EXHIBIT 10.29


       THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
       SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED,
     PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS COVERING THE
     SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO
     THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE
       OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION AND
           PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND SUCH LAWS.

                          AMENDED AND RESTATED WARRANT

                          TO PURCHASE 100,000 SHARES OF
                                 COMMON STOCK OF
                       CHILDREN'S BROADCASTING CORPORATION


        THIS CERTIFIES THAT, for good and valuable consideration, Foothill
Capital Corporation ("Foothill"), or its registered assigns, is entitled to
subscribe for and purchase from Children's Broadcasting Corporation, a Minnesota
corporation (the "Company"), at any time commencing March 13, 1998 up to and
including November 25, 2001, One Hundred Thousand (100,000) fully paid and
nonassessable shares of the Common Stock of the Company at the price of Three
and 68/100 Dollars ($3.68) per share (the "Warrant Exercise Price"), subject to
the antidilution provisions of Section 5 of this Warrant. Reference is made to
this Amended and Restated Warrant (hereafter, the "Warrant") in the Amended and
Restated Loan and Security Agreement dated July 1, 1997, as amended by that
certain Amendment Number One to Amended and Restated Loan Agreement dated
September 25, 1997 and that certain Amendment Number Two to Amended and Restated
Loan Agreement dated March 13, 1998 (collectively, the "Loan Agreement"), by and
between the Company and Foothill. The original warrant being amended and
restated herein was issued on July 1, 1997 pursuant to the Loan Agreement as in
effect at that time. The shares which may be acquired upon exercise of this
Warrant are referred to herein as the "Warrant Shares." As used herein, the term
"Holder" means Foothill, any party who acquires all or a part of this Warrant as
a registered transferee of Foothill, or any record holder or holders of the
Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant; the term "Common Stock" means and includes the Company's presently
authorized Common Stock, and shall also include any capital stock of any class
of the Company hereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the Holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution, or winding up of the Company.

        This Warrant is subject to the following provisions, terms and
conditions:

        1. Exercise; Transferability.

        (a) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock), by written notice of exercise (in the form attached hereto) delivered to
the Company at the principal office of the Company prior to the expiration of
this Warrant and accompanied or preceded by the surrender of this Warrant along
with payment of the Warrant Exercise Price for such shares (a) in cash, by check
or by wire transfer of federal funds, (b) to the extent permitted by law, by
offset of the Obligations (as defined in the Loan Agreement), or (c) by a
combination of the methods specified in clauses (a) and (b).

        (b) This Warrant may not be sold, transferred, assigned, hypothecated or
divided except as provided in Section 7 hereof.

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        2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant;
provided, however, that if Foothill shall be such Holder, an agreement of
indemnity by such Holder shall be sufficient for all purposes of this Section 2.
This Warrant shall be promptly canceled by the Company upon the surrender hereof
in connection with any exchange or replacement. The Company shall pay all
expenses, taxes (other than stock transfer taxes), and other charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 2.

        3. Issuance of the Warrant Shares.

        (a) The Company agrees that the shares of Common Stock purchased hereby
shall be and are deemed to be issued to the Holder as of the close of business
on the date on which this Warrant shall have been surrendered and the payment
made for such Warrant Shares as provided herein. Subject to the provisions of
the next section, certificates for the Warrant Shares so purchased shall be
delivered to the Holder within a reasonable time, not exceeding fifteen (15)
days after the rights represented by this Warrant shall have been so exercised,
and, unless this Warrant has expired, a new Warrant representing the right to
purchase the number of Warrant Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time.

        (b) Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Nothing herein, however, shall obligate the Company to effect registrations
under federal or state securities laws, except as provided in Section 9. If
registrations are not in effect and if exemptions are not available when the
Holder seeks to exercise the Warrant, the Warrant exercise period will be
extended, if need be, to prevent the Warrant from expiring, until such time as
either registrations become effective or exemptions are available, and the
Warrant shall then remain exercisable for a period of at least 45 calendar days
from the date the Company delivers to the Holder written notice of the
availability of such registrations or exemptions. The Holder agrees to execute
such documents and make such representations, warranties, and agreements as may
be required solely to comply with the exemptions relied upon by the Company, or
the registrations made, for the issuance of the Warrant Shares.

