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                                                                    Exhibit 10.2

                                                               EXECUTION VERSION

                         SENIOR NOTE PURCHASE AGREEMENT

     This SENIOR NOTE PURCHASE AGREEMENT (this "Agreement") is made as of
November 9, 2005 by and between Canadian Traffic Network ULC, an Alberta
business corporation (the "Company"), and Metro Networks Communications, Inc., a
Maryland corporation (the "Purchaser").

                                    RECITALS

     WHEREAS, the Company desires to issue and sell to the Purchaser, and the
Purchaser has agreed to purchase, pursuant and subject to the terms of this
Agreement, the Company's Senior Secured Note in an aggregate principal amount of
2,000,000 United States Dollars ("USD"), in the form attached hereto as Exhibit
A (the "Senior Note").

     WHEREAS, the Company will use the proceeds of the issuance and sale of the
Senior Note to support the working capital needs of the Company's business in
connection with the execution of the Corus Affiliation Agreement (defined in
Section 2.3 below).

     WHEREAS, as a condition to the willingness of the Purchaser to purchase the
Senior Note, the Company has granted, or will grant, to the Purchaser a first
priority Lien in all of its existing and hereafter acquired tangible and
intangible assets, except for aviation assets expressly included in the
definition of Excluded Collateral (defined in the Security Agreement) to secure
the Note Obligations.

     NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties to
this Agreement mutually agree as follows:

1.   DEFINITIONS. Certain capitalized terms are used in this Agreement as
     defined in the preamble, recitals and sections of this Agreement. In
     addition, certain other capitalized terms are used in this Agreement as
     specifically defined in this Section 1 as follows:

     "Affiliate" means, with respect to the Company (or any other specified
     Person), any other Person which, directly or indirectly, controls or is
     controlled by or is under direct or indirect common control with the
     Company (or such specified Person).

     "Applicable Interest Rate" means a per annum interest rate (on the basis of
     a 365-day year) equal to ten percent (10%).

     "ATN" means The Australia Traffic Network Pty Limited, an Australian
     proprietary company registered under the Corporation Law of New South
     Wales, Australia.

     "Bankruptcy Code" means Title 11 of the Code, as now or hereafter in
     effect, or any successor thereto.

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     "Business Day" means any day other than a Saturday, a Sunday or a day on
     which commercial banks in New York City are required or authorized to be
     closed.

     "Capitalized Lease" means any lease which is required to be capitalized on
     the balance sheet of the lessee in accordance with GAAP, including
     Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

     "Capitalized Lease Obligations" means the amount of liability reflecting
     the aggregate discounted amount of future payments under all Capitalized
     Leases calculated in accordance with GAAP, including Statement Nos. 13 and
     98 of the Financial Accounting Standards Board.

     "Closing Date" means the date on which the Senior Note is purchased
     pursuant to Section 2.2 hereof.

     "Code" means the United States Internal Revenue Code of 1986, together with
     all rules and regulations promulgated pursuant thereto, as amended from
     time to time.

     "Collateral" means all collateral on which a Lien is granted or purported
     to be granted pursuant to the Security Agreement.

     "Control Accounts" means the collateral accounts of the Company maintained
     with the Control Banks which shall be subject to the Control Agreements.

     "Control Agreements" means the Account Control Agreements among the
     Company, each of the Control Banks, respectively, and the Purchaser in form
     and substance satisfactory to the Purchaser.

     "Control Banks" means Scotia Bank, Bank of Montreal and Fifth Third Bank
     and/or any other financial institution determined by mutual agreement of
     the Company and the Purchaser.

     "Default" means any Event of Default and any event or condition which with
     the passage of time, or giving of notice, or both, would become an Event of
     Default.

     "Default Interest Rate" means a rate equal to the lesser of (x) the
     Applicable Interest Rate plus two percent (2%) or (y) the maximum rate
     allowed under applicable law.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means United States generally accepted accounting principles as in
     effect as of December 31, 2004, which are consistent with the principles
     promulgated or adopted by the United States Financial Accounting Standards
     Board and its predecessor, applied on a consistent basis and in a manner
     consistent with the preparation of the Company's financial statements.

     "GTC" means Global Traffic Canada, Inc., a Delaware corporation, subsidiary
     of GTN and parent of CTN.


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     "GTN" means Global Traffic Network, Inc., a Delaware corporation, and
     parent of GTC.

     "Guaranty Agreement" means the guaranty agreement, dated as of the Closing
     Date, by and among GTN, GTC and ATN, as guarantors, and the Purchaser.

     "Indebtedness" means, with respect to any Person, all obligations,
     contingent or otherwise, which in accordance with GAAP are required to be
     classified upon the balance sheet of such specified Person as liabilities,
     but in any event including (without duplication) the following:

          (a) all obligations of such Person for borrowed money or with respect
     to deposits or advances of any kind;

          (b) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments or upon which interest charges are
     customarily paid;

          (c) all obligations of such Person for the deferred purchase price of
     property or services, except current accounts payable arising in the
     ordinary course of business and not overdue beyond such period as is
     commercially reasonable for such Person's business;

          (d) all obligations of such Person under conditional sale or other
     title retention agreements relating to property purchased by such Person
     and all Capitalized Lease Obligations;

          (e) all payment obligations of such Person with respect to interest
     rate or currency protection agreements;

          (f) all obligations of such Person as an account party under any
     letter of credit or in respect of bankers' acceptances;

          (g) all obligations of any third party secured by property or assets
     of such Person (regardless of whether or not such Person is liable for
     repayment of such obligations);

          (h) all guarantees of such Person, including existing guarantees for
     lease obligations; and

          (i) all reimbursement obligations of such Person under letters of
     credit.

     "Initial Public Offering" means a registration effected by either the
     Company or GTN of its respective stock or other securities under the
     Exchange Act in connection with the public offering of such securities
     solely for cash (other than a registration relating solely to the sale of
     securities to participants in a company stock plan, or a registration on
     any form which does not include substantially the same information as would
     be required to be included in a registration statement covering the sale of
     registrable securities) with aggregate gross proceeds to the Company or
     GTN, as applicable, of at least 5,000,000 USD.


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     "Investment" means, with respect to any specified Person:

          (a) any share of capital stock, partnership or other equity interest,
     evidence of Indebtedness or other security issued by any other Person;

          (b) any loan, advance or extension of credit to, or contribution to
     the capital of, any other Person;

          (c) any guarantee of the obligations of any other Person;

          (d) any acquisition of all, or any division or similar operating unit
     of, the business of any other Person or the assets comprising such
     business, division or unit; and

          (e) any other similar investment.

     The term "Investment" shall not include demand deposits in banks or similar
     institutions.

     "Legal Requirement" means any present or future requirement imposed upon
     the Company or any Subsidiary by any law, statute, rule, regulation,
     directive, order, decree or guideline (or any interpretation thereof by
     courts or of administrative bodies), be it federal, state, provincial or
     local, or domestic or foreign, or by any board, bureau, commission,
     governmental or administrative agency, self-regulatory agency, central bank
     or monetary authority of the United States of America or any other
     jurisdiction in which the Company or any Subsidiary owns property or
     conducts its business, or any political subdivision of any of the
     foregoing.

     "Lien" means, with respect to any specified Person: (a) any lien,
     encumbrance, mortgage, pledge, adverse claim, charge or security interest
     of any kind upon any property or assets of such specified Person, whether
     now owned or hereafter acquired, or upon the income or profits therefrom;
     or (b) the sale, assignment, pledge or transfer for security of any
     accounts, general intangibles or chattel paper of such specified Person,
     with or without recourse.

     "Loan Documents" means this Agreement, the Senior Note, the Security
     Agreement, the Guaranty Agreement, the Control Agreements and any other
     document or instrument relating to the foregoing.

     "Material Adverse Change" means any change, event, condition, development
     or effect that, individually or in the aggregate, with all other changes,
     events, conditions, developments, and effects (i) is or could be reasonably
     expected to be materially adverse to the business, operations, assets,
     liabilities, results of operations or condition (financial or otherwise),
     or prospects of the Company and its Subsidiaries (if any), taken as a
     whole, or (ii) would be reasonably expected to prevent consummation of the
     Agreement or the issuance and sale of the Senior Note, in each case other
     than general economic conditions.

     "Maturity Date" means the earlier of: (x) the third anniversary of the
     Original Issuance Date; (y) the first anniversary of the closing date of an
     Initial Public Offering or (z) such


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     earlier date on which said amount shall become due and payable on account
     of acceleration by Purchaser according to the terms hereof, the date the
     principal amount of the Senior Note shall become due and payable.

     "Note Obligations" mean any and all Indebtedness and liabilities of the
     Company under the Loan Documents, including, without limitation, the
     obligation to pay principal, interest, premiums, if any, expenses, costs,
     attorneys' fees and disbursements, indemnities and other amounts payable
     thereunder or in connection therewith or related thereto.

     "Obligor" means the Company, as an obligor under the Security Agreement.

     "Original Issuance Date" means November 9, 2005, the date the Senior Note
     is executed and issued.

     "Payment Date" means (a) March 31, June 30, September 30 and December 31 of
     each year and (b) the Maturity Date.

