provided, the Corporation shall promptly (x) file with
                  the Conversion Agent a certificate of a firm of independent
                  public accountants selected by the Board of Directors (who may
                  be the regular accountants employed by the Corporation)
                  setting forth the conversion rate after such adjustment and
                  setting forth a brief

<PAGE>

                  statement of the facts requiring such adjustment, which
                  certificate shall be conclusive evidence of the correctness of
                  such adjustment, and (y) mail or cause to be mailed a notice
                  of such adjustment to the holders of shares of this Series at
                  their last addresses as they shall appear upon the books of
                  the Corporation.

                           (viii) The term "Common Stock" shall mean the
                  Corporation's voting Common Stock, par value $.01 per share,
                  as the same exists at the date of filing of this Certificate
                  of Designation, Preferences and Rights of the Convertible
                  Preferred Stock, or any other class of stock resulting from
                  successive changes or reclassifications of such Common Stock
                  consisting solely of changes in par value or from par value to
                  no par value, or from no par value to par value. In the event
                  that at any time as a result of an adjustment made pursuant to
                  subparagraph (c)(i) above, the holder of any share thereafter
                  surrendered for conversion shall become entitled to receive
                  any shares of the Corporation other than shares of its Common
                  Stock, thereafter the conversion rate of such other shares so
                  receivable upon conversion of any share shall be subject to
                  adjustment from time to time in a manner and on terms as
                  nearly equivalent as practicable to the provisions with
                  respect to Common Stock contained in subparagraphs (c)(i)
                  through (c)(vii) above, and the provisions of subparagraphs
                  (a) through (c) and subparagraphs (e) through (k) of this
                  paragraph 4 with respect to the Common Stock shall apply on
                  like or similar terms to any such other shares.

                  (d) No fractional shares of stock shall be issued upon the
         conversion of any share or shares of this Series. If more than one such
         share of this Series shall be surrendered for conversion at the same
         time by the same holder, the number of full shares which shall be
         issuable upon the conversion thereof shall be computed on the basis of
         the aggregate number of shares so surrendered. If any fractional
         interest in a share of Common Stock would, except for the provisions of
         this subparagraph (e), be deliverable upon the conversion of any share
         or shares, the Corporation shall in lieu of delivering the fractional
         share therefor, adjust such fractional interest by payment to the
         holder of such surrendered share or shares of an amount in cash equal
         (computed to the nearest cent) to the current market value of such
         fractional interest on the last business day prior to the date of
         conversion, computed on the basis of the last reported sale price on
         such day or, in case no such reported sale takes place on such day, the
         average of the reported closing bid and asked prices, in each case on
         the New York Stock Exchange or, if the Common Stock is not listed or
         admitted to trading on such Exchange, on the principal national
         securities exchange on which the Common Stock is listed or admitted to
         trading, or, if not listed or admitted to trading on any national
         securities exchange, then in the over-the-counter market as reported by
         NASDAQ or a similar reporting service, or if no such quotations are
         available, the fair market price as determined by the Corporation
         (whose determination shall be conclusive).

                  (e) If either of the following shall occur, namely: (i) any
         consolidation or merger to which the Corporation is a party, other than
         a consolidation or a merger in which consolidation or merger the
         Corporation is a continuing corporation and which does not result in
         any reclassification of, or change (other than a change in par value or
         from par value to no par value or from no par value to par value, or as
         a result of a subdivision or combination) in, outstanding shares of the
         Common Stock, or (ii) any sale or conveyance to another corporation of
         the property of the Corporation as an entirety or substantially as an
         entirety in consideration for property or securities of such other
         corporations; then the holder of each share of Convertible Preferred
         Stock then outstanding shall have the right to convert such share into
         the kind and amount of shares of stock and other securities and
         property receivable upon such consolidation, merger, sale or conveyance
         by a holder of the number of shares of Common Stock issuable upon
         conversion of such share immediately prior to such consolidation,
         merger, sale or conveyance, subject to adjustments which shall be as
         nearly equivalent as may be practicable to the adjustments provided for
         in this paragraph 3. In any such event, effective provision shall be
         made in the articles or certificate of incorporation of the

<PAGE>

         resulting or surviving corporation or other corporation issuing or
         delivering such shares of stock or other securities or property or
         otherwise, so that the provisions set forth herein for the protection
         of the conversion rights of the Convertible Preferred Stock shall
         thereafter be applicable, as nearly as reasonably may be, to any such
         other shares of stock and other securities and property deliverable
         upon conversion of the Convertible Preferred Stock remaining
         outstanding or other convertible stock or securities received by the
         holders in place thereof; and any such resulting surviving corporation
         or other corporation issuing or delivering such shares or other
         securities or property shall expressly assume the obligation to
         deliver, upon the exercise of the conversion privilege, such shares of
         stock or other securities or property as the holders of the Convertible
         Preferred Stock remaining outstanding, or other convertible stock or
         securities received by the holders of the Convertible Preferred Stock
         remaining outstanding, or other convertible stock or securities
         received by the holders in place thereof, shall be entitled to receive,
         pursuant to the provisions hereof, and to make provision for the
         protection of the conversion right as above provided. In case shares,
         securities or other property other than Common Stock shall be issuable
         or deliverable upon conversion as aforesaid, then all references to
         Common Stock in this paragraph 3(e) shall be deemed to apply, so far as
         provided and as nearly as is reasonable, to any such shares of stock
         and other securities and property. The provisions of this subparagraph
         (e) shall similarly apply to successive consolidations, mergers, sales
         or conveyances.

                  (f) The Corporation covenants that it will at all times
         reserve and keep available, solely for the purpose of issue upon
         conversion of the shares of this Series, such number of shares of
         Common Stock as shall be issuable upon the conversion of all such
         outstanding shares; provided, that nothing contained herein shall be
         construed to preclude the Corporation from satisfying its obligations
         in respect of the Conversion of the shares by delivery of purchased
         shares of Common Stock which are held in the treasury of the
         Corporation. For the purpose of this subparagraph (f), the full number
         of shares of Common Stock issuable upon the conversion of all
         outstanding shares of this Series shall be computed as if at the time
         of computation of such number of shares of Common Stock all outstanding
         shares of this Series were held by a single holder.

                  The Corporation will endeavor to list the shares of Common
         Stock required to be delivered upon conversion of shares prior to such
         delivery on NASDAQ or each national securities exchange upon which the
         outstanding Common Stock is listed at the time of such delivery.

                  The Corporation covenants that all shares of Common Stock
         which shall be issued upon conversion of the shares will upon issue be
         fully paid and non-assessable and not subject to any preemptive rights.

                  (g) Before taking any action which would cause an adjustment
         reducing the conversion price per share of this Series below the then
         par value of the Common Stock, the Corporation will take any corporate
         action which may, in the opinion of its counsel, be necessary in order
         that the Corporation may validly and legally issue fully paid and
         non-assessable shares of Common Stock at the conversion rate as so
         adjusted. If as a result of conversion of the shares of this Series it
         becomes necessary to authorize additional shares of Common Stock, the
         Corporation covenants that it will take such action at such time as is
         necessary by amendment of the Corporation's Articles of Incorporation.

                  (h) The Corporation shall pay any and all issue or other taxes
         payable in respect of any issue or delivery of shares of Common Stock
         upon conversion. However, if any such certificate is to be issued in a
         name other than that of the holder of the share or shares converted,
         the person or persons requesting the issuance thereof shall pay to the
         Corporation the amount of any tax which may be payable in respect of
         any transfer involved in such issuance or shall establish to the
         satisfaction of the Corporation that such tax has been paid.

<PAGE>

                  (i) Notwithstanding anything elsewhere contained in this
         Certificate, any funds which at any time shall have been deposited by
         the Corporation or on its behalf with any paying agent for the purpose
         of paying dividends on or the redemption price of any shares of this
         Series and which shall not be required for such purposes because of the
         conversion of such shares, as provided in this paragraph 3, shall be,
         upon delivery to the paying agent of evidence satisfactory to it of
         such conversion, after such conversion be repaid to the Corporation by
         the paying agent.