        4. Covenants of the Company. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the purchase rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.

        5. Antidilution Adjustments. The provisions of this Warrant are subject
to adjustment from time to time as provided in this Section 5.

        (a) The Warrant Exercise Price shall be adjusted from time to time such
that in case the Company shall hereafter:

                (i) pay any dividends on any class of stock of the Company
        payable in Common Stock or securities convertible into Common Stock;

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                (ii) subdivide its then outstanding shares of Common Stock into
        a greater number of shares; or

                (iii) combine outstanding shares of Common Stock, by
        reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event (including the maximum number of shares of
Common Stock issuable in respect of any then outstanding securities convertible
into Common Stock), multiplied by the then existing Warrant Exercise Price, by
(b) the total number of shares of Common Stock outstanding immediately after
such event (including the maximum number of shares of Common Stock issuable in
respect of any then outstanding securities convertible into Common Stock), and
the resulting quotient shall be the adjusted Warrant Exercise Price per share.
An adjustment made pursuant to this subsection shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result of an adjustment
made pursuant to this subsection, the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Company, the Board of Directors (whose determination shall be conclusive)
shall determine, in good faith, which determination shall be described in a duly
adopted board resolution certified by the Company's Secretary, the allocation of
the adjusted Warrant Exercise Price between or among shares of such classes of
capital stock or shares of Common Stock and other capital stock. All
calculations under this subsection shall be made to the nearest cent or to the
nearest 1/100 of a share, as the case may be. In the event that at any time as a
result of an adjustment made pursuant to this subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive any
shares of the Company other than shares of Common Stock, thereafter the Warrant
Exercise Price of such other shares so receivable upon exercise of any Warrant
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to Common Stock
contained in this Section.

        (b) In case the Company shall issue shares of Common Stock, or rights,
options, warrants or convertible or exchangeable securities containing the right
to subscribe for or purchase shares of Common Stock (excluding (i) shares,
rights, options, warrants, or convertible or exchangeable securities described
in subparagraphs (f) or (g) of Section 11 hereof or issued in any of the
transactions described in subparagraphs (a) or (d) of this Section 5, (ii)
shares issued upon the exercise of such rights, options or warrants or upon
conversion or exchange of such convertible or exchangeable securities, and (iii)
the Warrants and any shares issued upon exercise thereof), at a price per share
of Common Stock (determined in the case of such rights, options, warrants, or
convertible or exchangeable securities by dividing (x) the total amount
receivable by the Company in consideration of the sale and issuance of such
rights, options, warrants, or convertible or exchangeable securities, plus the
total minimum consideration payable to the Company upon exercise, conversion, or
exchange thereof by (y) the total maximum number of shares of Common Stock
covered by such rights, options, warrants, or convertible or exchangeable
securities) lower than the Market Price (as such term is defined in Section 8
hereof) per share of Common Stock on the date the Company fixes the offering
price of such shares, rights, options, warrants, or convertible or exchangeable
securities, then the Warrant Exercise Price shall be adjusted so that it shall
equal the price determined by multiplying the Warrant Exercise Price in effect
immediately prior thereto by a fraction (i) the numerator of which shall be the
sum of (A) the number of shares of Common Stock outstanding immediately prior to
such sale and issuance plus (B) the number of shares of Common Stock which the
aggregate consideration received (determined as provided below) for such sale or
issuance would purchase at such Market Price per share, and (ii) the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately after such sale and issuance. Such adjustment shall be made
successively whenever such an issuance is made. For the purposes of such
adjustment, the maximum number of shares of Common Stock which the holder of any
such rights, options, warrants or convertible or exchangeable securities shall
be entitled to subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale and issuance and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants, or convertible or
exchangeable securities, plus the minimum