     "Person" means any entity, whether of natural or legal constitution,
     including any present or future individual, corporation, partnership, joint
     venture, limited liability company, unlimited liability company, trust,
     estate, unincorporated organization, government or any agency or political
     subdivision thereof, domestic or foreign.

     "Restricted Payment" means, with respect to any specified Person:

          (a) the declaration or payment of any dividend or distribution on or
     in respect of any shares of any class of capital stock of or other equity
     interests in such specified Person;

          (b) the purchase, redemption or other retirement of any shares of any
     class of capital stock of or other equity interest in such specified
     Person, or of options, warrants or other rights for the purchase of such
     shares, directly, indirectly through a subsidiary or corporate parent or
     otherwise (including any such purchase, redemption or other retirement of
     any such securities held by employees upon termination of its employment);

          (c) loans made by such specified Person to any director, shareholder,
     member, partner, Affiliate, officer or employee of such Person; and

          (d) all other payments to a holder of any class of capital stock of or
     other equity interests or subordinated securities in such specified Person
     or an Affiliate of such Person (other than reimbursement of reasonable
     out-of-pocket expenses).

     "Security Agreement" means the Security Agreement, dated as of the Closing
     Date, by and between the Company and the Purchaser.

     "Senior Noteholder(s)" means the holder(s) of the Senior Note.

     "Subordinated Indebtedness" means Indebtedness incurred or to be incurred
     by the Company that is subordinated to the Note Obligations (pursuant to a
     subordination


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     agreement to be entered into by and among the Company, the Senior
     Noteholders and the subordinated creditor) in a manner satisfactory to the
     Senior Noteholders and contains terms, including, without limitation,
     payment terms, satisfactory to the Senior Noteholders.

     "Subsidiary" means any future direct or indirect subsidiary of the Company
     (all such entities collectively, "Subsidiaries").

2.   AUTHORIZATION AND SALE.

     2.1. Purchase and Sale of the Senior Note. Subject to the terms and
          conditions of this Agreement and on the basis of the representations
          and warranties set forth herein, the Company hereby agrees to sell to
          the Purchaser, and by its acceptance hereof, the Purchaser agrees to
          purchase from the Company for investment the Senior Note for an
          aggregate purchase price of 2,000,000 USD (the "Purchase Price").

     2.2. Closing. At the closing of the purchase and sale of the Senior Note
          (the "Closing"), against payment of the Purchase Price to the Company
          by wire transfer of immediately available funds, the Company will
          deliver the Senior Note.

     2.3. Use of Proceeds. The proceeds of the sale of the Senior Note shall be
          used solely to support the working capital needs of the Company's
          business taking into account the execution of the Traffic Network
          Affiliation Agreement with Corus Entertainment Inc. (the "Corus
          Affiliation Agreement"). When reference is made herein to the business
          of the Company and the Subsidiaries, such includes the business after
          giving effect to the Corus Affiliation Agreement.

3.   TERMS OF THE SENIOR NOTE.

     3.1. Interest on the Senior Note.

          3.1.1. The Senior Note shall bear interest at a rate equal to the
               Applicable Interest Rate on the unpaid principal amount thereof
               from and including the Original Issuance Date until the Maturity
               Date. Such interest shall accrue and be payable quarterly in
               arrears. After and during the continuance of any Event of
               Default, the Senior Note shall bear interest at the rate equal to
               the Default Interest Rate, including, in the event of a payment
               default, on any overdue principal and to the extent permitted by
               applicable law, on any overdue amount, including overdue
               interest. On each Payment Date, interest on the Senior Note shall
               be payable in cash.

          3.1.2. Interest on the Senior Note shall be computed on the basis of a
               365-day year. In computing such interest, the date of the making
               of the Senior Note shall be included and the date of payment
               shall be excluded.


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     3.2. Payment of Senior Note.

          3.2.1. Payment at Maturity of the Senior Note. On the Maturity Date,
               the Company will pay in cash the entire principal amount of all
               the Senior Note then outstanding, together with all accrued and
               unpaid interest thereon.

          3.2.2. Voluntary Prepayments. The Senior Note may be prepaid at any
               time, and from time to time, at the Company's option, in whole,
               and not in part, on 30 days' prior notice to the Senior
               Noteholders; provided, that any such voluntary prepayment of the
               Senior Note shall include accrued and unpaid interest on the
               amount so prepaid, if any, up to but not including the date of
               such payment.

     3.3. Prepayment Procedure. All payments, including any prepayment (whether
          voluntary or mandatory), shall be made by wire transfer or other same
          day funds to the accounts designated in writing by the Senior
          Noteholders (or such other account or address or to the attention of
          such other Person as the recipient party shall have specified by prior
          written notice to the sending party).

     3.4. Taxes.

          3.4.1. If the Company shall be required by law to deduct any taxes,
               levies, imposts, deductions, charges or withholdings imposed by
               the United States, Canada or Australia or any political
               subdivision thereof, excluding taxes imposed or based on the
               recipient's overall net income, and franchise or capital taxes
               imposed on it in lieu of net income taxes (all such non-excluded
               taxes, levies, imposts, deductions, charges, withholdings and
               liabilities in respect of payments under the Senior Note,
               "Taxes") from or in respect of any sum payable hereunder or under
               any Senior Note to any Senior Noteholder, (i) the Company shall
               make such deductions and (ii) the Company shall remit the full
               amount deducted to the relevant taxation authority or other
               authority in accordance with applicable law. Within 30 days after
               the date of any payment of Taxes, the Company shall furnish to
               such Senior Noteholder the original or certified copy of a
               receipt evidencing payment thereof.

          3.4.2. In addition, the Company agrees to pay any present or future
               stamp or documentary taxes or any other excise or property taxes,
               charges or similar levies which arise from any payment made
               hereunder or from the execution, delivery or registration of,
               performance under, or otherwise with respect to, this Agreement
               or the Senior Note.

          3.4.3. Each Senior Noteholder organized under the laws of a
               jurisdiction outside the United States and/or Canada, prior to
               its receipt of any payment on the Senior Note, shall provide the
               Company with (i) the appropriate tax forms under such
               jurisdiction certifying that such Senior Noteholder is entitled
               to


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               benefits under an income tax treaty to which the United States
               and/or Canada is a party, which exempts the recipient from United
               States and/or Canada withholding tax on payments of interest or
               certifying that the income receivable pursuant to this Agreement
               is effectively connected with the conduct of a trade or business
               in the United States and/or Canada, (ii) Internal Revenue Service
               Form W-8 or W-9, as appropriate, or any successor form prescribed
               by the Internal Revenue Service or its Canadian equivalent, and
               (iii) any other form or certificate required by any taxing
               authority (including any certificate required by Sections 871(h)
               and 881(c) of the Code), certifying that such Senior Noteholder
               is entitled to an exemption from United States and/or Canada
               withholding tax on interest payments made pursuant to this
               Agreement.

          3.4.4. For any period with respect to which a Senior Noteholder has
               failed to provide the Company with the appropriate form pursuant
               to Section 3.4.3, such Senior Noteholder shall not be entitled to
               indemnification under this Section 3.4 with respect to Taxes
               imposed by the United States and/or Canada; provided, however,
               that should a Senior Noteholder which is otherwise exempt from
               Taxes become subject to Taxes because of its failure to deliver a
               form required hereunder, the Company shall, at such Senior
               Noteholder's expense, take such steps as such Senior Noteholder
               shall reasonably request to assist such Senior Noteholder to
               recover such Taxes.

          3.4.5. Without prejudice to the survival of any other agreement
               hereunder, the agreements and obligations contained in this
               Section 3.4 shall survive the payment in full of principal and
               interest under the Senior Note.

     3.5. Manner and Time of Payment.

          3.5.1. All payments under the Senior Note of principal, interest,
               premiums, expenses, costs and fees hereunder shall be made
               without defense, set-off or counterclaim, in same day funds and
               delivered to the Senior Noteholders not later than 2:00 p.m. (New
               York time) on the date such payment is due, with such payment to
               be made in each case, by wire transfer or other same day funds to
               such accounts designated in writing by the Senior Noteholders (or
               such other account or address or to the attention of such other
               Person as the recipient party shall have specified by prior
               written notice to the sending party); provided that funds
               received by such holders after 2:00 p.m. (New York time) shall be
               deemed to have been paid on the next succeeding Business Day.

          3.5.2. Whenever any payment to be made hereunder or under the Senior
               Note shall be stated to be due on a day which is not a Business
               Day, the payment shall be made on the next succeeding Business
               Day and such additional period shall be included in the
               computation of the payment of interest hereunder or under the
               Senior Note.


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4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
     warrants to the Purchaser as follows:

     4.1. Organization and Good Standing. The Company and each Subsidiary is a
          company duly organized, validly existing and in good standing under
          the laws of the jurisdiction of its organization. The Company and each
          Subsidiary (a) has all requisite power and authority to conduct its
          business as it is now being conducted and as proposed to be conducted,
          and (b) is duly qualified and in good standing as a foreign company in
          each jurisdiction where the failure to be so qualified and in good
          standing would have a material adverse effect upon its operations or
          condition (financial or otherwise). A copy of the certificate of
          incorporation and by-laws (or other constituent documents, as
          applicable) of the Company and each of its Subsidiaries (collectively,
          the "Governing Documents") are attached hereto as Schedule 4.1.