                  (j)      In case:

                           (i) the Corporation shall take any action which would
                  require an adjustment in the conversion rate pursuant to
                  subparagraph (c) of this paragraph 3; or

                           (ii) the Corporation shall authorize the granting to
                  the holders of its Common Stock of rights or warrants to
                  subscribe for or purchase any shares of stock of any class or
                  of any other rights and notice thereof shall be given to
                  holders of Common Stock; or

                           (iii) there shall be any capital reorganization or
                  reclassification of the Common Stock (other than a subdivision
                  or combination of the outstanding Common Stock and other than
                  a change in par value or from par value to no par value or
                  from no par value to par value of the Common Stock), or any
                  consolidation or merger to which the Corporation is a
                  consolidation or merger to which the Corporation is a party
                  and for which approval of any stockholders of the Corporation
                  is required, or any sale or transfer of all or substantially
                  all of the assets of the Corporation; or

                           (iv) there shall be a voluntary or involuntary
                  dissolution, liquidation or winding up of the Corporation;

         then the Corporation shall cause to be filed with any conversion agent,
         and shall cause to be given to the holders of the shares of this Series
         at least ten business days prior to the applicable date hereinafter
         specified, a notice setting forth (x) the date on which a record is to
         be taken for the purpose of any distribution or grant to holders of
         Common Stock, or, if a record is not to be taken, the date as of which
         the holders of Common Stock of record to be entitled to such
         distribution or grant are to be determined or (y) the date on which
         such reorganization, reclassification, consolidation, merger, sale,
         transfer, dissolution, liquidation or winding-up is expected to become
         effective, and the date as of which it is expected that holders of
         Common Stock of record shall be entitled to exchange their shares of
         Common Stock for securities or other property deliverable upon such
         reorganization, reclassification, consolidation, merger, sale, transfer
         dissolution, liquidation or winding-up. Failure to give such notice or
         any defect therein shall not affect the legality or validity of the
         proceedings described in clauses (i) through (iv) of this subparagraph
         (j).

         4.       Voting.

         The shares of this Series shall not have any voting powers either
general or special, except as provided by law. In exercising any voting rights
conferred by law, each share of Convertible Preferred Stock shall be entitled to
one vote.

         5.       Liquidation Rights.

         Upon the dissolution, liquidation or winding-up of the Corporation,
whether voluntary or involuntary, the holders of the shares of this Series shall
be entitled to receive, before any payment or distribution of the assets of

<PAGE>

the Corporation or proceeds thereof (whether capital or surplus) shall be made
to or set apart for the holders of the Common Stock or any other class or series
of stock, the amount of $10.00 per share. If, upon any liquidation, dissolution
or winding-up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of shares of the Convertible Preferred
Stock and any other class or series of Preferred Stock ranking on a parity with
the Convertible Preferred Stock as to payments upon liquidation, dissolution or
winding-up shall be insufficient to pay in full the preferential amount
aforesaid, then such assets or the proceeds thereof, shall be distributed among
such holders ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were paid in full. For the
purposes of this paragraph 5, the voluntary sale, conveyance, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all the property or assets of the Corporation to, or a
consolidation or merger of the Corporation with, one or more other corporations
(whether or not the Corporation is the corporation surviving such consolidation
or merger) shall not be deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary.

         6.       No Purchase.  Retirement or Sinking Fund.

         The shares of this Series shall not be subject to the operation of any
purchase, retirement or sinking fund.

         7.       Status.

         Shares of this Series which have been issued and reacquired in any
manner by the Corporation shall, upon compliance with any applicable provisions
of the Minnesota Business Corporation Act, have the status of authorized and
unissued shares of Preferred Stock and may be reissued as a part of this Series
or as part of a new series of Preferred Stock to be established by the Board of
Directors or as part of any other series of Preferred Stock the terms of which
do not prohibit such reissue; provided, however, that such shares may not be
reissued as shares of this Series.

         8.       Priority.

         The Common Stock and all other series of Preferred Stock of the
Corporation, now or hereafter issued, shall rank junior to the Convertible
Preferred Stock as to payment of dividends and as to distributions of assets
upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.

         9.       Relative Rights of Convertible Preferred Stock.

         So long as any of the Convertible Preferred Stock is outstanding, the
Corporation will not:

                  (a) Declare, or pay, or set apart for payment, or make any
         distribution in cash or other property on any other class or series of
         stock of the Corporation ranking junior to the Convertible Preferred
         Stock either upon liquidation, dissolution or winding-up, and will not
         redeem, purchase or otherwise acquire any shares of any such junior
         class or series if at the time of making such declaration, payment,
         distribution, redemption, purchase or acquisition the Corporation shall
         be in default with respect to any obligation to redeem shares of
         Convertible Preferred Stock which shall have been tendered for
         redemption; and

                  (b) Without the affirmative vote or consent of the holders of
         at least a majority of all the Convertible Preferred Stock at the time
         outstanding, voting separately as a class, given in person or by proxy,
         either in writing or by resolution adopted either at an annual meeting
         or special meeting called for the purpose, (i) authorize, create, or
         issue, or increase the authorized or issued amount, of any class or
         series of stock ranking on a par with or prior to the Convertible
         Preferred Stock, upon liquidation, dissolution or winding-up or (ii)
         amend, alter or repeal (whether by merger, consolidation or otherwise)
         any of the

<PAGE>

         provisions of the Corporation's Articles of Incorporation, or of the
         Certificate of Designation, Preferences and Rights of the Convertible
         Preferred Stock, so as to materially and adversely affect the
         preferences, special rights, privileges or powers of the Convertible
         Preferred Stock; provided, however, that the creation and issuance of
         other series of Preferred Stock ranking junior to the Convertible
         Preferred Stock shall not be deemed to materially and adversely affect
         such preferences, rights, privileges or powers.

<PAGE>

         IN WITNESS WHEREOF, CHILDREN'S BROADCASTING CORPORATION has caused its 
corporate seal to be hereunto affixed and this Certificate of Designation of
Preferences and Rights to be signed by its President and attested by its
Secretary this 21st day of August, 1994.


                                             CHILDREN'S BROADCASTING CORPORATION


[Corporate Seal]
                                              By:  /s/ Christopher T. Dahl
                                                   Christopher T. Dahl
Attest:                                            Chief Executive Officer
/s/ Lance W. Riley


Lance W. Riley, Secretary

<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION


         The undersigned officer, on behalf of Children's Broadcasting
Corporation, a Minnesota corporation (the "Corporation"), hereby certifies that
an amendment to the Corporation's Articles of Incorporation has been duly
approved by the Company's Board of Directors and shareholders in accordance with
Sections 302A.135 and 302A.139 of the Minnesota Statutes. Accordingly, Article
IV is amended in its entirety to read as follows:


                                   ARTICLE IV

                                     CAPITAL

         The aggregate number of shares of stock which this corporation shall
have the authority to issue is twenty-five million (25,000,000) shares with a
par value of one cent ($0.01) per share.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to the Articles of Incorporation to be executed this 31st day of
October, 1994.

                                        CHILDREN'S BROADCASTING CORPORATION




                                        By: /s/ Christopher T. Dahl

                                             Its: President

<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION

         CHILDREN'S BROADCASTING CORPORATION, a corporation organized and
existing under the laws of the State of Minnesota (herein referred to as the
"Corporation"), in accordance with the provisions of Minnesota Statutes, Section
302A.139, does hereby certify that:

1.       Effective as of January 11, 1996, pursuant to the authority conferred
         upon the Board of Directors by Minnesota Statutes, Section 302A.402,
         Subdivision 3, the Board of Directors authorized and adopted in writing
         resolutions providing for a one (1) for two (2) "Combination" and the
         following is a true copy of such resolutions:

                  RESOLVED, that there is hereby declared a Reverse Stock Split
                  or Combination, pursuant to which every two (2) shares of
                  issued and outstanding voting or nonvoting Common Stock, $.0l
                  par value per share, and every two (2) shares of authorized
                  but unissued voting or nonvoting Common Stock, $.01 par value
                  per share, existing on the Combination Effective Date, shall
                  be converted into one (1) share of Common Stock, $.02 par
                  value per share; and every two (2) shares of Common Stock,
                  $.0l par value per share issuable or reserved for issuance
                  upon conversion of convertible preferred stock, or upon
                  exercise of outstanding stock options and stock purchase
                  warrants, shall, as of the Combination Effective Date, be
                  converted automatically into one (1) share of Common Stock,
                  $.02 par value per share.

                  FURTHER RESOLVED, that in order to effect the Combination,
                  Article IV of the Corporation's Restated Articles of
                  Incorporation is amended in its entirety as follows:

                                   ARTICLE IV
                                     CAPITAL

                             The aggregate number of shares of stock
                    which this corporation shall have the authority to
                    issue is twelve million five hundred thousand
                    (12,500,000) shares with a par value of two cents
                    ($.02) per share.

                  FURTHER RESOLVED, that such Combination shall be effected
                  automatically on January 23, 1996, or such later date when the
                  Amendment shall be filed with the Minnesota Secretary of State
                  without further action by the Board of Directors or
                  shareholders.