<PAGE>


consideration or premium stated in such rights, options, warrants, or
convertible or exchangeable securities to be paid for the shares of Common Stock
covered thereby. In case the Company shall sell and issue shares of Common
Stock, or rights, options, warrants, or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock for a
consideration consisting, in whole or in part, of property other than cash or
its equivalent, then in determining the price per share of Common Stock and the
consideration received by the Company for purposes of the first sentence of this
subparagraph (b), the Board of Directors of the Company shall determine, in good
faith, the fair value of said property, and such determination shall be
described in a duly adopted board resolution certified by the Company's
Secretary. In case the Company shall sell and issue rights, options, warrants,
or convertible or exchangeable securities containing the right to subscribe for
or purchase shares of Common Stock together with one or more other securities as
a part of a unit at a price per unit, then in determining the price per share of
Common Stock and the consideration received by the Company for purposes of the
first sentence of this subparagraph (b), the Board of Directors of the Company
shall determine, in good faith, which determination shall be described in a duly
adopted board resolution certified by the Company's Secretary, the fair value of
the rights, options, warrants, or convertible or exchangeable securities then
being sold as part of such unit. Such adjustment shall be made successively
whenever such an issuance occurs, and in the event that such rights, options,
warrants, or convertible or exchangeable securities expire or cease to be
convertible or exchangeable before they are exercised, converted, or exchanged
(as the case may be), then the Warrant Exercise Price shall again be adjusted to
the Warrant Exercise Price that would then be in effect if such sale and
issuance had not occurred, but such subsequent adjustment shall not affect the
number of Warrant Shares issued upon any exercise of Warrants prior to the date
such subsequent adjustment is made.

        (c) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) or Section 5(b) above, the Holder of each Warrant shall thereafter
(until another such adjustment) be entitled to purchase at the adjusted Warrant
Exercise Price the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares specified in such Warrant (as
adjusted as a result of all adjustments in the Warrant Exercise Price in effect
prior to such adjustment) by the Warrant Exercise Price in effect prior to such
adjustment and dividing the product so obtained by the adjusted Warrant Exercise
Price.

        (d) In case of any consolidation or merger to which the Company is a
party, other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which the
Holder would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of the
provisions set forth in this Section with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this Section shall thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.

        (e) Upon any adjustment of the Warrant Exercise Price, then and in each
such case, the Company shall give written notice thereof, by first-class mail,
postage prepaid, addressed to the Holder as shown on the books of the Company,
which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of
Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

        6. No Voting Rights. This Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company.

<PAGE>


        7. Notice of Transfer of Warrant or Resale of the Warrant Shares.

        (a) Subject to the sale, assignment, hypothecation, or other transfer
restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof,
agrees to give written notice to the Company before transferring this Warrant or
transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company's
counsel and to counsel to the original purchaser of this Warrant. If in the
opinion of each such counsel the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on the Warrant or the
certificates for such Warrant Shares respecting restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the "Act"), and applicable state
securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be reasonably required solely to comply with
the exemptions relied upon by the Company or the Holder for the transfer or
disposition of the Warrant or Warrant Shares.

        (b) If in the opinion of counsel referred to in this Section 7, the
proposed transfer or disposition of this Warrant or such Warrant Shares
described in the written notice given pursuant to this Section 7 may not be
effected without registration or qualification of this Warrant or such Warrant
Shares, the Company shall promptly give written notice thereof to the Holder.

        8. Fractional Shares. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Market Price of such fractional share over
the proportional part of the Warrant Exercise Price represented by such
fractional share, plus (b) the proportional part of the Warrant Exercise Price
represented by such fractional share. For purposes of this Section, the term
"Market Price" with respect to shares of Common Stock of any class or series
means the last reported sale price or, if none, the average of the last reported
closing bid and asked prices on any national securities exchange, the Nasdaq
National Market or Nasdaq SmallCap Market, or if not listed on a national
securities exchange or quoted on Nasdaq, the average of the last reported
closing bid and asked prices as reported in the "pink sheets" or other standard
compilation of quotations by market makers in the over-the-counter market.