     4.2. Authorization. The Company and each Subsidiary has the full entity
          power and authority to enter into this Agreement and each other Loan
          Document to which it is party and to perform all of its obligations
          hereunder and thereunder. The Company and each Subsidiary has duly
          authorized by all necessary action, the execution, delivery and
          performance of this Agreement and each other Loan Document to which it
          is party. The Company and each Subsidiary has duly executed and
          delivered this Agreement and each other Loan Document to which it is
          party, and each such document constitutes a legal, valid and binding
          obligation of the Company and each Subsidiary, as the case may be,
          enforceable against the Company and each Subsidiary, in accordance
          with their terms, except as such enforceability may be limited by
          applicable bankruptcy, insolvency, reorganization, moratorium,
          liquidation or similar laws relating to, or affecting generally the
          enforcement of, creditors' rights and remedies or by other equitable
          principles of general application. No consent, approval, authorization
          or order of, declaration by, or filing or registration with, any court
          or governmental or regulatory agency or board, foreign or domestic, or
          any other Person is or will be required in connection with their
          execution and delivery of this Agreement or any other Loan Documents
          and their consummation of the transactions contemplated hereby or
          thereby.

     4.3. Capitalization. Schedule 4.3 set forth the authorized capital of the
          Company on the date hereof. After the Closing, the authorized and
          issued capital of the Company shall be the same. No Person is entitled
          to any preemptive rights or rights of first refusal with respect to
          the purchase or sale of any securities by the Company. There are no
          outstanding options, warrants or other rights, commitments or
          arrangements, written or oral, to which the Company is a party or by
          which the Company is bound, to purchase or otherwise acquire any
          authorized but unissued securities of the Company or any security
          directly or indirectly convertible into or exchangeable or exercisable
          for any equity of the Company.

     4.4. Valid Issuance of the Senior Note. The Senior Note being purchased by
          the Purchaser hereunder, when issued, sold and delivered in accordance
          with the


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          terms hereof for the Purchase Price, will be duly and validly
          authorized and issued and free of restrictions on transfer, other than
          restrictions imposed under this Agreement and applicable United States
          state or federal securities laws. The Senior Note will be issued in
          compliance with all applicable United States and Canadian securities
          laws.

     4.5. Subsidiaries. The Company has no Subsidiaries and no Investment in any
          other Person.

     4.6. Security Interest. The Security Agreement when executed and delivered
          as contemplated hereunder, will create and grant to the Purchaser a
          legal, valid and binding first priority Lien in the Collateral
          identified therein. Such Collateral is not subject to any other Liens
          whatsoever.

     4.7. Absence of Undisclosed Liabilities. The Company has not been engaged
          in any business other than as contemplated by this Agreement. Except
          as set forth on Schedule 4.7 hereto, the Company has no liabilities or
          obligations (whether accrued, absolute, contingent, unliquidated or
          otherwise, whether due or to become due) other than liabilities and
          obligations that were incurred by the Company in connection with the
          transactions contemplated by this Agreement.

     4.8. Compliance with Law and Other Instruments. Neither the issuance of the
          Senior Note nor the execution and delivery of this Agreement and each
          other Loan Document, nor the consummation of the transactions
          contemplated hereby or thereby, will (a) conflict with or constitute a
          breach or violation of, the Governing Documents, (b) conflict with,
          constitute a breach of, constitute a default under, or constitute an
          event which, with notice or lapse of time or both would be a breach of
          or default under, any agreement, document, indenture, mortgage, deed
          of trust or other instrument or undertaking to which the Company or
          any Subsidiary or their Affiliates is a party or by which any of its
          respective assets or properties are bound, (c) constitute a violation
          of any Legal Requirement applicable to the Company or the Subsidiaries
          or by which any of its respective assets or properties are bound, (d)
          result in the creation or imposition of any Lien upon any asset or
          property of the Company (other than the Liens to secure the Note
          Obligations), or (e) permit any party to terminate any agreement to
          which the Company or any Subsidiary is a party or under which the
          Company or any Subsidiary is a beneficiary.

     4.9. Litigation. Except as described on Schedule 4.9 hereto, there is no
          litigation or governmental proceeding or investigation pending or, to
          the best of the Company's knowledge, threatened against or affecting
          the Company or any Subsidiary or any of their directors or officers,
          that involves the possibility of any judgment or liability which might
          materially and adversely affect any of the business, operations,
          assets, liabilities, results of operations or condition (financial or
          otherwise), or prospects of the Company or any Subsidiary, the
          consummation of the transactions contemplated hereby or the right of
          the


                                      -10-

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          Company to conduct its business as now conducted or as proposed to be
          conducted, including after giving effect to the Corus Affiliation
          Agreement.

     4.10. Registration Rights. Except as described on Schedule 4.10 hereto and
          as contemplated herein, the Company has not granted or agreed to grant
          to any person or entity any rights (including "piggy-back"
          registration rights) to have any securities of the Company registered
          with the Securities and Exchange Commission, the Canadian equivalent
          thereof or any other governmental entity, foreign or domestic, which
          has not been satisfied.

     4.11. Permits. The Company and the Subsidiaries possess all franchises,
          certificates, licenses, authorizations and permits or similar
          authority (the "Permits") necessary to conduct their respective
          businesses, and neither the Company nor any Subsidiary has received
          any notice of proceedings relating to the revocation or modification
          of any such Permit or is in default in any material respect under any
          such Permit.

     4.12. Insurance. Set forth on Schedule 4.12 is a complete and correct list
          of the insurance policies of the Company and the Subsidiaries in
          effect on the date hereof. The Company and the Subsidiaries have valid
          and effective insurance policies issued in favor of the Company and
          the Subsidiaries with financially sound and reputable companies and in
          such types and amounts and covering such risks as are consistent with
          customary practices and standards of companies engaged in business and
          operations substantially similar to the Company and the Subsidiaries.

     4.13. Business Plan. The Company has prepared the business plan, dated as
          of July 13, 2005, a copy of which was previously delivered to
          Purchaser and is attached hereto as Schedule 4.13, in good faith,
          based on facts believed by the Company to be accurate and based on
          certain assumptions believed by the Company to be reasonable.

     4.14. GTC. GTC is a holding company and does not conduct any business or
          hold any assets, other than its ownership in CTN.

     4.15. Disclosure. Neither this Agreement, nor any other Loan Document, nor
          any other material furnished by or on behalf of the Company or any
          Subsidiary to the Purchaser in connection with this Agreement or any
          other Loan Document and the transactions contemplated hereby and
          thereby, contains any untrue statement of any material fact, or omits
          to state any material fact that is necessary in order to make the
          statements contained herein or therein, in light of the circumstances
          under which they were made, complete and not misleading.

5.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents
     and warrants to the Company as follows:

     5.1. Organization; Legal Capacity; Due Authorization. The Purchaser is a
          company duly incorporated, validly existing and in good standing under
          the laws of the


                                      -11-

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          State of Maryland and has full corporate power and authority to
          execute and deliver this Agreement and each other Loan Document to
          which it is a party and to perform its obligations hereunder and
          thereunder. This Agreement and each other Loan Document has been duly
          authorized by all necessary action and has been executed and delivered
          by the Purchaser and is the legal, valid and binding obligation of the
          Purchaser enforceable against it in accordance with the terms hereof,
          except as such enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium, liquidation or similar laws
          relating to, or affecting generally the enforcement of, creditors'
          rights and remedies or by other equitable principles of general
          application.

     5.2. No Consents. No consent, approval, authorization or order of,
          declaration by, or filing or registration with, any court or
          governmental or regulatory agency or board, foreign or domestic, or
          any other Person is or will be required in connection with its
          execution and delivery of this Agreement or any other Loan Documents
          and its consummation of the transactions contemplated hereby or
          thereby.

     5.3. Restrictions on Transfer. The Purchaser has been advised that the
          Senior Note has not been registered under the Securities Act of 1933,
          as amended (the "Securities Act"); or any state securities laws in the
          United States and, therefore, cannot be resold unless registered under
          the Securities Act and/or applicable state securities laws or unless
          an exemption from such registration requirements is available.

6.   CONDITIONS OF CLOSING. The obligation of the Purchaser to purchase the
     Senior Note at the Closing is subject to the satisfaction at or prior to
     the Closing of the following conditions:

     6.1. Representations and Warranties. The representations and warranties of
          the Company contained in Section 4 shall be true and correct on and as
          of the date hereof and on as of the Closing Date with the same effect
          as though such representations and warranties had been made on and as
          of the Closing Date.

     6.2. Performance. The Company shall have performed and complied with all
          agreements, obligations and conditions contained in this Agreement
          that are required to be performed or complied with by it at or prior
          to the Closing.

     6.3. Compliance Certificate. The Company shall deliver to the Purchaser at
          the Closing a certificate dated the Closing Date and signed by the
          President of the Company certifying that (a) the conditions specified
          in Sections 6.1 and 6.2 have been satisfied and (b) no Default shall
          exist on the Closing Date prior to or immediately after giving effect
          to the sale of Senior Note.