                  FURTHER RESOLVED, that the appropriate officers are hereby
                  authorized and directed to prepare, execute, acknowledge and
                  file on the Combination Effective Date the Articles of
                  Amendment to the Restated Articles of Incorporation of this
                  Corporation together with any other document or instrument
                  necessary in connection with such Combination; and to request
                  shareholders to exchange their stock certificates representing
                  shares of Common Stock held prior to the Combination for new
                  certificates representing shares of Common Stock issued as a
                  result of the Combination.

<PAGE>

                  FURTHER RESOLVED, that, promptly following the Combination
                  Effective Date, the Corporation shall furnish the shareholders
                  with the necessary materials and instructions to effect the
                  exchange of their stock certificates in accordance with the
                  Combination.

                  FURTHER RESOLVED, that shareholders who after the Combination
                  would otherwise be entitled to receive fractional shares of
                  Common Stock, will, upon surrender of their stock certificates
                  representing shares of Common Stock owned as of the
                  Combination Effective Date, receive a cash payment in lieu
                  thereof equal to the value of such fractional shares
                  determined by reference to the average closing bid price of
                  the Common Stock for a period of ten trading days immediately
                  preceding the Combination Effective Date, as reported by the
                  NASDAQ SmallCap Market.

                  FURTHER RESOLVED, that certificates representing shares of
                  Common Stock outstanding immediately prior to the Combination
                  Effective Date which are subsequently presented for transfer
                  will not be transferred on the books and records of the
                  Corporation until the certificates representing such shares of
                  Common Stock have been exchanged of record for certificates
                  representing shares of Common Stock reflecting the
                  Combination.

                  FURTHER RESOLVED, that in the event any certificate
                  representing shares of Common Stock outstanding prior to the
                  Combination is not presented for exchange upon request by the
                  Corporation, any dividends that may be declared after the
                  Combination Effective Date with respect to the Common Stock
                  represented by such certificate will be withheld by the
                  Corporation until such certificate has been properly presented
                  for exchange.

                  FURTHER RESOLVED, that the appropriate officers of the
                  Corporation, be and they hereby are authorized and directed,
                  upon filing of the Amendment pursuant to Minnesota Statutes,
                  Section 302A.402, to proceed promptly to carry out the
                  foregoing Actions and to execute and file all documents and
                  instruments and to take such other actions as such officers
                  deem necessary and appropriate to complete the Combination in
                  accordance with Minnesota Statutes, Chapter 302A.

                  FURTHER RESOLVED, that the effective date of the above
                  Resolutions shall be as of January 11, 1996.

2.       The foregoing amendment to Article IV of the Restated Articles of
         Incorporation will not adversely affect the rights or preferences of
         the holders of outstanding shares of any class or series of the
         Corporation's stock and will not result in the percentage of authorized
         shares that remains unissued after the Combination exceeding the
         percentage of authorized shares that were unissued before the
         Combination.

3.       The amendment to Article IV of the Restated Articles of Incorporation
         was adopted pursuant to Chapter 302A.

         IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused
these Articles of Amendment to be signed by its President this 18th day of
January, 1996.

                                        CHILDREN'S BROADCASTING CORPORATION


                                        By:  /s/ Christopher T. Dahl
                                             -----------------------------------
                                             Christopher T. Dahl



                                             President

<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION


         CHILDREN'S BROADCASTING CORPORATION, a corporation organized and
existing under the laws of the State of Minnesota (herein referred to as the
"Corporation"), in accordance with the provisions of Minnesota Statutes, Section
302A.139, does hereby certify that:

1.       Effective as of January 11, 1996, pursuant to the authority conferred
         upon the Board of Directors by Minnesota Statutes, Section 302A.402,
         Subdivision 3, the Board of Directors authorized and adopted "I writing
         resolutions providing for a one (1) for two (2) "Combination" and the
         following is a true copy of such resolutions:

                  RESOLVED, that there is hereby declared a Reverse Stock Split
                  or Combination, pursuant to which every two (2) shares of
                  issued and outstanding voting or nonvoting Common Stock, $.01
                  par value per share, and every two (2) shares of authorized
                  but unissued voting or nonvoting Common Stock, $.0l par value
                  per share, existing on the Combination Effective Date, shall
                  be converted into one (1) share of Common Stock, $.02 par
                  value per share; and every two (2) shares of Common Stock,
                  $.0l par value per share issuable or reserved for issuance
                  upon conversion of convertible preferred stock, or upon
                  exercise of outstanding stock options and stock purchase
                  warrants, shall, as of the Combination Effective Date, be
                  converted automatically into one (1) share of Common Stock,
                  $.02 par value per share.

                  FURTHER RESOLVED, that in order to effect the Combination,
                  Article IV of the Corporation's Restated Articles of
                  Incorporation is amended in its entirety as follows:

                                   ARTICLE IV
                                     CAPITAL

                              The aggregate number of shares of stock
                     which this corporation shall have the authority to
                     issue is twelve million five hundred thousand
                     (12,500,000) shares with a par value of two cents
                     ($.02) per share.

                  FURTHER RESOLVED, that such Combination shall be effected
                  automatically on January 23, 1996, or such later date when the
                  Amendment shall be filed with the Minnesota Secretary of State
                  without further action by the Board of Directors or
                  shareholders.

                  FURTHER RESOLVED, that the appropriate officers are hereby
                  authorized and directed to prepare, execute, acknowledge and
                  file on the Combination Effective Date the Articles of
                  Amendment to the Restated Articles of Incorporation of this
                  Corporation together with any other document or instrument
                  necessary in connection with such Combination; and to request
                  shareholders to exchange their stock certificates representing
                  shares of Common Stock held prior to the Combination for new
                  certificates representing shares of Common Stock issued as a
                  result of the Combination.

<PAGE>

                  FURTHER RESOLVED, that, promptly following the Combination
                  Effective Date, the Corporation shall furnish the shareholders
                  with the necessary materials and instructions to effect the
                  exchange of their stock certificates in accordance with the
                  Combination.

                  FURTHER RESOLVED, that shareholders who after the Combination
                  would otherwise be entitled to receive fractional shares of
                  Common Stock, will, upon surrender of their stock certificates
                  representing shares of Common Stock owned as of the
                  Combination Effective Date, receive a cash payment in lieu
                  thereof equal to the value of such fractional shares
                  determined by reference to the average closing bid price of
                  the Common Stock for a period of ten trading days immediately
                  preceding the Combination Effective Date, as reported by the
                  Nasdaq SmallCap Market.

                  FURTHER RESOLVED, that certificates representing shares of
                  Common Stock outstanding immediately prior to the Combination
                  Effective Date which are subsequently presented for transfer
                  will not be transferred on the books and records of the
                  Corporation until the certificates representing such shares of
                  Common Stock have been exchanged of record for certificates
                  representing shares of Common Stock reflecting the
                  Combination.

                  FURTHER RESOLVED, that in the event any certificate
                  representing shares of Common Stock outstanding prior to the
                  Combination is not presented for exchange upon request by the
                  Corporation, any dividends that may be declared after the
                  Combination Effective Date with respect to the Common Stock
                  represented by such certificate will be withheld by the
                  Corporation until such certificate has been properly presented
                  for exchange.

                  FURTHER RESOLVED. that the appropriate officers of the
                  Corporation be and they hereby are authorized and directed
                  upon filing of the Amendment pursuant to Minnesota Statutes,
                  Section 302A.402, to proceed promptly to carry out the
                  foregoing Actions and to execute and file all documents and
                  instruments and to take such other actions as such officers
                  deem necessary and appropriate to complete the Combination in
                  accordance with Minnesota Statutes, Chapter 302A.

                  FURTHER RESOLVED, that the effective date of the above
                  Resolutions shall be as of January 11, 1996.

2.       The foregoing amendment to Article IV of the Restated Articles of
         Incorporation will not adversely affect the rights or preferences of
         the holders of outstanding shares of any class or series of the
         Corporation's stock and will not result in the percentage of authorized
         shares that remains unissued after the Combination exceeding the
         percentage of authorized shares that were unissued before the
         Combination.

3.       The amendment to Article IV of the Restated Articles of Incorporation
         was adopted pursuant to Chapter 302A.

         IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused
these Articles of Amendment to be signed by its President this 18th of January,
1996.