        9. Registration Rights.

        (a) If at any time after March 13, 1998 and on or before November 25,
2001, the Company proposes to register under the Act (except by a Form S-4 or
Form S-8 Registration Statement or any successor forms thereto) or qualify for a
public distribution under Section 3(b) of the Act, any of its equity securities
or debt with equity features, it will give written notice to all Holders of this
Warrant, any Warrants issued pursuant to Section 2 or Section 3(a) hereof, and
any Warrant Shares of its intention to do so and, on the written request of any
such Holder given within twenty (20) days after receipt of any such notice
(which request shall specify the interest in such Warrants or the Warrant Shares
intended to be sold or disposed of by such Holder and describe the nature of any
proposed sale or other disposition thereof), the Company will use its best
efforts to cause all Warrant Shares, the Holders of which shall have requested
the registration or qualification thereof, to be included in such Registration
Statement proposed to be filed by the Company; provided, however, that if a
greater number of Warrant Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the proposed
offering, then the amount of Warrants and Warrant Shares proposed to be offered
by such Holders for registration, as well as the number of securities of any
other selling stockholders participating in the registration, shall be
proportionately reduced to a number deemed satisfactory by the managing
underwriter. For purposes of this Section 9(a), the

<PAGE>


Holders who have requested registration of Warrant Shares to be acquired upon
the exercise of Warrants not theretofore exercised shall furnish the Company
with an undertaking that they or the underwriters or other persons to whom such
Warrants will be transferred have undertaken to exercise such Warrants and to
sell, transfer or otherwise dispose of the Warrant Shares received upon exercise
of such Warrants in such registration.

        (b) Upon request made any time on or before November 25, 2001, by
Holders of Warrants and Warrant Shares (together, the "Securities") representing
at least fifty percent (50%) of the Securities then outstanding, the Company
will, at its expense, promptly take all necessary steps to register or qualify
all of the Warrant Shares under Section 3(b) or Section 5 of the Act and such
state laws as such Holders may reasonably request and, if so requested by such
Holders, the Company shall use its best efforts to cause such registration to be
underwritten on a firm commitment basis; provided that the Company shall not be
obligated to effect more than one (1) such registration pursuant to this Section
9(b) unless, in such initial registration, the Company shall have been unable to
effect the registration of all of the Warrant Shares, the Holders of which have
requested inclusion in such registration, (whether then outstanding or issuable
upon the exercise of Warrants then outstanding); in which case, the Company
shall be obligated to effect one (1) additional registration pursuant to this
Section 9(b) when requested by Holders who have not sold all of their Warrant
Shares. For purposes of this Section 9(b), the Holders who have requested
registration of Warrant Shares to be acquired upon the exercise of Warrants not
theretofore exercised shall furnish the Company with an undertaking that they or
the underwriters or other persons to whom such Warrants will be transferred have
undertaken to exercise such Warrants and to sell, transfer or otherwise dispose
of the Warrant Shares received upon exercise of such Warrants in such
registration. In the event of an underwritten offering pursuant to this Section
9(b), the Holders requesting registration of the Warrant Shares being registered
(i) shall be entitled to select the underwriter; provided, that the underwriter
so selected shall be subject to approval by the Company, which approval shall
not be withheld unreasonably, and (ii) must agree to all usual and customary
underwriting terms and conditions including, but not limited to, any lock-up
period imposed on selling Holders (not to exceed 180 days); provided, however,
that the Company shall use its reasonable best efforts to cause each Holder of a
material number of shares of Common Stock to enter into similar lock-up
agreements in respect to such offering. The Company shall keep effective and
maintain any registration, qualification, notification or approval specified in
this paragraph for such period as may be necessary for the Holders of the
Warrants and the Warrant Shares to dispose thereof and from time to time shall
amend or supplement, at the Company's expense, the prospectus used in connection
therewith to the extent necessary in order to comply with applicable law,
provided that the Company shall not be obligated to maintain any registration
for a period of more than six (6) months after effectiveness, except that a Form
S-3 Registration Statement or successor thereof shall be maintained for up to
twelve (12) months after effectiveness. Notwithstanding the foregoing, if a
greater number of securities is offered for participation in the proposed
offering pursuant to this Section 9(b) than in the reasonable opinion of the
managing underwriter of the proposed offering can be accommodated without
adversely affecting the proposed offering, then the securities to be included in
the proposed offering shall be included as follows: first, the amount of the
Warrants and Warrant Shares proposed to be offered by the Holders for
registration; and second, the number of other securities of the Company and of
any other selling stockholders participating in the registration shall be
proportionately reduced to a number deemed satisfactory by the managing
underwriter.