     6.4. Approvals. All authorizations, consents, waivers, approvals or permits
          of, notice to, or filings or registrations with, any Person or any
          governmental authority or regulatory body of the United States, Canada
          or of any state or province thereof


                                      -12-

<PAGE>

          that are required in connection with the lawful issuance and sale of
          the Senior Note to the Purchaser pursuant to this Agreement (other
          than those which are not required to be obtained before the Closing)
          shall have been duly obtained and shall be effective on and as of the
          Closing Date.

     6.5. Related Agreements. The Company and the other parties thereto (other
          than the Purchaser), as applicable, shall have duly authorized,
          executed and delivered the Loan Documents, in each case in form and
          substance satisfactory to the Purchaser.

     6.6. No Injunction. No statute, rule, regulation, executive order, decree,
          ruling or injunction shall have been enacted, entered, promulgated or
          endorsed by any governmental authority or regulatory body of competent
          jurisdiction which prohibits the consummation of any of the
          transactions contemplated by the Loan Documents or otherwise relating
          to the issuance and sale of the Senior Note.

     6.7. Litigation; Proceedings. Other than that disclosed on Schedule 4.9, no
          litigation, governmental proceeding or investigation shall have been
          instituted or threatened against the Company which could reasonably be
          expected to result in, individually or in the aggregate, a Material
          Adverse Change.

     6.8. Secretary's Certificates. The Company shall have delivered to the
          Purchaser a certificate dated the Closing Date and signed by the
          Secretary of the Company certifying: (a) that attached thereto is a
          true and complete copy of all resolutions authorizing (i) the
          execution, delivery and performance of this Agreement and each other
          Loan Document and (ii) the issuance, sale and delivery of the Senior
          Note, and that all such resolutions are in full force in effect and
          are all the resolutions adopted in connection with the transactions
          contemplated by this Agreement and the other Loan Documents; (b) that
          attached thereto is a true and complete copy of the Company's
          certificate of incorporation and by-laws, as in effect on the Closing
          Date; (c) that attached hereto is a true and complete copy of the
          Corus Affiliation Agreement, which was duly executed and delivered by
          the parties thereto and is in full force and effect in accordance with
          its terms; and (d) as to the incumbency and specimen signature of
          certain officers of the Company. Each Subsidiary shall have delivered
          to the Purchaser a certificate dated the Closing Date and signed by
          the Secretary of such Subsidiary certifying that attached thereto is a
          true and complete copy of such Subsidiary 's certificate of
          incorporation and by-laws, as in effect on the Closing Date.

     6.9. Legal Opinions. The Purchaser shall have received from each of Maslon
          Edelman Borman & Brand, LLP, US counsel for the Company and Gowling
          Lafleur Henderson LLP, Canadian counsel for the Company, a legal
          opinion, dated as of the Closing Date, with respect to the
          transactions contemplated by this Agreement and the other Loan
          Documents, which opinion shall be in form and substance satisfactory
          to the Purchaser.


                                      -13-

<PAGE>

     6.10. Sales Representation Agreement. The Company shall have entered into a
          Sales Representation Agreement with Metro Networks Communications,
          Limited Partnership, in the form attached hereto as Exhibit B.

     6.11. Traffic Data Agreement. The Company shall have entered into a Traffic
          Data Agreement with Metro Networks Communications, Limited
          Partnership, in the form attached hereto as Exhibit C.

     6.12. Good Standing Certificates. The Purchaser shall have received a
          certificate of good standing dated not more than three business days
          prior to the Closing Date from the respective jurisdictions of
          organizations of the Company and the Subsidiaries and from any
          jurisdiction in which such entities are qualified to do business.

7.   AFFIRMATIVE COVENANTS. The Company hereby covenants as follows:

     7.1. Payment of Note Obligations. The Company will duly and punctually pay
          the principal, interest and any other amounts owing under this
          Agreement and the Senior Note, in each case when due under the terms
          of this Agreement and the Senior Note, and the Company will observe
          and comply with all other requirements applicable to it pursuant to
          this Agreement and the other Loan Documents.

     7.2. Books and Records. The Company will keep adequate books and records
          with respect to its business activities in which proper entries,
          reflecting all financial transactions, are made on a consistent basis
          in accordance with GAAP.

     7.3. Taxes and Other Charges. The Company shall duly pay and discharge, or
          cause to be paid and discharged, before the same becomes in arrears,
          all taxes, assessments and other governmental charges imposed upon the
          Company and its properties, sales or activities, or upon the income or
          profits therefrom, as well as all claims for labor, materials or
          supplies which if unpaid might by law become a Lien upon any of its
          property; provided, however, that any such tax, assessment, charge or
          claim need not be paid if the validity or amount thereof shall at the
          time be contested in good faith by appropriate proceedings and if the
          Company shall, in accordance with GAAP, have set aside on its books
          adequate reserves with respect thereto; and provided, further, that
          the Company shall pay or bond, or cause to be paid or bonded, all such
          taxes, assessments, charges or other governmental claims immediately
          upon the commencement of proceedings to foreclose any Lien which may
          have attached as security therefor (except to the extent such
          proceedings have been dismissed or stayed).

     7.4. Legal Compliance. The Company shall comply with all Legal Requirements
          applicable to it.

     7.5. Use of Proceeds. The Company shall use the proceeds of the Senior Note
          only for the purposes set forth in Section 2.3 hereof.


                                      -14-

<PAGE>

     7.6. Separate Existence. The Company will do or cause to be done all things
          necessary to preserve and keep in full force and effect its separate
          corporate existence and its rights, privileges and franchises.

     7.7. Security Interest. The Company will at all times take, or cause to be
          taken, all actions necessary to maintain the first priority Lien
          granted to the Purchaser in the Collateral identified in the Security
          Agreement as a valid and perfected Lien, and supply all information to
          the Purchaser necessary for such maintenance.

     7.8. Control Accounts. The Senior Noteholders shall have a first priority
          security interest in the Control Accounts and the Company shall sign
          such documents, including without limitation UCC financing statements,
          and take such other actions from time to time reasonably requested by
          the Purchaser to obtain and maintain a first priority security
          interest in the Control Accounts, including causing the banks holding
          the Control Accounts to execute any document and take such actions as
          are reasonably requested by the Purchaser. The Company shall deposit
          all of the Company's cash and cash equivalents in the Control Accounts
          at the Closing; provided, however, that so long as no Default or Event
          of Default exists or is continuing, the Purchaser shall consent to
          withdrawals from the Control Accounts to permit the Company to pay its
          fees and expenses.

     7.9. Notice of Litigation, Material Adverse Change, Defaults. The Company
          shall promptly furnish to the Senior Noteholders notice of any
          litigation or any administrative or arbitration proceeding against the
          Company. The Company shall promptly, and in no event later than five
          (5) Business Days following the occurrence of the same, furnish to the
          Senior Noteholders notice of any Material Adverse Change to the
          Company or any Default or Event of Default hereunder.

     7.10. Financial Statements and Reports. The Company shall maintain a system
          of accounting in which correct entries shall be made of all
          transactions in relation to its business and affairs in accordance
          with GAAP. The Company shall deliver to the Senior Noteholders: (i)
          within 90 days after the end of each fiscal year a complete copy of
          the Company's financial statements, including its balance sheet,
          statement of operations and cash flow statement, prepared in
          accordance with GAAP, consistently applied, and (x) if such financial
          statements were audited, certified in an audit report by independent
          public accountants or (y) if such financial statements were not
          audited, certified by the principal financial officer of the Company
          as to its fair presentation in accordance with GAAP; (ii) within 45
          days after the end of each of the first three fiscal quarters, a copy
          of the Company's unaudited interim financial statements, including its
          balance sheet, statement of operations and cash flow statement, to be
          certified, subject to normal year-end audit adjustments and addition
          of footnotes, by the principal financial officer of the Company as to
          its fair presentation in accordance with GAAP as of such fiscal
          quarter end; (iii) within 35 days after the end of each calendar
          month, to the extent prepared, monthly financial statements, certified
          in accordance with clause (ii) of this Section 7.10, or if no monthly
          financial statements have been prepared, monthly sales reports; and
          (iv) as promptly as available, but in no event


                                      -15-

<PAGE>

          later than January 31st of such fiscal year, a copy of the Company's
          operating budget and a copy of its financial projections for the
          upcoming fiscal year, which projections shall have been prepared in
          good faith by the Company and shall have the same format as the
          financial statements provided in accordance with this Section 7.10.

     7.11. Other Information; Audit. From time to time at reasonable intervals
          upon request of any authorized officer of any Senior Noteholder, the
          Company shall furnish to such Senior Noteholder such other information
          regarding the business, assets, financial condition, income or
          prospects of the Company as such officer may reasonably request,
          including copies of all tax returns, agreements, and instruments to
          which the Company is party.