                                          CHILDREN'S BROADCASTING CORPORATION


                                          By: Christopher T. Dahl
                                              ----------------------------------
                                              Christopher T. Dahl



                                              President

<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION


         The undersigned officer, on behalf of Children's Broadcasting
Corporation, a Minnesota (the "Corporation"), hereby certifies that an amendment
to the Corporation's Articles of Incorporation has been duly approved by the
Company's Board of Directors and shareholders in accordance with Sections
302A.135 and 302A.139 of the Minnesota Statutes. Accordingly, Article IV is
amended in its entirety to read as follows:

                                   ARTICLE IV

                                     CAPITAL

         The aggregate number of shares of stock which this corporation shall
have the authority to issue is fifty million (50,000,000) shares with a par
value of two cents ($.02) per share.


         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to the Articles of Incorporation to be executed this 3rd day of
October, 1996.


                                           CHILDREN'S BROADCASTING CORPORATION


                                           By: /s/ James G. Gilbertson

                                           Its: COO


<PAGE>

                       CHILDREN'S BROADCASTING CORPORATION

                       CERTIFICATE OF DESIGNATION OF STOCK


         The undersigned, being duly appointed Secretary of Children's
Broadcasting Corporation (the "Corporation"), hereby certifies that the Board of
Directors of the Corporation, acting pursuant to the authority contained in
Article V of the Articles of Incorporation of the Corporation and the provisions
of Chapter 302A, Minnesota Statutes, took action by unanimous resolution on
November 28, 1995, and duly adopted the following resolutions to establish and
designate 2,177,368 shares of Common Stock of the Corporation as Class A Common
Stock.
                       DESIGNATION OF CLASS A COMMON STOCK

         RESOLVED, in accordance with Article V of the Articles of Incorporation
         of the Corporation and pursuant to Minnesota Statutes, Chapter 302A,
         the Board of Directors hereby establishes, designates and reserves from
         the Corporation's unauthorized and unissued shares of Common Stock,
         Class A Common Stock in the amount and the voting powers and other
         special rights as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such class of Common
         Stock shall be designated as "Class A Common Stock" and the number of
         shares constituting such class shall be 2,177,368.

         SECTION 2. ALL OTHER RIGHTS. Other than with respect to voting and
         conversion as set forth in Sections 3 and 4 below, the Class A Common
         Stock shall in all respects be equal and have the same rights as the
         Common Stock of the Corporation.

         SECTION 3. VOTING RIGHTS. Except as otherwise required by law, each
         outstanding share of Class A Common Stock shall not be entitled to vote
         on any matter on which the shareholders of the Corporation shall be
         entitled to vote and shares of Class A Common Stock shall not be
         included in determining the number of shares voting or entitled to vote
         on any such matter, provided that, notwithstanding the foregoing,
         holders of shares of Class A Common Stock shall be entitled to vote as
         a separate class on any amendment to the Certificate of Designation of
         Stock establishing such class and on any amendment, repeal or
         modification of any provision of the Articles of Incorporation of the
         Corporation that adversely affects the powers, preferences or special
         rights of holders of Class A Common Stock. Upon a conversion to Common
         Stock in accordance with Section 4 below, the holders of Class A Common
         Stock shall have full voting rights with respect to the shares of
         Common Stock issued by virtue of the conversion.

         SECTION 4.  CONVERSION.

<PAGE>
                  (a)      Conversion Rights.  Subject to the provisions of this
                           Section 4, each holder of Class A Common Stock shall
                           be entitled to convert, at any time and from time to
                           time, at its option, any or all of the shares of
                           Class A Common Stock held by such holder into an
                           equivalent number of shares of voting Common Stock,
                           provided that if pursuant to any federal law, rule,
                           regulation or regulatory policy such conversion would
                           cause the broadcast or other media interests of the
                           holder to be attributed to the Corporation, or the
                           broadcast or other media interest of the Corporation
                           to be attributed to the holder and, as a result of
                           the attribution of such broadcast or other media
                           interests, (i) the holder would be foreclosed from
                           the ownership of voting securities of the
                           Corporation, or (ii) the Corporation would be
                           foreclosed from the ownership of its broadcast or
                           media interests or from the acquisition of any
                           additional broadcast or media interests, the Class A
                           Common Stock shall not be convertible, except in such
                           amount as would not cause such broadcast or media
                           interests to be so attributable.

                  (b)      Conversion Procedure.  Each conversion of shares of 
                           Class A Common Stock into shares of Common Stock
                           shall be effected by the surrender of the certificate
                           or certificates representing the shares to be
                           converted (the "Converting Shares") at the principal
                           office of the Corporation (or such other office or
                           agency of the Corporation as the Corporation may
                           designate by written notice to the holders of Class A
                           Common Stock) at any time during its usual business
                           hours, together with written notice by the holder of
                           such Converting Shares, stating that such holder
                           desires to convert the Converting Shares, or a stated
                           number of the shares represented by such certificate
                           or certificates, into an equal number of shares of
                           Common Stock (the "Converted Shares"). Such notice
                           shall also state the name or names (with addresses)
                           and denominations in which the certificate or
                           certificates for Converted Shares are to be issued
                           and shall include instructions for the delivery
                           thereof. Promptly after such surrender and the
                           receipt of such written notice, the Corporation will
                           issue and deliver in accordance with the surrendering
                           holder's instructions the certificate or certificates
                           evidencing the Converted Shares issuable upon such
                           conversion, and the Corporation will deliver to the
                           converting holder a certificate (which shall contain
                           such legends as were set forth on the surrendered
                           certificate or certificates) representing any shares
                           which were represented by the certificate or
                           certificates that were delivered to the Corporation
                           in connection with such conversion, but which were
                           not converted; provided, however, that the
                           Corporation shall issue shares to persons other than
                           those indicated on the certificate or certificates
                           representing the Converting Shares only in compliance
                           with the Securities Act of 1933, as amended, and any
                           other applicable state or federal securities law.
                           Such conversion, to the extent permitted by law,
                           shall be deemed to have been effected as of the close
                           of business on the date on which such certificate or
                           certificates shall have been surrendered and such
                           notice shall have been received by the Corporation,
                           and at such time the rights of the holder of the
                           Converting Shares as such holder shall cease and the
                           person or persons in whose name or names the
                           certificate or certificates for the Converted Shares
                           are to be issued upon such conversion shall be deemed
                           to have become the holder or holders or record of the
                           Converted Shares.
<PAGE>

                  (c)      Reservation of Shares. The Corporation shall at all
                           times reserve and keep available out of its
                           authorized but unissued shares of Common Stock or its
                           treasury shares, solely for the purpose of issuance
                           upon the conversion of shares of Class A Common
                           Stock, such number of shares of Common Stock as are
                           then issuable upon the conversion of all outstanding
                           shares of Class A Common Stock.

         FURTHER RESOLVED, that the President and the Secretary of the
         Corporation are authorized and directed to take such further action as
         shall be necessary or required to carry into effect the intent of the
         foregoing resolution and they, or any of them, are authorized and
         directed to file a certificate of designation pursuant to Section
         302A.401, Subd. 3 of the Minnesota Business Corporation Act with the
         Minnesota Secretary of State.


         IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused this
Certificate of Designation to be signed by Lance W. Riley, its Secretary, this
27th day of February, 1996.

                                             CHILDREN'S BROADCASTING CORPORATION


                                             /s/ Lance W. Riley
                                             -----------------------------------
                                             LANCE W. RILEY, SECRETARY

<PAGE>

                               ARTICLES OF MERGER


         These Articles of Merger (the "Articles") are entered into this 14th
day of January, 1997, between Children's Broadcasting Corporation, a Minnesota
corporation ("CBC"), and Children's Radio Group, Inc., a Minnesota corporation
("CRG").

         CBC and CRG hereby agree that on the Effective Date (as defined below),
CBC and CRG shall merge into a single corporation on the following terms and
conditions:

                                R E C I T A L S:

         A. The Boards of Directors of CBC and CRG, and all of the shareholders
of CRG (the "Shareholder's), have approved the merger (the "Merger") of CRG into
CBC, upon the terms and subject to the conditions set forth in that certain
Agreement and Plan of Merger (the "Plan") entered into as of January 14, 1997,
between CBC and CRG, a copy of which Plan is attached hereto as Exhibit A.

                                    ARTICLE 1
                                     MERGER

         On the Effective Date, CRG shall be merged with and into CBC (the
"Merger"), and CBC shall be the surviving corporation (hereinafter called the
"Surviving Corporation"). Upon the effectiveness of the Merger, the separate
corporate existence of CRG shall cease, and the Surviving Corporation shall
succeed, without other transfer, to all of the rights and properties of CRG and
shall be subject to all the debts and liabilities of CRG in the same manner as
if the Surviving Corporation had itself incurred them; and shall continue to be
vested with all the rights and property of CBC and be subject to all the debts
and liabilities of CBC.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         The Merger provided for in the Articles shall become effective on the
filing by and in the office of the Secretary of State of the State of Minnesota
of an executed copy of these Articles. The date and time of such filing is
referred to in the Articles as the "Effective Date."