        (c) With respect to each inclusion of securities in a Registration
Statement pursuant to Section 9(a) or 9(b) above, the Company shall bear the
following fees, costs, and expenses: all registration, filing and NASD fees,
Nasdaq fees, printing expenses, fees and disbursements of counsel and
accountants for the Company, reasonable fees and disbursements for one (1)
counsel for all the Holders, fees and disbursements of counsel for the
underwriter or underwriters of such securities (if the offering is underwritten
and the Company is required to bear such fees and disbursements), all internal
expenses, the premiums and other costs of policies of insurance against
liability arising out of the public offering, and legal fees and disbursements
and other expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or qualified. Except
as set forth in the foregoing sentence, fees and disbursements of special
counsel and accountants for the selling Holders, underwriting discounts and
commissions, and transfer taxes for selling Holders and any other expenses
relating to the sale of securities by the selling Holders shall be borne by the
selling Holders.

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        (d) The Company hereby indemnifies each of the Holders of this Warrant
and of any Warrant Shares, and the officers and directors and each other person,
if any, who control such Holders, within the meaning of Section 15 of the Act,
against all losses, claims, damages, and liabilities caused by (1) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (and as amended or supplemented if the
Company shall have furnished any amendments thereof or supplements thereto), any
Preliminary Prospectus or any state securities law filings; (2) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, or liabilities are caused by any untrue statement
or omission contained in information furnished in writing to the Company by such
Holder expressly for use therein; and each such Holder by its acceptance hereof
severally agrees that it will indemnify and hold harmless the Company, each of
its officers who signs such Registration Statement, and each person, if any, who
controls the Company, within the meaning of Section 15 of the Act, with respect
to losses, claims, damages, or liabilities which are caused by any untrue
statement or omission contained in information furnished in writing to the
Company by such Holder expressly for use therein. Unless otherwise required by
applicable law or judicial interpretation thereof, the liability of any selling
Holder hereunder shall not be greater in amount than the dollar amount of the
proceeds received by such Holder upon the sale of the Securities giving rise to
such indemnification obligation.

        (e) The Company shall not file or permit the filing of any registration
or comparable statement which refers to any Holder by name or otherwise as the
Holder of any securities of the Company unless such reference to such Holder is
specifically required by the Act or any similar federal statute then in force.

        (f) In connection with the preparation and filing of each registration
statement under the Act pursuant to this Section 9, the Company shall give the
selling Holders under such registration statement, their underwriters, if any,
and their respective counsel and accountants, the opportunity to participate in
the preparation of such registration statement, each prospectus included therein
or filed with the Securities and Exchange Commission (the "Commission"), and
each amendment thereof or supplement thereto, and will give each of them such
access to its books and records and such opportunities to discuss the business
of the Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
Holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Act.

        (g) If the indemnification provided for in Section 9(d) hereof from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities, or expenses referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of losses, claims, damages, liabilities, or expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and
indemnified party in connection with the actions which resulted in such losses,
claims, damages, liabilities, or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities,
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the proceeds
received by such Holder upon the sale of the Securities giving rise to such
contribution obligation. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9(g) were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in this Section 9(g). No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person or entity who was not
guilty of such fraudulent misrepresentation.

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        (h) The Company shall not after March 13, 1998 (the "Date of Grant"),
grant additional registration rights which conflict with the rights under this
Section 9.