     7.12. Books, Records and Inspections; Consultation Rights. From time to
          time upon request of any Senior Noteholder, the Company will permit
          such Senior Noteholder and its representatives to visit and inspect
          any of the Company's properties, to examine its books of account and
          records, to make copies and extracts therefrom, to observe the taking
          of any physical inventories of its properties by them or its
          accountants, to discuss its affairs, finances and accounts with, and
          to be advised as to the same by, its officers and employees, and its
          independent public accountants (whose reasonable fees and expenses
          shall be paid by the Senior Noteholder), all upon reasonable prior
          written notice to the Company and at such reasonable times (during
          normal business hours) and intervals as such Person desires.

     7.13. Further Assurances. The Company will, at its expense and upon the
          reasonable request of Purchaser, duly execute and deliver, or cause to
          be duly executed and delivered, to Purchaser such further instruments
          and do and cause to be done such further acts as may be necessary or
          proper in the reasonable opinion of Purchaser to carry out more
          effectively the provisions and purposes of this Agreement and the
          other Loan Documents.

     7.14. Governing Documents. The Company shall comply in all material
          respects with the terms of its certificate of incorporation and
          by-laws.

     7.15. Preemptive Rights. If the Company proposes to issue or sell any
          equity interests or any equity-linked securities, the Company shall,
          no later than 30 days prior to the consummation of such transaction,
          notify in writing the Purchaser. The Company's notice shall describe
          the proposed sale or issuance, identify the proposed purchaser and
          contain an offer to sell to the Purchaser, at the same price and for
          the same consideration to be paid by the proposed purchaser,
          Purchaser's pro rata portion of the securities to be issued or sold
          (based on Purchaser's then percentage ownership of the Company's
          issued and outstanding equity on a fully-diluted basis). If the
          Purchaser fails to accept, or rejects, the Company's offer within 15
          days after its receipt of the Company's notice, the Company may
          proceed with the proposed sale or issuance of the securities offered
          to the Purchaser. This Section shall not apply to: (i) securities
          distributed or set aside


                                      -16-

<PAGE>

          ratably to all holders of equity securities of the Company on a per
          share equivalent basis, (ii) securities issuable pursuant to a stock
          option or equivalent plan approved by the Purchaser or (iii)
          securities issued in an Initial Public Offering.

8.   NEGATIVE COVENANTS. Subject to the last sentence of this Section, the
     Company hereby covenants as follows:

     8.1. Transfer of Securities. Prior to an Initial Public Offering, without
          the prior written consent of the Purchaser (which shall not be
          unreasonably withheld), the Company shall not permit the transfer of
          any equity interests and other securities (other than the Senior Note)
          of the Company to any Person.

     8.2. Additional Securities. The Company shall not authorize, issue or enter
          into any agreement providing for the issuance (contingent or
          otherwise) of any equity interests or any equity-linked securities
          (including debt securities) except in accordance with Section 7.15.
          Without the prior written consent of the Purchaser, the Company shall
          not reclassify any of its equity as in existence on the date hereof,
          or permit any Subsidiary to authorize, issue or enter into, any
          agreement providing for the issuance (contingent or otherwise) of any
          equity interests or any other security (including debt securities).

     8.3. No Amendment to Governing Documents. Without the prior written consent
          of the Purchaser, the certificate of incorporation and by-laws of the
          Company as in effect on the Closing Date shall not be amended,
          modified, waived or terminated in any manner which is adverse to the
          Purchaser, the Senior Note or the duty or ability of the Company to
          repay the Note Obligations.

     8.4. Incurrence of Indebtedness. The Company shall not create, assume,
          incur or in any manner be or become liable in respect of or permit to
          exist any Indebtedness, except for (a) the Senior Note; (b)
          Subordinated Indebtedness in an amount not to exceed 2,000,000 USD;
          (c) Subordinated Indebtedness to GTN; (d) Indebtedness incurred solely
          in connection with the purchase of aviation assets to be secured by
          the Excluded Collateral and (e) Indebtedness (the "Potential
          Acquisition Indebtedness") incurred solely in connection with the
          acquisition previously discussed and contemplated by the parties (the
          "Potential Acquisition") in an amount not to exceed the greater of (i)
          3,000,000 USD or (ii) the purchase price of the Potential Acquisition;
          provided, that, the Indebtedness of the Company, when measured on a
          consolidated basis with its affiliated group, shall not exceed the
          lesser of (i) Twenty Million United States Dollars (20,000,000 USD) or
          (ii) 500% of EBITDA for the most recently completed fiscal year of
          GTN, measured on a consolidated basis. For purposes of this Section,
          "EBITDA" means revenues, net of agency commissions and any other
          directly chargeable contract costs, less all selling costs and other
          direct and indirect operating expenses incurred, before interest,
          taxes, depreciation and amortization, recorded in accordance with
          GAAP.


                                      -17-

<PAGE>

     8.5. Prepayment of Indebtedness. The Company shall not directly or
          indirectly, voluntarily purchase, redeem, defease or prepay any
          principal of, premium, if any, interest or other amount payable in
          respect of any Indebtedness (excluding the Note Obligations).

     8.6. Liens. The Company shall not create, incur or enter into, or suffer to
          be created or incurred or to exist, any Lien (or become contractually
          committed to do so) on or with respect to any of its other properties
          or assets (whether now owned or hereafter acquired), except (x) Liens
          that secure the Note Obligations; (y) Liens permitted by Section 7.3
          and (z) Liens that secure the Excluded Collateral.

     8.7. Investments. Without the prior written consent of the Purchaser (not
          to be unreasonably withheld or delayed), the Company shall not have
          outstanding, acquire or hold any Investment (or become contractually
          committed to do so) except for the Potential Acquisition; provided,
          that, the Company shall notify the Purchaser of the final terms of the
          Potential Acquisition and to the extent such terms differ materially
          from those previously disclosed to Purchaser, Company shall receive
          the consent of Purchaser thereto (such consent not to be unreasonably
          withheld or delayed).

     8.8. Mergers, Asset Dispositions and Acquisitions. Except as contemplated
          by Section 8.7 hereto or the Initial Public Offering, the Company
          shall not (a) merge or consolidate with or acquire any other Person,
          unless (i) the target of such acquisition has an enterprise value of
          less than 500,000 USD or (ii) the Purchaser has approved such
          acquisition or (b) sell any, all or substantially all of its assets
          unless (i) such asset sale is for at least fair market value as
          determined in good faith by the Company, (ii) the consideration
          therefrom received by the Company is in the form of cash and (iii) the
          total cash proceeds from such asset sale are, within one Business Day
          of receipt thereof, used to prepay the Senior Note (to the extent
          outstanding) together with accrued and unpaid interest thereon, if
          any, up to but not including the date of such payment. Notwithstanding
          the foregoing, the Company may sell assets that are not required for
          the ongoing business of the Company, such determination to be made by
          the Company in its reasonable good faith determination; provided, that
          Company shall provide prior notice to the Purchaser when the assets to
          be sold exceed 50,000 USD.

     8.9. Restricted Payments. The Company shall not directly or indirectly,
          declare, order, pay, make or set apart any sum or property for any
          Restricted Payment (or become contractually committed to do so),
          except that the Company may make payments to GTN and GTC.

     8.10. Subordinated Indebtedness; Material Agreements. The Company shall not
          (i) make any payment of any part or all of any Subordinated
          Indebtedness or take any other action or omit to take any other action
          in respect of any Subordinated Indebtedness, except in accordance with
          the subordination agreement relative thereto, or (ii) without the
          Purchaser's prior written consent, agree to (a) any amendment or other
          modification of the subordination provisions of any


                                      -18-

<PAGE>

          documentation evidencing or relating to any Subordinated Indebtedness;
          (b) any amendment or other modification to any documentation
          evidencing any Subordinated Indebtedness that would increase the
          interest rate applicable thereto, accelerate the maturity date of any
          payment owing in respect thereof (including any redemption, prepayment
          or defeasance provision or the Company's obligation to pay cash
          interest); or (c) otherwise amend or modify any of the provisions of
          such Subordinated Indebtedness or any other material agreement of the
          Company in any manner that adversely affects the Senior Noteholders.
          The parties acknowledge that the Potential Acquisition Indebtedness
          shall be pari passu with the Senior Note.

     8.11. Business Activities. For as long as any principal remains outstanding
          under the Senior Note, the Company shall not compete with the
          Purchaser or any Business Affiliate (defined below) of the Purchaser
          in the United States, including without limitation, any of the
          following: (i) the management or operation of a traffic, news,
          weather, sports, entertainment or other information report gathering
          or broadcast service; (ii) soliciting client advertisers ("Sponsors")
          of the Purchaser, its Subsidiaries and Business Affiliates, and
          dealing with accounts with respect thereto; (iii) soliciting Business
          Affiliates of the Purchaser to enter into any contract or arrangement
          with any Person to provide traffic, news, weather, sports or other
          information report gathering or broadcast services; (iv) the sale or
          packaging of Competitive Broadcast Advertising Vehicles (defined
          below); or (v) forming or providing operational assistance to any
          business or a division of any business engaged in the foregoing
          activities. The parties acknowledge that the Company generates the
          majority of its revenue from the sale of advertising time and
          accordingly, the parties agree that the Company may solicit in the
          United States and elsewhere sales of advertising time to be broadcast
          in Canada and that such activity shall not be considered a restricted
          activity for purposes of this Section. For purposes hereof, "Business
          Affiliates" means any Person with whom the Company has or had a
          contract or other arrangement to provide traffic, news, weather,
          sports, entertainment or other information, whether by broadcast,
          computer or any other means. For purposes hereof, "Competitive
          Broadcast Advertising Vehicles" means an advertising vehicle that
          consists of a five to twenty second commercial mention and/or
          announcement that is offered for sale in a package including the
          broadcast of such commercial mentions or identification on more than
          one radio station in any one metropolitan area.

