EXHIBIT 99.1

                               PURCHASE AGREEMENT

         THIS AGREEMENT, dated as of July 27, 1999, effective as of August 1,
1999, is made by and among CHILDREN'S BROADCASTING CORPORATION, a Minnesota
corporation (referred to herein as "CBC"); HARMONY HOLDINGS, INC., a Delaware
corporation (referred to herein as "HHI"); CURIOUS PICTURES CORPORATION, a New
York corporation (referred to herein as "Curious"); and SUSAN HOLDEN; STEPHEN
OAKES; RICHARD WINKLER; AND DAVID STARR, as individuals (collectively referred
to herein as "CP Management").

                              W I T N E S S E T H:

         THAT, WHEREAS, Curious has currently issued and outstanding 100 shares
of its Common Stock, which shares represent all of the issued and outstanding
Common Stock of Curious;

         WHEREAS, pursuant to an Option and Share Transfer Agreement dated as of
December 15, 1996 among CP Management, Curious and HHI ("Option Agreement"), a
copy of which is attached hereto as Exhibit A, HHI is the holder of 99 shares
(or 99%) of Curious and CP Management is the holder of 1 share or 1% of Curious
(the 1 share owned by CP Management shall be referred to herein as the "Curious
Share");

         WHEREAS, under the Option Agreement, CP Management has the right, based
upon Curious reaching certain net income levels, to receive shares of Curious up
to an amount not to exceed 50% of the Common Stock of Curious;

         WHEREAS, contemporaneously herewith and incorporated herein, CP
Management, Curious and HHI have entered into an agreement whereby the parties
agree that Curious has reached such net income levels; that CP Management
currently has the right to receive 50 shares (or 50%) of the issued and
outstanding common stock of Curious; and that such shares are to be transferred
from HHI to CP Management (the "Curious Agreement");

         WHEREAS, contemporaneously herewith and incorporated herein, each
member of CP Management has entered into five (5) year employment agreeements
with Curious; and

         WHEREAS, CP Management desires to sell, transfer and assign the Curious
Share and the




Option Agreement to CBC, and CBC desires to purchase such Curious Share and the
Option Agreement, and HHI consents to such sale, transfer and assignment on the
terms and conditions set forth herein; and

         NOW, THEREFORE, in consideration of the foregoing and the covenants,
representations and warranties hereinafter in this Agreement set forth, the
parties hereto hereby agree as follows:


1.       OWNERSHIP, TRANSFER, SALE AND ASSIGNMENT OF CURIOUS SHARE AND OPTION
         AGREEMENT.

         (a)      CP Management represents that collectively they are the owner
                  of the Curious Share and none of them owns any other shares of
                  Curious Common Stock other than the right(s) to receive shares
                  under the Option Agreement. CP Management and HHI represent
                  that under the Option Agreement, CP Management has earned the
                  right to receive 50 shares or 50% of the issued and
                  outstanding Common Stock of Curious from HHI, and that CP
                  Management has the right to sell, transfer and assign their
                  interest in the Option Agreement and the Curious Share to CBC.

         (b)      Subject to the terms and conditions hereinafter in this
                  Agreement, CP Management agrees to sell, transfer and deliver
                  the Curious Share and their entire interest in the Option
                  Agreement to CBC on the Closing Date (as that term is
                  hereinafter defined), free and clear of all security
                  interests, liens and encumbrances, except for any
                  subordination obligations to Fremont Financial Services, Inc.

2.       PURCHASE AND CONSIDERATION.

         (a)      On the basis of the representations and warranties, and
                  subject to the terms and conditions set forth in this
                  Agreement, CBC hereby agrees to purchase and CP Management
                  agrees to sell, the Curious Share and CP Management's interest
                  in the Option Agreement on the Closing Date. The total
                  purchase price for the purchase of the Curious Share and
                  assignment of the Option Agreement (the "Purchase Price"),
                  will be the sum of Three Million and no/100 Dollars
                  ($3,000,000.00) consisting of Two Million Seven Hundred
                  Thousand and no/100 Dollars ($2,700,000.00) for the Option
                  Agreement and Three Hundred Thousand and no/100 Dollars
                  ($300,000.00) for the Curious Share and payable as follows:

                  1.       The sum of $1,500,000 in cash at Closing (as defined
                           below) to CP Management ($375,00 to each member); and

                  2.       The execution of a promissory note at Closing in the
                           amount equal to $1,500,000 ($375,000 to each member)
                           payable on May 31, 2000 at an interest rate equal to
                           eight percent (8%) per annum. The interest payments
                           shall be paid to CP Management in quarterly payments.
                           In the event any member(s) of CP Management's
                           employment with Curious is terminated pursuant to
                           5(b) of his/her employment agreement or any member(s)
                           of CP Management terminates his/her employment
                           agreement prior to the payment





                           of the promissory note, the principal amount of this
                           promissory note shall be reduced by the sum of
                           $375,000 for such member(s). Any cancellation or
                           reduction of the promissory note pursuant to this
                           section shall be in addition to any other remedies
                           CBC may have against the members of CP Management and
                           shall not be deemed to be liquidated damages.