        10. Right to Convert Warrant into Common Stock; Net Issuance.

        (a) Right to Convert. In addition to and without limiting the rights of
the Holder under the terms of this Warrant, the Holder shall have the right to
convert this Warrant or any portion thereof (the "Conversion Right") into shares
of Common Stock as provided in this Section 10 at any time or from time to time
during the term of this Warrant. Upon exercise of the Conversion Right and with
respect to a particular number of shares subject to this Warrant (the "Converted
Warrant Shares"), the Company shall deliver to the Holder (without payment by
the Holder of any exercise price or any cash or other consideration) that number
of shares of fully paid and nonassessable Common Stock equal to the quotient
obtained by dividing (i) the value of this Warrant (or the specified portion
hereof) on the Conversion Date (as defined in subsection (b) hereof), which
value shall be equal to (A) the aggregate Market Price of the Converted Warrant
Shares issuable upon exercise of this Warrant (or the specified portion hereof)
on the Conversion Date less (B) the aggregate Warrant Exercise Price of the
Converted Warrant Shares immediately prior to the exercise of the Conversion
Right by (ii) the Market Price of one share of Common Stock on the Conversion
Date.

        Expressed as a formula, such conversion shall be computed as follows:

            X =  A - B
                 -----
                   Y

            Where:       X =   the number of shares of Common Stock that may be
                               issued to holder

                               Y =   the Market Price (FMV) of one share of
                                     Common Stock

                               A =   the aggregate FMV (i.e., FMV x Converted
                                     Warrant Shares)

                               B =   the aggregate Warrant Exercise Price (i.e.,
                                     Converted Warrant Shares x Warrant Price)

            No fractional shares shall be issuable upon exercise of the
Conversion Right, and, if the number of shares to be issued determined in
accordance with the foregoing formula is other than a whole number, the Company
shall pay to the holder an amount in cash equal to the fair market value of the
resulting fractional share on the Conversion Date. For purposes of Section 9 of
this Warrant, Warrant Shares issued pursuant to the Conversion Right shall be
treated as if they were issued upon the exercise of this Warrant.

        (b) Method of Exercise. The Conversion Right may be exercised by the
Holder by the surrender of this Warrant at the principal office of the Company
together with a written statement specifying that the Holder thereby intends to
exercise the Conversion Right and indicating the number of shares subject to
this Warrant which are being surrendered (referred to in subsection (a) hereof
as the Converted Warrant Shares) in exercise of the Conversion Right. Such
conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the "Conversion Date"). Certificates for the shares issuable
upon exercise of the Conversion Right and, if applicable, a new warrant
evidencing the balance of the shares remaining subject to this Warrant, shall be
issued as of the Conversion Date and shall be delivered to the holder within
thirty (30) days following the Conversion Date.

        (c) Determination of Market Price. For purposes of this Section 10,
"Market Price" of a share of Common Stock shall have the meaning set forth in
Section 8 above.

        11. Representations and Warranties. The Company represents and warrants
to the Holder of this Warrant as follows:

<PAGE>


        (a) This Warrant has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and the rules of law or principles at
equity governing specific performance, injunctive relief and other equitable
remedies;

        (b) The Warrant Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable;

        (c) The rights, preferences, privileges and restrictions granted to or
imposed upon the Common Stock and the holders thereof are as set forth in the
articles of incorporation of the Company, as amended to the date of grant (as so
amended, the "Articles"), a true and complete copy of which has been delivered
to Foothill;

        (d) The execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with the terms
hereof will not be, inconsistent with the Articles or by-laws of the Company, do
not and will not contravene, in any material respect, any governmental rule or
regulation, judgment or order applicable to the Company, and do not and will not
conflict with or contravene any provision of, or constitute a default under, any
indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound or require the consent or approval of, the giving
of notice to, the registration or filing with or the taking of any action in
respect of or by, any Federal, state or local government authority or agency or
other person, except for the filing of notices pursuant to federal and state
securities laws, which filings will be effected by the time required thereby;

        (e) There are no actions, suits, audits, investigations or proceedings
pending or, to the knowledge of the Company, threatened against the Company in
any court or before any governmental commission, board or authority which, if
adversely determined, will have a material adverse effect on the ability of the
Company to perform its obligations under this Warrant;