     8.12. Liquidation. The Company shall not liquidate, dissolve or effect a
          recapitalization or reorganization in any form of transaction, or
          permit any of its Subsidiaries to liquidate, dissolve or effect a
          recapitalization or reorganization in any form of transaction.

     8.13. Dealings with Affiliates. Except as otherwise expressly provided
          hereunder, the Company shall not enter into, nor permit any Subsidiary
          to enter into, any transaction(s) (including, without limitation, any
          loans or extensions of credit, release of guarantee, management
          contract or royalty agreement, deferred or contingent compensation
          agreement, consulting or other agreement) with any


                                      -19-

<PAGE>

          Affiliate, except loans or extensions of credit, or transactions in
          the ordinary course of business at prices and on terms not less
          favorable to the Company or such Subsidiary than could be obtained on
          an arms-length basis from unrelated third parties and otherwise
          approved by the disinterested members of the Board.

     8.14. Sale-Leasebacks. The Company shall not engage in any sale-leaseback,
          synthetic lease or similar transaction involving any of its assets,
          other than as otherwise permitted pursuant to this Section 8.

     8.15. Change of Corporate Name or Location. The Company shall not (a)
          change its corporate name, or (b) change its chief executive office,
          principal place of business, corporate offices or warehouses or
          locations at which Collateral is held or stored, or the location of
          its records concerning the Collateral, in any case without (i)
          providing at least 30 days' prior written notice to Purchaser and (ii)
          receiving Purchaser's written acknowledgment that any reasonable
          action requested by Purchaser in connection therewith, including to
          continue the perfection of any Liens in favor of Purchaser in any
          Collateral, has been completed or taken, and provided that any such
          new location shall be in the continental United States or Canada.

     8.16. Changes in Certain Agreements. The Company shall not amend or
          supplement any of the provisions of any agreement in which the terms
          of such agreement would restrict or impair the right to perform of the
          Company or any Subsidiary under this Agreement or any of the Loan
          Documents.

     8.17. Changes in Accounting Methods. The Company shall not modify or change
          any method of accounting used by it in the preparation of its audited
          financial statements for its first completed fiscal year.

9.   EVENTS OF DEFAULT.

     If one or more of the following events (each herein referred to as an
"Event of Default") shall occur and be continuing:

     9.1. Payment Default. The Company shall fail to pay (i) any principal of,
          or premium, if any, on the Senior Note when the same becomes due and
          payable, whether upon maturity, prepayment, acceleration or otherwise,
          (ii) any cash interest on the Senior Note after the same shall become
          due and payable or (iii) any other amount due hereunder, and such
          failure shall continue for a period of five (5) business days; or

     9.2. Certain Covenants. The Company shall default in the performance or
          observance of any covenant contained in Section 7 or Section 8 and
          such default shall continue for a period of five (5) business days; or

     9.3. Other Defaults. The Company shall default in the performance or
          observance of any covenant, agreement or condition of this Agreement
          (other than those described or referred to in any other paragraph of
          this Section 9) or any other


                                      -20-

<PAGE>

          Loan Document and such Default shall continue for more than 30 days
          after the first to occur of (i) any officer of the Company shall
          obtain actual knowledge that such Default has occurred or (ii) receipt
          by the Company of written notice of such Default from the Purchaser;
          or

     9.4. Breach of Representations or Warranties. Any representation or
          warranty made by the Company in this Agreement, any other Loan
          Document or in any statement or certificate at any time given by it in
          writing pursuant hereto or in connection herewith or therewith shall
          (taken as a whole) be false, misleading or incomplete in any material
          respect on the date as of when made or deemed made; or

     9.5. Involuntary Bankruptcy, Appointment of Receiver, etc. (a) A court
          having jurisdiction in the premises shall enter a decree or order for
          relief in respect of the Company in an involuntary case under the
          Bankruptcy Code or any applicable bankruptcy, insolvency or other
          similar law now or hereafter in effect in the United States or any
          other jurisdiction, domestic or foreign, which decree or order is not
          stayed; or any other similar relief shall be granted and remain
          unstayed under any applicable law; or (b) an involuntary case is
          commenced against the Company under any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect; or a
          decree or order of a court having jurisdiction in the premises for the
          appointment of a receiver, liquidator, sequestrator, trustee,
          custodian or other officer having similar powers over the Company or
          over all or a substantial part of any of its respective properties,
          shall have been entered, or an interim receiver, trustee or other
          custodian of the Company for all or a substantial part of its
          respective properties is involuntarily appointed; or a warrant of
          attachment, execution or similar process is issued against any
          substantial part of the property of the Company, and the continuance
          of any such events in this clause (b) for 60 days unless dismissed,
          bonded, stayed, vacated or discharged; or

     9.6. Voluntary Bankruptcy, Appointment of Receiver, etc. The Company shall
          have an order for relief entered with respect to it or commence a
          voluntary case under the Bankruptcy Code or any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect in the
          United States or any other jurisdiction, domestic or foreign, or shall
          consent to the entry of an order for relief in an involuntary case, or
          to the conversion of an involuntary case to a voluntary case, under
          any such law, or shall consent to the appointment of or taking
          possession by a receiver, trustee or other custodian for all or a
          substantial part of its property; the making by the Company of any
          assignment for the benefit of creditors; or the board of directors of
          the Company (or any committee thereof) adopts any resolution or
          otherwise authorizes any action to approve any of the foregoing; or

     9.7. Judgments and Attachments. One or more judgments or decrees shall be
          entered against the Company involving a liability (to the extent not
          paid or covered by insurance) in excess of 100,000 USD for all such
          outstanding judgments and decrees and all such judgments or decrees
          shall not have been paid, vacated, discharged or stayed or bonded
          pending appeal within 30 days from the entry thereof; or


                                      -21-

<PAGE>

     9.8. Suspension of Business. The business of the Company shall be dissolved
          or liquidated or the usual business of the Company shall be suspended
          for a period of ten consecutive days; or

     9.9. Sale of Assets. The Company shall, whether by merger, sale or
          transfer, other than pursuant to an Initial Public Offering, sell more
          than twenty-five percent (25%) of its voting capital stock, or
          substantially all of its assets; or

     9.10. Default of Obligor. An Obligor shall default in the performance or
          observance of any obligation of an "Obligor" under the Security
          Agreement and such default shall continue for more than ten days; or

     9.11. Cross Defaults. Any default or event of default shall have occurred
          under the Subordinated Indebtedness or any other item of Indebtedness
          of the Company or any Subsidiary with a principal amount in excess of
          100,000 USD individually or in the aggregate, beyond any applicable
          grace period or waiver or extension thereof;

     then, (i) upon the occurrence of any Event of Default described in the
     foregoing Sections 9.5 or 9.6 with respect to the Company, the unpaid
     principal amount of the Senior Note, together with accrued interest
     thereon, shall automatically become immediately due and payable, without
     presentment, demand, protest or other requirements of any kind, all of
     which are hereby expressly waived by the Company, and (ii) upon the
     occurrence of any other Event of Default, the Purchaser may, upon written
     notice to the Company, declare the Senior Note to be due and payable,
     whereupon the principal amount of the Senior Note, together with accrued
     interest thereon, shall automatically become immediately due and payable,
     such without any other notice of any kind, and without presentment, demand,
     protest or other requirements of any kind, all of which are hereby
     expressly waived by the Company.

10.  RESTRICTIONS ON TRANSFER.

     10.1. Assignments.

          10.1.1. The Purchaser may at any time sell, assign, transfer or
               negotiate all or any part of its Senior Note; provided that such
               transfer is in compliance with applicable United States federal
               and state securities laws. In the case of any sale, assignment,
               transfer or negotiation of all or part of the securities
               authorized under this Section 10.1, the assignee, transferee or
               recipient shall have, to the extent of such sale, assignment,
               transfer or negotiation, the same rights, benefits and
               obligations as it would if it were a Purchaser with respect to
               such Senior Note or the loans evidenced thereby.

          10.1.2. The Company shall keep at its principal office, or the
               principal office of its counsel, a register in which the Company
               shall provide for the registration of the Senior Note and the
               transfer of the same shall be provided. Upon surrender for
               registration of transfer of such securities in accordance with


                                      -22-

<PAGE>

               Section 10.1 at the principal office of the Company, the Company
               shall, at its expense, promptly execute and deliver one or more
               new Senior Notes of like tenor and of a like principal or share
               amount, as applicable, registered in the name of such transferee
               or transferees and, in the case of a transfer in part, new Senior
               Notes in the appropriate amount registered in the names of such
               transferor. While the Senior Note is a "restricted security"
               within the meaning of Rule 144(a)(3) under the Securities Act,
               the Company shall provide the Purchaser with the information
               specified in, and meeting the requirements of, Rule 144A(d)(4)
               under the Securities Act in connection with any proposed
               transfer.