                                    ARTICLE 3
                        ARTICLES OF INCORPORATION; BYLAWS

         3.1 ARTICLES OF INCORPORATION. Upon the effectiveness of the Merger,
the Articles of Incorporation of CBC shall be the Articles of Incorporation of
the Surviving Corporation, and thereafter may be amended in accordance with its
terms and as provided by law.

         3.2 BYLAWS. The Bylaws of CBC as in effect on the Effective Date of the
Merger shall be the Bylaws of the Surviving Corporation until amended or
repealed as provided therein.

                                    ARTICLE 4
                           CANCELLATION OF CRC SHARES

         Upon the effectiveness of the Merger, each share of CRG's Common Stock
issued and outstanding immediately prior to the Effective Time of the Merger
shall, by virtue of the Merger and without any action on the

<PAGE>

part of the holder thereof, be canceled. The Common Stock of CRG so canceled
shall cease to exist as such. No shares of CBC shall be issued in respect
thereto.

                                    ARTICLE 5
                                APPROVAL OF PLAN

         The Plan has been approved by CBC and CRG pursuant to Chapter 302A of
Minnesota statutes.

                                    ARTICLE 6
                               OUTSTANDING SHARES

         The outstanding shares of the Surviving Corporation shall remain
outstanding and are not affected by the Merger.

                                    ARTICLE 7
                                  CHOICE OF LAW

         The validity, interpretation, and performance of these Articles shall
be controlled by and construed under the internal laws of the State of
Minnesota.

                                    ARTICLE 8
                                  COUNTERPARTS

         These Articles may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the parties has caused these Articles to be
executed on its behalf by its duly authorized officers, all as of the day and
year first above written, and caused its corporate seal to be affixed hereto.


                                             SURVIVOR:

                                             CHILDREN'S BROADCASTING CORPORATION
Attest:


/s/ Lance W. Riley                           By: /s/ Christopher T. Dahl
------------------------------                  --------------------------------
Lance W. Riley, Secretary                    
                                             Its: CEO
                                                  ------------------------------
                                             






                                             NON-SURVIVOR:

                                             CHILDREN'S RADIO GROUP, INC.
Attest:

/s/ Lance W. Riley                           By: /s/ Christopher T. Dahl
------------------------------                  --------------------------------
Lance W. Riley, Secretary                    
                                             Its: CEO
                                                  ------------------------------

<PAGE>

                               AGREEMENT AND PLAN
                                       OF
                                     MERGER


         AGREEMENT AND PLAN OF MERGER, dated as of this 14th day of January,
1997, by and between Children's Broadcasting Corporation, a Minnesota
corporation ("CBC"), and Children's Radio Group, Inc., a Minnesota corporation
("CRG").

         WHEREAS, CBC and CRG desire that CRG merge with and into CBC, and that
CBC shall continue as the surviving corporation of such merger, upon the terms
and subject to the conditions set forth herein and in accordance with Section
302A.601 of the Minnesota Business Corporation Act (the "MBCA").

         WHEREAS, the respective Boards of Directors have approved this
Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree to merge as follows:

                                    ARTICLE 1
                                     MERGER

         1.1 MERGER. Subject to the terms and conditions of this Agreement, CRG
shall be merged with and into CBC (the "Merger") in accordance with Section
302A.601 of the MBCA, and the separate existence of CRG shall cease and CBC
shall be the surviving corporation and continue its corporate existence under
the laws of the State of Minnesota.

         1.2 EFFECT OF THE MERGER. At the Effective Time of the Merger (as
hereinafter defined), CBC shall possess and succeed all the rights, privileges,
immunities and franchises, of a public as well as of a private nature, of CRG;
all property, real, personal and mixed, and all debts due on any account,
including subscriptions for shares, and all other chooses in action, and every
other interest of or belonging to or due to each of CRG shall vest in CBC
without any further act or deed; the title to any real estate or any interest
therein vested in CRG shall revert to CBC by reason of the Merger; CBC shall be
responsible and liable for all the liabilities and obligations of CRG the CBC; a
claim of or against or a pending proceeding by or against CRG may be prosecuted
as if the Merger had not taken place, or CBC may be substituted in the place of
CRG; and neither the rights of creditors nor any liens upon the property of CRG
or CBC shall be impaired by the Merger.

         1.3 EFFECTIVE TIME OF THE MERGER. The Merger shall become effective as
of the date and time (the "Effective Time of the Merger") the Articles of Merger
of CRG and CBC are filed with the Minnesota Secretary of State.

                                    ARTICLE 2
                    NAME, ARTICLES OF INCORPORATION, BYLAWS,
                          DIRECTORS AND OFFICERS OF CBC

         2.1      NAME OF SURVIVING CORPORATION.  The name of the surviving 
corporation shall be "Children's Broadcasting Corporation."

<PAGE>

         2.2 ARTICLES OF INCORPORATION. The Articles of Incorporation of CBC
shall be the articles of incorporation of the surviving corporation from and
after the Effective Time of the Merger until amended thereafter as provided
therein or by law.

         2.3 BYLAWS. The Bylaws of CBC shall be the Bylaws of the surviving
corporation from and after the Effective Time of the Merger until amended
thereafter as provided therein or by law.

         2.4 DIRECTORS AND OFFICERS. The directors and officers of CBC at the
Effective Time of the Merger shall be the directors and officers, respectively,
of the surviving corporation from and after the Effective Time of the Merger and
shall hold office in accordance with the Articles of Incorporation and Bylaws of
CBC.

                                    ARTICLE 3
                           CANCELLATION OF CRG SHARES

         3.1 CANCELLATION OF ALL CRG SHARES. At the Effective Time of the
Merger, each share of CRG's Common Stock issued and outstanding immediately
prior to the Effective Time of the Merger shall, by virtue of the Merger and
without any action on the part of the holder thereof, be canceled. The Common
Stock of CRG so canceled shall cease to exist as such. No shares of CBC stock
shall be issued in respect thereto.

                                    ARTICLE 4
                                     GENERAL

         4.1 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the Merger and other transactions herein provided for abandoned at any time
prior to the Effective Time of the Merger if the board of directors of CBC or
CRG determine that the consummation of the transactions provided for herein
would not, for any reason, be in the best interests of such corporations and
their respective shareholders.

         4.2 AMENDMENT. This Agreement may be amended at any time prior to the
Effective Time of the Merger with the mutual consent of the Boards of Directors
of CRG and CBC.

         4.3 DEFERRAL. Consummation of the transactions herein provided for may
be deferred by the Board of Directors of CRG and CBC, or any authorized officer
thereof for a reasonable period of time if the Board of Directors of either
corporation determines that such deferral would be in the best interests of CRG,
CBC or their respective shareholders.

         4.4 HEADINGS. The headings set forth herein are inserted for
convenience or reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.

         4.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which, when
taken together, shall constitute one and the same instrument.

         4.6 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota without giving effect to the
principles of conflicts of law thereof.

<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf and attested by its officers hereunto
duly authorized, all as of the day and year first above written.


                                             CHILDREN'S BROADCASTING CORPORATION
Attest:


/s/ Lance W. Riley                           By: /s/ Christopher T. Dahl
------------------------------                  --------------------------------
Lance W. Riley, Secretary                    
                                             Its: CEO
                                                  ------------------------------


                                             CHILDREN'S RADIO GROUP, INC.
Attest:


/s/ Lance W. Riley                           By: /s/ Christopher T. Dahl
------------------------------                  --------------------------------
Lance W. Riley, Secretary                    
                                             Its: CEO
                                                  ------------------------------

<PAGE>

             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                     SERIES B CONVERTIBLE PREFERRED STOCK OF
                       CHILDREN'S BROADCASTING CORPORATION


         I, the undersigned, Christopher T. Dahl, the President, Chief Executive
Officer and Chairman of Children's Broadcasting Corporation, a Minnesota
corporation subject to the Minnesota Business Corporation Act, do hereby certify
that the Board of Directors of said corporation, by action duly taken in writing
on June 25, 1998, did adopt the following resolution:

         RESOLVED that, pursuant to authority expressly granted to the Board of
Directors of the Corporation by the provisions of the Articles of Incorporation
of the Corporation, the Board of Directors of the Corporation hereby creates and
authorizes the issuance of a series of shares of preferred stock of the
Corporation (such series being hereinafter called "this Series" or the
"Preferred Stock") and hereby fixes, in addition to the relative rights, voting
power, preferences and restrictions stated in the Articles of Incorporation of
the Corporation, the following designation and number of shares of this Series
and the following voting, dividend rate, liquidation preference, redemption,
conversion right and other rights, preferences and restrictions with respect to
the Preferred Stock:

(A)      Designation:  Number of Shares:  Stated Value.