         (b)      HHI and Curious consent to the sale and purchase of the
                  Curious Share and Option Agreement as provided in Section
                  2(a), and the assignment of all of CP Management's rights
                  therein.

         (c)      As additional consideration and as an inducement for each
                  member of CP Management to enter into employment agreements
                  with Curious, CBC agrees to grant each member of CP Management
                  a warrant for the purchase of 75,000 shares of CBC's common
                  stock at a price equal to the ten (10) day average closing
                  price for the ten (10) trading days preceding the date of
                  Closing. The warrant shall be in the form attached hereto as
                  Exhibit B incorporated herein by reference as if set forth in
                  full.

3.       CLOSING.

         The closing of the transactions contemplated by this Agreement (the
         "Closing") unless otherwise agreed to by the parties, shall take place
         at the offices of Curious, 440 Lafayette Street, New York, New York
         10003 at 9:00 a.m. on July ___, 1999 (such date of Closing is
         hereinafter sometimes referred to as the Closing Date). The Closing
         shall be subject to the satisfaction of all of the conditions to CBC's
         obligations set forth in Section 8 of this Agreement.

         At the Closing:

                  (i)      CP Management shall deliver, assign and transfer (or
                           request that HHI deliver, assign and transfer) to CBC
                           certificate(s) representing the Curious Share,
                           appropriately endorsed or accompanied by a separate
                           instrument or instruments of assignment in writing,
                           in proper form for registration of transfer;

                  (ii)     CP Management shall deliver, assign and transfer the
                           Option Agreement to CBC;

                  (iii)    CBC shall deliver to each member of CP Management a
                           warrant agreement for the purchase of 75,000 shares,
                           a form of which is attached hereto as Exhibit B;

                  (iv)     CP Management shall deliver the resignations referred
                           to in Section 8.4 of this Agreement;

                  (v)      Each member of CP Management shall execute and
                           deliver the employment agreements in the forms
                           attached hereto as Exhibits C to F incorporated




                           herein by reference as if set forth in full;

                  (vi)     $1,500,000 in cash shall be sent by CBC by wire
                           transfer to such account or accounts in one or more
                           banks in the United States of America as CP
                           Management shall specify in writing delivered to CBC
                           not less than forty eight (48) hours prior to the
                           Closing Date, otherwise such purchase price shall be
                           payable by check or checks;

                  (vii)    CBC shall execute a promissory note in the form of
                           Exhibit G attached hereto and incorporated herein by
                           reference as if set forth in full in the amount of
                           $1,500,000 payable to CP Management at eight percent
                           (8%) interest secured by the Curious Share and the
                           Option Agreement, subject to subordination
                           obligations with Fremont Financial Services, Inc.;

                  (viii)   CP Management, HHI and Curious shall deliver an
                           executed Curious Agreement stating and confirming
                           that CP Management has the right to receive 50% which
                           equals 50 shares of the issued and outstanding common
                           stock of Curious from HHI and consenting to
                           assignment and transfer of the Option Agreement and
                           the Curious Share to CBC, a form of which is attached
                           hereto as Exhibit H; and

                  (ix)     Certified Resolutions of Curious, HHI and CBC
                           approving the terms of this transaction.

4.       REPRESENTATIONS AND WARRANTIES BY HHI.

         HHI represents and warrants as follows, which representations and
         warranties shall be deemed to have been made again at Closing; that HHI
         is a corporation organized and existing in good standing under the laws
         of the State of Delaware with full power and authority to enter into
         this Agreement to which it is a party and enter into and complete the
         transactions contemplated herein and therein; all required corporate
         action has been duly and validly taken by HHI to make and carry out
         this Agreement and the transactions contemplated herein; this Agreement
         constitutes the valid and binding obligation of HHI enforceable in
         accordance with its terms; the execution of the Agreement and, the
         completion of the transactions herein involved will not result in the
         violation of any order, license, permit, rule, judgment or decree to
         which HHI is subject or the breach of any contract, agreement or other
         commitment to which HHI is a party or by which it or its properties is
         bound or conflict with or violate any provision of HHI's Articles of
         Incorporation, By-Laws, or other organizational documents; and no other
         consent of any kind is required that has not been obtained to make or
         carry out the terms of this Agreement.