     10.2. Restrictive Securities Legend.

     The Senior Note shall bear a legend in substantially the following form:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OR PROVINCE, HAS
     BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO ITS DISTRIBUTION, AND
     MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR
     OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN (I) EFFECTIVE REGISTRATION
     STATEMENT UNDER THE ACT, (II) OPINION OF COUNSEL ACCEPTABLE TO THE
     PURCHASER THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED OR (III)
     EXEMPTION UNDER THE ACT. THIS SECURITY IS SUBJECT TO THE PROVISIONS OF A
     SENIOR NOTE PURCHASE AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE
     COMPANY."

     10.3. Termination of Restrictions. The restrictions imposed by Section 10.2
          hereof upon the transferability of the Senior Note shall cease and
          terminate as to any such particular security (i) when, in the opinion
          of legal counsel to the Company, such restrictions are no longer
          required in order to assure compliance with the Securities Act and any
          other applicable securities laws or (ii) when such Senior Note shall
          have been registered under the Securities Act or transferred pursuant
          to Rule 144 thereunder. Whenever such restrictions shall cease and
          terminate as to any security or such security shall be transferable
          under paragraph (k) of Rule 144, the holder thereof shall be entitled
          to receive from the Company, without expense, a replacement Senior
          Note not bearing the legend set forth in Section 10.2 hereof.

11.  MISCELLANEOUS.

     11.1. Fees and Expenses. Each party shall be responsible for all fees and
          expenses incurred by such party in connection with the negotiation,
          preparation, execution, delivery and performance of the Loan
          Documents; provided, that the Company agrees to pay in full upon
          demand the costs and expenses set forth in Section 6 of the Senior
          Note, including, without limitation, after the occurrence of an Event
          of Default, all costs and expenses (including, without limitation,
          reasonable fees and


                                      -23-

<PAGE>

          disbursements of counsel) incurred by the Senior Noteholders in
          enforcing any obligations of, or in collecting any payments due
          hereunder or under, the Senior Note by reason of such Event of Default
          or in connection with any refinancing or restructuring of the credit
          arrangements provided under this Agreement in the nature of a workout,
          or any insolvency or bankruptcy proceedings.

     11.2. Company Indemnity. In addition to the payment of expenses pursuant to
          Section 11.1, the Company (the "Company Indemnitor") agrees to
          indemnify, pay and hold the Senior Noteholders, and the officers,
          directors, employees, agents, and Affiliates of the Senior Noteholders
          (collectively referred to as the "Purchaser Indemnitees") harmless,
          from and against any and all other actual costs, expenses,
          liabilities, obligations, losses, damages, penalties, actions,
          judgments, suits, claims and disbursements of any kind or nature
          whatsoever (including, without limitation, the reasonable fees and
          disbursements of one counsel for such Purchaser Indemnitees) (a)
          resulting from any breach of any representation or warranty of the
          Company or any covenant, obligation or agreement of the Company
          contained herein or in any certificate or other document delivered in
          connection herewith, or (b) in connection with any investigative,
          administrative or judicial proceeding commenced or threatened
          (excluding claims among Purchaser Indemnitees and, with the exception
          of claims arising out of otherwise indemnifiable matters (e.g.,
          actions to enforce the indemnification rights provided hereunder), and
          excluding claims between the Company and a Purchaser Indemnitee),
          whether or not such Purchaser Indemnitee shall be designated a party
          thereto, which may be imposed on, incurred by, or asserted against
          that Purchaser Indemnitee, in any manner relating to or arising out of
          this Agreement, the Senior Note, the Loan Documents or the other
          documents related to the transactions contemplated hereby, the
          Purchaser's agreement to purchase the Senior Note or the use or
          intended use of the proceeds of any of the proceeds thereof to the
          Company (collectively, the "Purchaser Indemnified Liabilities");
          provided, that the Company Indemnitor shall not have any obligation to
          a Purchaser Indemnitee hereunder with respect to a Purchaser
          Indemnified Liability to the extent that such Purchaser Indemnified
          Liability arises from the gross negligence or willful misconduct of
          that Purchaser Indemnitee.

     11.3. Purchaser Indemnity. The Purchaser (the "Purchaser Indemnitor")
          agrees to indemnify, pay and hold the Company, and the officers,
          directors, employees, agents, and Affiliates of the Company
          (collectively referred to as the "Company Indemnitees") harmless, from
          and against any and all other actual costs, expenses, liabilities,
          obligations, losses, damages, penalties, actions, judgments, suits,
          claims and disbursements of any kind or nature whatsoever (including,
          without limitation, the reasonable fees and disbursements of one
          counsel for such Company Indemnitees) resulting from any breach of any
          representation or warranty of the Purchaser or any obligation or
          agreement of the Purchaser contained herein or in any certificate or
          other document delivered in connection herewith (collectively, the
          "Company Indemnified Liabilities"); provided, that the Purchaser
          Indemnitor shall not have any obligation to a


                                      -24-

<PAGE>

          Company Indemnitee hereunder with respect to a Company Indemnified
          Liability to the extent that such Company Indemnified Liability arises
          from the gross negligence or willful misconduct of that Company
          Indemnitee.

     11.4. Indemnification Procedure. Any Indemnitee seeking indemnification
          under Section 11.2 or Section 11.3 hereof shall give an Indemnitor
          prompt written notice of any claim that might give rise to Indemnified
          Liabilities setting forth a description of those elements of such
          claim of which such Indemnitee has knowledge; provided, that any
          failure to give such notice shall not affect the obligations of the
          Indemnitor unless (and then solely to the extent) such Indemnitor is
          actually prejudiced thereby. The Indemnitor shall have the right at
          any time during which such claim is pending to select counsel to
          defend and control the defense thereof and settle any claims for which
          it is responsible for indemnification hereunder (provided that the
          Indemnitor will not settle any such claim without (i) the appropriate
          Indemnitee's prior written consent or (ii) obtaining an unconditional
          release of the appropriate Indemnitee from all claims arising out of,
          or in any way relating to, the circumstances involving such claim) so
          long as in any such event the Indemnitor shall have stated in a
          writing delivered to the Indemnitee that, as between the Indemnitor
          and the Indemnitee, the Indemnitor is responsible to the Indemnitee
          with respect to such claim to the extent and subject to the
          limitations set forth herein; provided, that the Indemnitor shall not
          be entitled to control the defense of any claim in the event that in
          the reasonable opinion of counsel for the Indemnitee, there are one or
          more material defenses available to the Indemnitee which are not
          available to the Indemnitor; provided, further, that with respect to
          any claim as to which the Indemnitee is controlling the defense, the
          Indemnitor will not be liable to any Indemnitee for any settlement of
          any claim pursuant to Section 11.2 or Section 11.3, as applicable,
          that is effected without its prior written consent, which consent
          shall not be unreasonably withheld. To the extent that the undertaking
          to indemnify, pay and hold harmless set forth in Section 11.2 or
          Section 11.3, as applicable, may be unenforceable because it is
          violative of any law or public policy, the Company shall contribute
          the maximum portion which it is permitted to pay and satisfy under
          applicable law, to the payment and satisfaction of all Indemnified
          Liabilities incurred by the Indemnitees or any of them. For purposes
          hereof, "Indemnitor" means the Purchaser Indemnitor or the Company
          Indemnitor, as applicable; "Indemnitee" means a Purchaser Indemnitee
          or a Company Indemnitee and "Indemnified Liabilities" means either
          Purchaser Indemnified Liabilities or Company Indemnified Liabilities.

     11.5. Independence of Covenants. All covenants hereunder shall be given
          independent effect so that if a particular action or condition is not
          permitted by any of such covenants, the fact that it would be
          permitted by an exception to, or be otherwise within the limitation
          of, another covenant shall not avoid the occurrence of an Event of
          Default or Default if such action is taken or condition exists.


                                      -25-

<PAGE>

     11.6. Notices. Notices shall be deemed to have been received (i) upon
          delivery, if delivered in person, or (ii) on the next Business Day
          after dispatch, if sent by nationally recognized, overnight courier.
          Notices sent by facsimile transmission shall be deemed to have been
          received on the date sent if a Business Day (or, if not sent on a
          Business Day, on the next Business Day after the date sent by
          telecopy), provided that the sender has a confirmed receipt. Notices
          sent by registered or certified mail, postage prepaid shall be deemed
          to have been received on the fifth Business Day following the mailing
          thereof. The addresses for such communications shall be (i) with
          respect to the Company, addressed to Canadian Traffic Network ULC,
          Atria III, 2225 Sheppard Avenue East Suite 1204, North York, Ontario
          M2J 5C2 Attention: William Yde, Facsimile No.: n/a, with a copy to
          Global Traffic Canada, Inc., 7521 West Lake Mead Boulevard, Suite 300,
          Las Vegas, NV 89128, Attention: William Yde, Facsimile No.: (702)
          562-4001 and (ii) with respect to the Purchaser, addressed to Metro
          Networks Communications, Inc., 40 West 57th Street, 15th Floor, New
          York, New York 10019, Attention: EVP, Business Affairs and Business
          Development, Facsimile No: (212) 641-2154, with a copy to the General
          Counsel, Facsimile No: (212) 641-2198, or to such other address or
          facsimile number as any such party shall designate in writing to the
          other.