         Six Hundred Six Thousand Sixty-One (606,061) shares of Preferred Stock,
shall be designated Series B Convertible Preferred Stock. The shares of this
Series have a stated value of $3.30 per share (the "Stated Value").

(B)      Voting.

         The shares of this Series shall be nonvoting.

(C)      Dividends.

         The shares of this Series shall not be entitled to dividends.

(D)      Other Terms of the Preferred Stock.

         (a) Liquidation Preference. In the event of an involuntary or voluntary
liquidation or dissolution of the Corporation at any time, the holders of shares
of Preferred Stock shall be entitled to receive out of the assets of the
Corporation an amount equal to the Stated Value for each share of this Series
(appropriately adjusted to reflect stock splits, stock dividends,
reorganizations, consolidations and similar changes hereafter effected), plus
dividends unpaid and accrued thereon, if any. In the event of either an
involuntary or a voluntary liquidation or dissolution of the Corporation payment
shall be made to the holders of shares of this Series in the amounts herein
fixed before any payment shall be made or any assets distributed to the holders
of the Common Stock or any other class of shares of the Corporation ranking
junior to this Series with respect to payment upon dissolution or liquidation of
the Corporation. If upon any liquidation or dissolution of the Corporation the
assets available for distribution shall be insufficient to pay the holders of
all outstanding shares of this Series the full amounts to which they
respectively shall be entitled, the holders of such shares shall share pro rata
in any such distribution.

         After payment has been made to the holders of this Series in the
amounts to which they are entitled as aforesaid and to the holders of any other
class or series of stock having a preference upon liquidation, in the amounts to
which they are entitled as set forth in the Articles of Incorporation of the
Corporation, the holders of the Preferred Stock and the Common Stock shall be
entitled to receive ratably on a per share basis (based upon the number of

<PAGE>

shares of Common Stock into which each share of Preferred Stock may be then
convertible) all the remaining assets of the Corporation.

         At any time, in the event of the merger or consolidation of the
Corporation into or with another corporation or the merger or consolidation of
any other corporation into or with the Corporation or a plan of exchange between
the Corporation and any other corporation (in which consolidation or merger or
plan of exchange any shareholders of the Corporation receive distributions of
cash or securities or other property), or the sale, transfer or other
disposition of all or substantially all of the assets of the Corporation, and if
the shareholders of the Corporation immediately prior to such transaction hold
less than a majority of the outstanding voting securities of the surviving
corporation immediately following consummation of such transaction, then,
subject to the provisions of this paragraph, such transaction shall be deemed,
solely for purposes of determining the amounts to be received by the holders of
the Preferred Stock in such merger, consolidation, plan of exchange, sale,
transfer or other disposition, and for purposes of determining the priority of
receipt of such amounts as among the holders of the Preferred Stock and the
holders of the Common Stock, to be a liquidation or dissolution of the
Corporation if the holders of a majority of the outstanding shares of Preferred
Stock so elect by giving written notice thereof to the Corporation at least two
days before the effective date of such transaction. If no such notice is given,
the provisions of subparagraph (c)(6) below hereof shall apply. The Corporation
shall give each holder of record of Preferred Stock written notice of such
impending transaction not later than 14 days prior to the shareholder's meeting
of the Corporation called to approve such transaction, or 14 days prior to the
closing of such transaction, whichever is earlier, and shall also notify such
holders in writing of the final approval of such transaction. The first of such
notices shall describe the material terms and conditions of the transaction and
of this subparagraph (a) (including, without limiting the generality of the
foregoing, a description of the value of the consideration, if any, being
offered to the holders of the Preferred Stock in the transaction and the amount
to which such holders would be entitled if such transaction were (as described
above) to be deemed to be a liquidation or dissolution of the Corporation), and
the Corporation shall thereafter give such holders prompt notice of any material
changes to such terms and conditions. The transaction shall in no event take
place sooner than 14 days after the mailing by the Corporation of the first
notice provided for herein or sooner than ten days after the mailing by the
Corporation of any notice of material changes provided for herein; provided,
however, that such periods may be reduced upon the written consent of the
holders of a majority of the Preferred Stock, voting together as a single class.

         Nothing hereinabove set forth shall affect in any way the right of each
holder of shares of Preferred Stock to convert such shares in accordance with
subparagraph (c) below.

         (b)      Redemption.

         (1)      At any time on or before the date which is 60 days following
                  the closing of the transaction contemplated by that certain
                  purchase agreement between the Corporation and Catholic Radio
                  Network, LLC, dated April 17, 1998, but in no event earlier
                  than three business days after such closing, if the holders of
                  at least Twenty-Five Percent (25%) of the outstanding
                  unconverted shares of this Series so elect by giving written
                  notice thereof to the Corporation, the Corporation shall, to
                  the extent that funds are legally available therefor, redeem
                  all of the outstanding unconverted shares of this Series by
                  payment in cash of the sum equal to One Hundred Twenty-Two and
                  One Half Percent (122.5%) of the Stated Value for each
                  outstanding unconverted share of this Series (appropriately
                  adjusted to reflect stock splits, stock dividends,
                  reorganizations, consolidations and similar changes hereafter
                  effected). If at the time of any required redemption the funds
                  legally available for such redemption shall be insufficient to
                  redeem the number of shares of this Series specified in the
                  immediately preceding sentence, redemptions shall be made as
                  among the holders of such shares of this Series on a pro rata
                  basis to the extent funds are then legally available for such
                  redemptions. Thereafter, as and to the extent legally
                  available funds for the redemption

<PAGE>

                  thereof exist from time to time, the Corporation shall redeem
                  additional shares of this Series, pro rata as among the
                  holders thereof until all shares of this Series required by
                  this subparagraph (b)(1) to be redeemed have been redeemed. In
                  the event of a redemption of less than all of the outstanding
                  shares of Preferred Stock pursuant to this subparagraph
                  (b)(1), redemptions as among the holders of such shares of
                  Preferred Stock shall be on a pro rata basis.

         (2)      If the Corporation so elects by giving written notice thereof
                  to the holders of the outstanding unconverted shares of this
                  Series, the Corporation may at anytime, to the extent that
                  funds are legally available therefor, redeem all or any part
                  of the outstanding unconverted shares of this Series, upon
                  payment in cash of the sum equal to One Hundred Twenty-Two and
                  One HalfPercent (122.5%) ofthe Stated Value for each
                  outstanding unconverted share of this Series (appropriately
                  adjusted to reflect stock splits, stock dividends,
                  reorganizations, consolidations and similar changes hereafter
                  effected).

         (3)      The Corporation shall give notice by mail of redemptions to
                  the holders of record of the shares of this Series at least 30
                  days prior to the date of redemption. The notice (i) shall
                  specify the date of redemption, the number of shares to be
                  redeemed from each shareholder and the redemption price, and
                  (ii) shall be addressed to each shareholder at his address as
                  shown on the records of the Corporation. On or after the date
                  fixed for redemption, each holder of shares of this Series
                  called for redemption shall surrender the certificate or
                  certificates evidencing such shares to the Corporation at the
                  place designated in such notice and shall thereupon be
                  entitled to receive payment. If less than all of the shares
                  represented by any such surrendered certificate or
                  certificates are redeemed, the Corporation shall issue a new
                  certificate for the unredeemed shares. If the Corporation
                  deposits, on or prior to any date fixed for redemption of
                  shares of this Series, with any bank or trust company having
                  capital and surplus of at least $10,000,000, as a trust fund,
                  a sufficient sum to redeem, on the date fixed for redemption
                  thereof the shares then called for redemption, with
                  instructions and authority to such bank or trust company to
                  pay the redemption price on or after the date fixed for
                  redemption or prior thereto upon the surrender of the
                  certificates representing the shares then being redeemed, then
                  and from and after the date of such deposit, and
                  notwithstanding that any certificate for shares so called for
                  redemption shall not have been surrendered for cancellation,
                  the shares so called for redemption shall no longer be deemed
                  to be outstanding and all rights with respect thereto shall
                  forthwith cease and terminate, except only the right of the
                  holders thereof to receive from such bank or trust company, at
                  any time after the date of such deposit, the sum so deposited,
                  without interest, and the right to convert such shares as
                  provided in subparagraph (c) below. Any funds so deposited and
                  unclaimed at the end of four years from such redemption date
                  shall be released or repaid to the Corporation, after which
                  the holders of the shares so called for redemption shall be
                  entitled to receive payment of the redemption price only from
                  the Corporation.