5.       REPRESENTATIONS AND WARRANTIES BY CURIOUS.

         Curious represents and warrants as follows, which representations and
         warranties shall be deemed to have been made again at Closing, that
         Curious is a corporation organized and existing in good standing under
         the laws of the State of New York with full power and authority to
         enter into this Agreement to which it is a party and enter into and
         complete the





         transactions contemplated herein and therein; all required corporate
         action has been duly and validly taken by Curious to make and carry out
         this Agreement and the transactions contemplated herein; this Agreement
         constitutes the valid and binding obligation of Curious enforceable in
         accordance with its terms; the execution of the Agreement and, the
         completion of the transactions herein involved will not result in the
         violation of any order, license, permit, rule, judgment or decree to
         which Curious is subject or the breach of any contract, agreement or
         other commitment to which Curious is a party or by which it or its
         properties is bound or conflict with or violate any provision of
         Curious' Articles of Incorporation, By-Laws, or other organizational
         documents; and no other consent of any kind is required that has not
         been obtained to make or carry out the terms of this Agreement; that
         there are only 100 issued and outstanding shares of Curious and that
         Curious will not issue any additional shares of its Common Stock
         without receiving the prior written consent of HHI and CBC; and that
         the financial statements prepared by Curious are substantially correct
         in all material respects and there has not been any material adverse
         change in the financial condition of Curious since the latest financial
         statements.

6.       REPRESENTATION AND WARRANTIES BY CBC.

         CBC represents and warrants as follows, which representations and
         warranties shall be deemed to have been made again at Closing, that CBC
         is a corporation organized and existing in good standing under the laws
         of the State of Minnesota with full power and authority to enter into
         this Agreement to which it is a party and enter into and complete the
         transactions contemplated herein and therein; all required corporate
         action has been duly and validly taken by CBC to make and carry out
         this Agreement and the transactions contemplated herein; this Agreement
         constitutes the valid and binding obligation of CBC enforceable in
         accordance with its terms; the execution of the Agreement and, the
         completion of the transactions herein involved will not result in the
         violation of any order, license, permit, rule, judgment or decree to
         which CBC is subject or the breach of any contract, agreement or other
         commitment to which CBC is a party or by which it or its properties is
         bound or conflict with or violate any provision of CBC's Articles of
         Incorporation, By-Laws, or other organizational documents; that the
         Curious Share and Option Agreement are being purchased for CBC's own
         account and not with a view to, or for resale; and that the warrants
         issued to members of CP Management are duly authorized and upon the
         exercise of the warrants will be validly issued non-assessable shares
         of CBC.

7.       REPRESENTATION AND WARRANTIES BY CP MANAGEMENT.

         Each member of CP Management represents and warrants, which
         representations and warranties shall be deemed to have been made again
         at Closing that each member has the full right, power, authority and
         capacity, and is free, without restriction, to enter into and perform
         this Agreement; each member of CP Management represents and warrants
         that the Curious Share is owned by CP Management that upon the transfer
         of the Curious Share to CBC on the Closing Date, CBC will obtain
         absolute title to the Curious Share, free and clear of all liens,
         pledges, security interests, claims, charges, options, encumbrances or
         other adverse claims of any kind whatsoever other than any security
         interest which has been granted to Fremont Financial; that CP
         Management makes the same warranties and representations with respect
         to the Option Agreement, except that the Option Agreement may be
         subject to





         subordination obligations with Fremont Financial Services, Inc.; that
         each member is an accredited investor within the meaning of Regulation
         D, Rule 501(a) under the Securities Act 1933, as amended.

8.       CONDITION OF CBC'S OBLIGATIONS.

         The obligations of CBC to consummate the transactions contemplated by
         this Agreement is subject to the fulfillment prior to or on the Closing
         Date of the following conditions, any of which may be waived in whole
         or in part in writing by CBC:

         8.1      The representations and warranties of CP Management, Curious
                  and HHI shall be true in all material respects as of the
                  Closing Date with the same effect as though made on and as of
                  the Closing Date.

         8.2      CP Management and HHI shall have performed and complied with
                  all agreements, covenants or conditions required by this
                  Agreement to be performed and complied with by them prior to
                  or as of the Closing Date.