     11.7. Survival of Warranties and Certain Agreements. Any liability of the
          Company for any (i) breach of, or inaccuracy in, the representations
          and warranties made by it herein or (ii) breach of or default in the
          performance of the agreements made by it herein, shall survive the
          execution and delivery of this Agreement, the sale, issuance and
          delivery of the Senior Note hereunder and shall continue until the
          repayment of the Senior Note and the Note Obligations in full;
          provided, that if all or any part of such payment is set aside, the
          Company shall remain liable for any (i) breach of, or inaccuracy in,
          the representations and warranties made by it herein or (ii) breach of
          or default in the performance of such agreements, as applicable, in
          each case as if no such payment had been made. Notwithstanding
          anything in this Agreement or implied by law to the contrary, the
          agreements of the Company set forth in Sections 11.1 and 11.2 shall
          survive the payment of the Senior Note and the termination of this
          Agreement for any reason.

     11.8. Amendments and Waivers. No amendment, modification, termination or
          waiver of any provision of this Agreement, shall in any event be
          effective without the written consent of the Purchaser and the
          Company; provided, that no amendment, modification, waiver or consent
          shall, unless in writing and signed by the Senior Noteholder affected
          thereby, do any of the following: (a) extend the maturity or time of,
          or right to receive, payment of principal of, or premium, if any, or
          interest on, any Senior Note (other than as a result of waiving a
          Default or Event of Default giving rise to a right of acceleration,
          which shall each be by written consent of the Purchaser); or (b)
          reduce the rate of interest or the principal amount of any of the
          Senior Note; or (c) impair or affect the right of any Senior
          Noteholder to institute suit for enforcement of any such payment to
          which such Senior Noteholder is entitled pursuant to this Agreement;
          or (d) alter the percentage of Senior Note held by Senior Noteholders
          necessary to modify or take


                                      -26-

<PAGE>

          action under this Agreement; or (e) amend this Section 11.6. Any
          waiver or consent shall be effective only in the specific instance and
          for the specific purpose for which it was given. No notice to or
          demand on the Company in any case shall entitle the Company to any
          further notice or demand in similar or other circumstances. Any
          amendment, modification, termination, waiver or consent effected in
          accordance with this Section 11.6 shall be binding upon each holder of
          the Senior Note at the time outstanding and each future holder
          thereof.

     11.9. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or
          delay on the part of the Purchaser in the exercise of any power, right
          or privilege hereunder or under the Senior Note shall impair such
          power, right or privilege or be construed to be a waiver of any
          default or acquiescence therein, nor shall any single or partial
          exercise of any such power, right or privilege preclude other or
          further exercise thereof or of any other right, power or privilege.
          All rights and remedies existing under this Agreement or the Senior
          Note are cumulative to and not exclusive of, any rights or remedies
          otherwise available.

     11.10. Severability. If and to the extent that any provision in this
          Agreement or the Senior Note shall be invalid, illegal or
          unenforceable in any jurisdiction, the validity, legality and
          enforceability of the remaining provisions of this Agreement, the
          Senior Note or of the other obligations of the Company under any of
          such provisions, or of such provision or obligation in any other
          jurisdiction, or of such provision to the extent not invalid, illegal
          or unenforceable shall not in any way be affected or impaired thereby.

     11.11. Heading. Section and subsection headings in this Agreement are
          included herein for convenience of reference only and shall not
          constitute a part of this Agreement for any other purpose or be given
          any substantive effect.

     11.12. Applicable Law. This Agreement shall be governed by, and shall be
          construed and enforced in accordance with, the laws of State of New
          York, without regard to the principles of conflicts of laws.

     11.13. Successors and Assigns; Subsequent Holders. This Agreement shall be
          binding upon the parties hereto and their respective successors and
          assigns and shall inure to the benefit of the parties hereto and their
          successors and assigns. The terms and provisions of this Agreement and
          the Senior Note shall inure to the benefit of any assignee or
          transferee of the Company, to the extent the assignment is permitted
          hereunder, and in the event of such transfer or assignment, the rights
          and privileges herein conferred upon the Company or Purchaser shall
          automatically extend to and be vested in such transferee or assignee,
          all subject to the terms and conditions hereof. The Company's
          respective rights or any interest therein or hereunder may not be
          assigned without the written consent of the Purchaser.


                                      -27-

<PAGE>

     11.14. Consent to Jurisdiction and Service of Process. The Company and the
          Purchaser (including, but not limited to, their respective
          subsidiaries, officers, directors and controlling persons) hereby (i)
          irrevocably submit to the exclusive jurisdiction of any New York State
          court or Federal court sitting in New York County in any action
          related to, connected with or arising out of, in whole or in part,
          this Agreement, the Loan Documents or any Senior Note, (ii) agree that
          all claims in such action shall be decided in such court, (iii) waive,
          to the fullest extent it may effectively do so, the defense of
          inconvenient forum and (iv) consent to the service of process by
          certified mail, return receipt requested. The Company and the
          Purchaser hereby agree that service upon it in the manner provided for
          the giving of notices in Section 11.6 shall constitute sufficient
          notice. Nothing herein shall affect the right of any party to serve
          legal process in any manner permitted by law or affect its right to
          bring any action in any other court.

     11.15. Waiver of Jury Trial. The Company hereby waives, to the full extent
          permitted by applicable law, trial by jury in any litigation in any
          court with respect to, in connection with, or arising out of this
          Agreement or any other Loan Document or the validity, protection,
          interpretation, collection or enforcement thereof. Notwithstanding
          anything contained in this Agreement to the contrary, no claim may be
          made by the Company against the Purchaser for any lost profits or any
          special, indirect or consequential damages in respect of any breach or
          wrongful conduct (other than willful misconduct constituting actual
          fraud) in connection with, arising out of or in any way related to the
          transactions contemplated hereunder or under the other Loan Documents,
          or any act, omission or event occurring in connection therewith. The
          Company hereby waives, releases and agrees not to sue upon any such
          claim for any such damages. The Company agrees that this Section 11.15
          is a specific and material aspect of this Agreement and acknowledges
          that the Purchaser would not extend to the Company any monies
          hereunder if this Section 11.15 were not part of this Agreement.

     11.16. Counterparts. This Agreement and any amendments, waivers, consents
          or supplements may be executed in counterparts and by different
          parties hereto in separate counterparts, including by facsimile, each
          of which when so executed and delivered shall be deemed an original,
          but all of which together shall constitute one and the same
          instrument.

     11.17. Entirety. This Agreement and the other Loan Documents embody the
          entire agreement among the parties and supersede all prior agreements
          and understandings, if any, relating to the subject matter hereof and
          thereof. In the event of any conflict between the Senior Note and the
          terms set forth in Section 3 hereof, the terms and provisions of the
          Senior Note shall govern.

     11.18. Further Assurances. Either party, at the request of the other, will
          take, or cause to be taken, all actions, and to do, or cause to be
          done, and to assist and cooperate in doing, as may reasonably be
          deemed necessary or desirable, all things necessary to consummate and
          make effective in a practicable manner, the transactions contemplated
          by this Agreement and the other Loan Documents, including,


                                      -28-

<PAGE>

          without limitation, the execution and delivery of any additional
          waivers, consents, confirmations, agreements, instruments or
          documents, or the taking of all actions, necessary to issue and sell
          the Senior Note to the Purchaser and to otherwise carry out the
          purpose and intent of this Agreement and the other Loan Documents.

     11.19. Termination. When all Note Obligations have been paid, performed and
          reasonably determined by the Purchaser to have been indefeasibly
          discharged in full, and if at the time no Senior Noteholder continues
          to be committed to extend any credit to the Company hereunder, this
          Agreement shall terminate and, at the Company's written request,
          accompanied by such certificates and other items as the Purchaser
          shall reasonably deem necessary, the Collateral shall revert to the
          Company and the right, title and interest of the Senior Noteholders
          therein shall terminate. Thereupon, on the Company's demand and at
          their cost and expense, the Purchaser shall execute proper
          instruments, acknowledging satisfaction of and discharging this
          Agreement, and shall re-deliver to the Company any Collateral then in
          its possession; provided, however, that Sections 11.1, 11.2, 11.3,
          11.7 and 11.19 shall survive the termination of this Agreement.

                [Remainder of page is intentionally left blank.]


                                      -29-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Senior Note Purchase
Agreement as of the date first above written.

COMPANY:

CANADIAN TRAFFIC NETWORK ULC


By: /s/ William L. Yde III
    ------------------------------------
Name: William L. Yde III
      ----------------------------------
Title: Director
       ---------------------------------


PURCHASER:

METRO NETWORKS COMMUNICATIONS, INC.


By: /s/ Gary Worobow
    ------------------------------------
Name: Gary Worobow
      ----------------------------------
Title: EVP
       ---------------------------------