         (c) Conversion Right. At the option of the holders thereof at any time
after the date 120 days following the Initial Closing Date, the shares of this
Series shall, subject to subparagraph (c)(l), be convertible, into fully paid
and nonassessable shares (calculated as to each conversion to the nearest
1/100th of a share) of Common Stock of the Corporation, at the conversion price
determined as hereinafter provided, in effect at the time of conversion, each
share of this Series being deemed to have the Stated Value for the purpose of
such conversion. The number of shares of Common Stock to be delivered upon
conversion of a share of this Series shall be the Stated Value, divided by the
lesser of(x) One Hundred Ten (110%) of the average best bid price of the Common
Stock for the five (5) consecutive trading days ending on the day preceding the
Conversion Date (the "Fixed Strike Price"), or (y) Ninety-Four Percent (94%) of
the average of the three lowest closing prices of the Common Stock during the 60
calendar day period ending on the day preceding the Conversion Date (herein
called the "conversion price"), provided however, that such

<PAGE>

initial conversion price shall be subject to adjustment from time to time in
certain instances as hereinafter provided. The number of shares so issuable upon
conversion shall be multiplied by the number of shares of this Series to be
converted, and the product thereof shall be delivered to the holder.
Notwithstanding the foregoing, if the Common Stock is not traded on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the
Nasdaq SmallCap Market on the Conversion Date, then the percentage specified in
clause (y) above shall be Eighty-Four Percent (84%).


         (1)      The Preferred Stock may be converted, at the option of the 
                  holder, in accordance with the following schedule:


                      Number of Days                Percentage of Original
                Elapsed Following Issuance       Preferred Stock Convertible
                --------------------------       ---------------------------
                          120                               20%

                          150                               40%

                          180                               60%

                          210                               80%

                          240                              100%

                  In the case of the call for redemption of any shares of this
                  Series, such right of conversion shall cease and terminate as
                  to the shares designated for redemption on the day such shares
                  are actually redeemed by the Corporation; provided, however,
                  that the holder may, upon giving a Conversion Notice to the
                  Company within ten (10) business days after receipt of the
                  Company's notice of redemption, convert such number of shares
                  of this Series as such holder would have been entitled to
                  convert had such notice of redemption not been given by the
                  Company. In the event that any shares of this Series have not
                  been redeemed or converted into Common Stock on or before June
                  15, 2002, such shares shall automatically be converted in
                  accordance with the provisions of subparagraph (c)(2).

         (2)      In order to convert shares of this Series, the holder thereof
                  shall (j) surrender at the office of the Corporation the
                  certificate or certificates therefor, duly endorsed (signature
                  guaranteed) to the Corporation or in blank, and give written
                  notice (the "Conversion Notice") to the Corporation at such
                  office that such holder elects to convert such shares or (ii)
                  telecopy prior to 5:00 p.m. (Minneapolis time) to the office
                  of the Corporation the Conversion Notice and deliver within
                  three (3) business days thereafter the original Conversion
                  Notice by express courier, together with the certificate or
                  certificates for the Preferred Stock duly endorsed (signature
                  guaranteed) to the Corporation or in blank. The Conversion
                  Notice shall specify the number of shares of this series to be
                  converted. Shares of this Series shall be deemed to have been
                  converted immediately prior to the close of business on the
                  day (which must be a business day) of the surrender of such
                  shares for conversion as herein provided (the "Conversion
                  Date"), and the person entitled to receive the shares of
                  Common Stock of the Corporation issuable upon such conversion
                  shall be treated for all purposes as the record holder of such
                  shares of Common Stock at such time. As promptly as
                  practicable on or after the Conversion Date, the Corporation
                  shall issue and deliver or cause to be

<PAGE>

                  issued and delivered at such office a certificate or
                  certificates for the number of shares of Common Stock of the
                  Corporation issuable upon such conversion.

         (3)      The conversion price shall be subject to adjustment from time
                  to time as hereinafter provided. Upon each adjustment of the
                  conversion price each holder of shares of this Series shall
                  thereafter be entitled to receive the number of shares of
                  Common Stock of the Corporation obtained by multiplying the
                  conversion price in effect immediately prior to such
                  adjustment by the number of shares issuable pursuant to
                  conversion immediately prior to such adjustment and dividing
                  the product thereof by the conversion price resulting from
                  such adjustment.

         (4)      In case the Corporation shall (j) declare a dividend upon the
                  Common Stock payable in Common Stock (other than a dividend
                  declared to effect a subdivision of the outstanding shares of
                  Common Stock, as described in subparagraph (c)(5)) or
                  convertible securities, or distribute to the holders of its
                  Common Stock any rights or options to purchase Common Stock or
                  convertible securities, or (ii) declare any other dividend or
                  make any other distribution upon the Common Stock payable
                  otherwise than out of earnings or earned surplus, then
                  thereafter each holder of shares of this Series upon the
                  conversion thereof will be entitled to receive the number of
                  shares of Common Stock into which such shares of this Series
                  have been converted, and, in addition and without payment
                  therefor, each dividend described in clause (i) above and each
                  dividend or distribution described in clause (ii) above which
                  such holder would have received by way of dividends or
                  distributions if continuously since such holder became the
                  record holder of such shares of this Series such holder (j)
                  had been the record holder of the number of shares of Common
                  Stock then received, and (ii) had retained all dividends or
                  distributions in stock or securities (including Common Stock
                  or convertible securities, and any rights or options to
                  purchase any Common Stock or convertible securities) payable
                  in respect of such Common Stock or in respect of any stock or
                  securities paid as dividends or distributions and originating
                  directly or indirectly from such Common Stock. For the
                  purposes of the foregoing a dividend or distribution other
                  than in cash shall be considered payable out of earnings or
                  earned surplus only to the extent that such earnings or earned
                  surplus are charged an amount equal to the fair value of such
                  dividend or distribution as determined by the Board of
                  Directors of the Corporation.

         (5)      In case the Corporation shall at any time subdivide its
                  outstanding shares of Common Stock into a greater number of
                  shares, the conversion price in effect immediately prior to
                  such subdivision shall be proportionately reduced, and
                  conversely, in case the outstanding shares of Common Stock of
                  the Corporation shall be combined into a smaller number of
                  shares, the conversion price in effect immediately prior to
                  such combination shall be proportionately increased.

         (6)      If any capital reorganization or reclassification of the
                  capital stock of the Corporation, or consolidation or merger
                  of the Corporation with another corporation, or the sale of
                  all or substantially all of its assets to another corporation
                  shall be effected in such a way that holders of Common Stock
                  shall be entitled to receive stock, securities or assets with
                  respect to or in exchange for Common Stock, then, as a
                  condition of such reorganization, reclassification,
                  consolidation, merger or sale, and subject to subparagraph (a)
                  above, lawful and adequate provision shall be made whereby the
                  holders of this Series shall thereafter have the right to
                  receive upon the basis and upon the terms and conditions
                  specified herein and in lieu of the shares of the Common Stock
                  of the Corporation immediately theretofore receivable upon the
                  conversion of this Series, such shares of stock, securities or
                  assets as may be issued or payable with respect to or in
                  exchange for a number of outstanding shares of such Common
                  Stock equal to the number of shares of such stock immediately
                  theretofore receivable upon the conversion of this Series had
                  such reorganization,

<PAGE>

                  reclassification, consolidation, merger or sale not taken
                  place, plus all dividends unpaid and accumulated or accrued
                  thereon to the date of such reorganization, reclassification,
                  consolidation, merger or sale, and in any such case
                  appropriate provision shall be made with respect to the rights
                  and interests of the holders of this Series to the end that
                  the provisions hereof (including without limitation provisions
                  for adjustments of the conversion price and of the number of
                  shares receivable upon the conversion of this Series) shall
                  thereafter be applicable, as nearly as may be in relation to
                  any shares of stock, securities or assets thereafter
                  receivable upon the conversion of this Series. The Corporation
                  shall not effect any such consolidation, merger or sale,
                  unless prior to the consummation thereof the successor
                  corporation (if other than the Corporation) resulting from
                  such consolidation or merger or the corporation purchasing
                  such assets shall assume by written instrument executed and
                  majied to the registered holders of this Series, at the last
                  addresses of such holders appearing on the books of the
                  Corporation, the obligation to deliver to such holders such
                  shares of stock, securities or assets as, in accordance with
                  the foregoing provisions, such holders may be entitled to
                  receive.