        (f) The authorized capital stock of the Company consists of Fifty
Million (50,000,000) shares of Common Stock, of which Six Million Six Hundred
Forty Nine Thousand Eight Hundred Sixty Five (6,649,865) shares were issued and
outstanding as of the close of business on March 9, 1998 and Two Hundred Ninety
Thousand Two Hundred Thirteen (290,213) shares of Preferred Stock, of which all
such shares were issued and outstanding as of the Date of Grant. All such
outstanding shares have been validly issued and are fully paid, nonassessable
shares free of preemptive rights;

        (g) Except for the capital stock issuable pursuant to the 1991 Incentive
Stock Option Plan, the 1994 Director Stock Option Plan, the 1994 Stock Option
Plan, the 1996 Employee Stock Purchase Plan, Non-Qualified Stock Options, and
any other rights, options or warrants issuable or outstanding as of the Date of
Grant as disclosed in the Company's filings with the Commission, there are no
subscriptions, rights, options, warrants or calls relating to any shares of the
Company's capital stock, including any right of conversion or exchange under any
outstanding security or other instrument; and

        (h) Except as disclosed in the Company's filings with the Commission,
the Company is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or any
security convertible into or exchangeable for any of its capital stock.


        IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused this
Warrant to be signed by its duly authorized officer this 13th day of March,
1998.

                                   Children's Broadcasting Corporation


                                   By   /s/ James G. Gilbertson
                                      ----------------------------------
                                    Name:  James G. Gilbertson
                                    Its: Chief Operating Officer

<PAGE>


                       CHILDREN'S BROADCASTING CORPORATION

                             WARRANT EXERCISE NOTICE

                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)


        The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ___________________________ shares of the Common Stock of
Children's Broadcasting Corporation to which such Warrant relates and herewith
makes payment of $____________ therefor in cash or by certified or cashier's
check and requests that the certificate for such shares be issued in the name
of, and be delivered to _____________________________________, whose address is
set forth below the signature of the undersigned. If the number of shares
purchased is less than all of the shares purchasable under the Warrant, a new
Warrant will be issued in the name of the undersigned for the remaining balance
remaining of the shares purchasable thereunder.


                                Name of Warrant Holder:

                                ------------------------------------------------
                                                 (Please print)


                                Address of Warrant Holder:

                                ------------------------------------------------

                                ------------------------------------------------

                                Tax Identification No. or
                                Social Security No. of Warrant Holder:

                                ------------------------------------------------


                                Signature:
                                          --------------------------------------
                                NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND
                                EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS
                                IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR
                                ON A DULY EXECUTED WARRANT ASSIGNMENT.


                                Dated:
                                      ------------------------------------------

<PAGE>


                       CHILDREN'S BROADCASTING CORPORATION

                               WARRANT ASSIGNMENT

                  (TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)


        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ____________________________________________________________, the assignee,
whose address is __________________________________________________________, and
whose tax identification or social security number is _________________________,
the right represented by the foregoing Warrant to purchase _____________________
shares of the Common Stock of Children's Broadcasting Corporation to which the
foregoing Warrant relates and appoints _________________________________________
attorney to transfer said right on the books of Children's Broadcasting
Corporation, with full power of substitution in the premises. If the number of
shares assigned is less than all of the shares purchasable under the Warrant, a
new Warrant will be issued in the name of the undersigned for the remaining
balance of the shares purchasable thereunder.


                                Name of Warrant Holder/Assignor:

                                ------------------------------------------------
                                                  (Please print)


                                Address of Warrant Holder/Assignor:

                                ------------------------------------------------

                                ------------------------------------------------

                                Tax Identification No. or
                                Social Security No. of Warrant Holder/Assignor:

                                ------------------------------------------------


                                Signature:
                                          --------------------------------------

                                NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND
                                EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS
                                IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR
                                ON A DULY EXECUTED ASSIGNMENT FORM.


                                Dated:
                                      ------------------------------------------