         (7)      Upon any adjustment of the conversion price, then and in each
                  case the Corporation shall give written notice thereof by
                  first-class mail, postage prepaid, addressed to the registered
                  holders of this Series, at the addresses of such holders as
                  shown on the books of the Corporation, which notice shall
                  state the conversion price resulting from such adjustment and
                  the increase or decrease, if any, in the number of shares
                  receivable at such price upon the conversion of this Series,
                  setting forth in reasonable detail the method of calculation
                  and the facts upon which such calculation is based.

         (8)      In case at any time:

                  (i)      the Corporation shall declare any cash dividend on
                           its Common Stock at a rate in excess of the rate of
                           the last cash dividend theretofore paid;

                  (ii)     the Corporation shall pay any dividend payable in
                           stock upon its Common Stock or make any distribution
                           (other than regular cash dividends) to the holders of
                           its Common Stock;

                  (iii)    the Corporation shall offer for subscription pro rata
                           to the holders of its Common Stock any additional
                           shares of stock of any class or other rights;

                  (iv)     there shall be any capital reorganization, or
                           reclassification of the capital stock of the
                           Corporation, or consolidation or merger of the
                           Corporation with, or sale of all or substantially all
                           of its assets to, another corporation; or

                  (v)      There shall be a voluntary or involuntary
                           dissolution, liquidation or winding up of the
                           Corporation;

                  then, in any one or more of said cases, the Corporation shall
                  give written notice, by first-class mail, postage prepaid,
                  addressed to the registered holders of Preferred Stock at the
                  addresses of such holders as shown on the books of the
                  Corporation, of the date on which (a) the books of the
                  Corporation shall close or a record shall be taken for such
                  dividend, distribution or subscription rights, or (b) such
                  reorganization, reclassification, consolidation, merger, sale,
                  dissolution, liquidation or winding up shall take place, as
                  the case may be. Such notice shall also spevify the date as of
                  which the holders of Common Stock of record shall participate
                  in such dividend, distribution or subscription rights, or
                  shall be entitled to exchange their Common Stock for
                  securities or other property deliverable upon such
                  reorganization, reclassification, consolidation,

<PAGE>

                  merger, sale, dissolution, liquidation, or winding up, as the
                  case may be. Such written notice shall be given at least 20
                  days prior to the action in question and not less than 20 days
                  prior to the record date or the date on which the
                  Corporation's transfer books are closed in respect thereto.

         (9)      If any event ovcurs as to whjvh jn the opinion of the Board of
                  Directors of the Corporation the other provisions of this
                  subparagraph (c) are not strictly applicable or if strictly
                  applicable would not fairly protect the rights of the holders
                  of Preferred Stock in accordance with the essential intent and
                  principles of such provisions, then the Board of Directors
                  shall make an adjustment in the application of such
                  provisions, in accordance with such essential intent and
                  principles, so as to protect such rights as aforesaid.

         (10)     As used in this subparagraph (c) the term "Common Stock" shall
                  mean and include the Corporation's presently authorized Common
                  Stock and shall also include any capital stock of any class of
                  the Corporation hereafter authorized which shall not be
                  limited to a fixed sum or percentage in respect of the rights
                  of the holders thereof to participate in dividends or in the
                  distribution of assets upon the voluntary or involuntary
                  liquidation, dissolution or winding up of the Corporation;
                  provided that the shares receivable pursuant to conversion of
                  shares of this Series shall include shares designated as
                  Common Stock of the Corporation as of the date of issuance of
                  such shares of this Series, or, in case of any
                  reclassification of the outstanding shares thereof the stock,
                  securities or assets provided for in subparagraph (c)(6)
                  above.

         (11)     No fractional shares of Common Stock shall be issued upon
                  conversion, but, instead of any fraction of a share which
                  would otherwise be issuable, the Corporation shall pay a cash
                  adjustment in respect of such fraction in an amount equal to
                  the same fraction of the market price per share of Common
                  Stock as of the close of business on the day of conversion.
                  "Market price" shall mean if the Common Stock is traded on a
                  securities exchange or on the Nasdaq National Market, the
                  closing price of the Common Stock on such exchange or the
                  Nasdaq National Market, or, if the Common Stock is otherwise
                  traded in the over-the-counter market, the best bid price, in
                  each case averaged over a period of 20 consecutive trading
                  days ending on the date preceding the day as of which omarket
                  priceo is being determined. If at any time the Common Stock is
                  not traded on an exchange or the Nasdaq National Market, or
                  otherwise traded in the over-the-counter market, the "market
                  price" shall be deemed to be the higher of (i) the book value
                  thereof as determined by any firm of independent public
                  accountants of recognized standing selected by the Board of
                  Directors of the Corporation as of the last day of any month
                  ending within 60 days preceding the date as of which the
                  determination is to be made, or (ii) the fair value thereof
                  determined in good faith by the Board of Directors of the
                  Corporation as of a date which is within 15 days of the date
                  as of which the determination is to be made.

         (12)     The Corporation will take all steps necessary to be in a
                  position to issue shares of Common Stock on conversion of the
                  Preferred Stock without violating Nasdaq Rule
                  4310(v)(25)(H)(i)(d)(2) (the "Cap Regulations"). If despite
                  taking such steps, the Corporation still cannot issue such
                  shares of Common Stock without violating the Cap Regulations,
                  the holder of Preferred Stovk which cannot be converted as a
                  result of the Cap Regulations (each suvh share, an
                  "Unconverted Share") shall have the option, exercisable in
                  such holder's sole and absolute discretion, to elevt either of
                  the following remedies:

                  (i)      require the Corporation to issue shares of Common
                           Stock in accordance with such holder's notice of
                           conversion at a conversion purchase price equal to
                           the average of the best bid price of a share of
                           Common Stock for the five (5) consecutive trading
                           days (subject to 

<PAGE>

                           certain equitable adjustments for certain events
                           occurring during each period) ending on the day
                           preceding the date of notice of conversion or
                           exercise; or

                  (ii)     require the Corporation to redeem each Unconverted
                           Share for an amount in cash equal to One Hundred
                           Fifteen Pervent (115%) of the Fixed Strike Price of
                           an Unconverted Share.

         IN WITNESS WHEREOF, I have subscribed my name hereto this 25th day of
June, 1998.



                            /s/ Christopher T. Dahl
                            ----------------------------------------------------
                            Christopher T. Dahl
                            President, Chief Executive Officer and Chairman


<PAGE>

                               State of Minnesota
                        Office of the Secretary of State
                                                                See instructions
                                                                 on reverse side
                                                                  for completing
                                                                      this form.
                              NOTICE OF CHANGE OF
                  REGISTERED OFFICE - REGISTERED AGENT OR BOTH
                                       BY
--------------------------------------------------------------------------------
NAME OF CORPORATION
                       CHILDREN'S BROADCASTING CORPORATION
--------------------------------------------------------------------------------
Pursuant to Minnesota Statutes, Section 302A.123, 303.10, or 317.19 the
undersigned hereby certifies that the Board of Directors of the above named
Corporation has resolved to change the corporation's registered office or agent:

--------------------------------------------------------------------------------
          Agent's    (Fill in this box only if you already have an agent. Do not
           Name      list the corporate name in this box.)
F
R
O
M
          Address    215 South Eleventh Street
     (No. & Street)
                     City                      County             MN    Zip
                     Minneapolis,              Hennepin                 55403
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
          Agent's    (Fill in this box only if you already have an agent. Do not
           Name      list the corporate name in this box.)
T
O                    (You may not list a P.O. Box, but you may list a rural 
                     route and box number.)

          Address    5501 Excelsior Boulevard
     (No. & Street)
                     City                      County             MN    Zip
                     Saint Louis Park          Hennepin                 55416
--------------------------------------------------------------------------------

The new address may not be a post office box.  It must be a street address, 
pursuant to Minnesota Statutes, Section 302A.011, Subd. 3

                This change is effective on the day it is filed with
                the Secretary of State, unless you indicate another
                date, no later than 30 days after filing with the
                Secretary of State, in this box:
                              -------------------------
                              
                              -------------------------
I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this certificate
under oath.

--------------------------------------------------------------------------------
Name of Officer or Other Authorized             Signature
Agent of Corporation
        
     Christopher T. Dahl                     /s/ Christopher T. Dahl
--------------------------------------------------------------------------------
Title or Office

          President
--------------------------------------------------------------------------------
      
        Do not write below this line. For Secretary of State's use only
--------------------------------------------------------------------------------
          Receipt Number                           File Data
--------------------------------------------------------------------------------