         8.3      ACTION BY HHI AND CURIOUS BOARD OF DIRECTORS.

                  (a)      HHI's Board of Directors, prior to the Closing Date,
                           shall have met and duly adopted resolutions, subject
                           to the consummation of the transactions contemplated
                           by this Agreement: (i) to approve the terms of this
                           transaction; (ii) to amend the Option Agreement to
                           allow CP Management to freely assign and transfer CP
                           Management's interest; and (iii) to approve the terms
                           of the employment agreements.

                  (b)      Curious' Board of Directors, prior to the Closing
                           Date, shall have met and duly adopted resolutions,
                           subject to the consummation of the transactions
                           contemplated by this Agreement: (i) to approve the
                           terms of this transaction; and (ii) to approve the
                           terms of the employment agreements.

         8.4.     RESIGNATIONS OF CP MANAGEMENT FROM CURIOUS BOARD. The members
                  of Curious' Board of Directors and all of Curious'
                  subsidiaries (other than Mr. Dahl and Mr. Cameron) shall have
                  tendered their resignations as directors contemporaneously
                  upon the Closing.

9.       LEGAL FEES.

         Provided this transaction is consummated, Curious agrees to pay for any
         reasonable legal fees and expenses incurred by CP Management from the
         law firm of Wollmuth, Maher & Deutsch, LLP in connection with this
         transaction through April 28, 1999, provided that it receives copies of
         all such legal bills along with any other reasonably requested backup
         documentation. Beginning April 29, 1999, Curious agrees to pay for any
         reasonable legal fees and expenses incurred by CP Management in
         connection with assignment of the Option Agreement and purchase of the
         Curious Share by CBC. Notwithstanding the foregoing, CP Management
         shall pay for any legal fees and expenses incurred in connection with
         their employment agreements and any and all future issuances of shares,
         exercise of put rights and similar





         matters that are to the benefit of CP Management. Other than as
         provided for herein, each party shall be responsible for its or his/her
         own legal fees and expenses.

10.      INDEMNIFICATION.

         10.1     MUTUAL INDEMNIFICATION. Each party hereby indemnifies and
                  agrees to hold harmless the other parties from and against all
                  claims, damages, losses, liabilities, costs and expenses
                  (including, without limitation, settlement costs and any
                  legal, accounting or other expenses of investigating or
                  defending any actions or threatened actions) (hereinafter
                  sometimes collectively referred to as Losses) in connection
                  with each of the following:

                  (a)      Any misrepresentation or breach of any representation
                           or warranty made by such party in this Agreement; and

                  (b)      any breach of any covenant, agreement or obligation
                           of such party contained in this Agreement, provided,
                           however, that such party shall not have any
                           obligation under this Section unless the aggregate
                           Losses amount to more than $25,000 (if the Losses
                           exceed $25,000, the indemnification obligations set
                           forth in this Section shall include all such Losses
                           and not only those in excess of $25,000).

         10.2     CLAIMS FOR INDEMNIFICATION. Whenever any claim shall arise for
                  indemnification under this section, the indemnified party
                  (hereinafter sometimes referred to as the Indemnified Party)
                  shall promptly notify the party against whom indemnification
                  is sought (hereinafter sometimes referred to as the
                  Indemnifying Party) of the claim and, when known, the facts
                  constituting the basis for such claim. In the event of any
                  such claim for indemnification under this Agreement resulting
                  from or in connection with any claim or legal proceedings by a
                  third party, the notice shall specify, if known, the amount or
                  an estimate of the amount of liability arising therefrom. The
                  Indemnified Party shall not settle or compromise any claim by
                  a third party in respect of which it is entitled to
                  indemnification under this Agreement without the prior written
                  consent of the Indemnifying Party, which consent shall not be
                  unreasonably withheld or delayed; provided, however, that if
                  action or suit shall have been instituted against the
                  Indemnified Party and the Indemnifying Party shall not have
                  taken control of such action or suit as provided in this
                  Section after notification thereof, the Indemnified Party
                  shall have the right to settle or compromise such claim after
                  giving notice to the Indemnifying Party as provided in this
                  Section.

         10.3     DEFENSE BY INDEMNIFYING PARTY. In connection with any claim
                  that may give rise to a right of indemnification under this
                  Section resulting from or arising out of any claim or legal
                  proceeding by a person other than the Indemnified Party, the
                  Indemnifying Party, at its or his/her sole cost and expense,
                  may, upon written notice to the Indemnified Party, assume the
                  defense of any such claim or legal proceeding if the
                  Indemnifying Party acknowledges to the Indemnified Party in
                  writing the obligation to indemnify the Indemnified Party with
                  respect to all elements of such claim or legal proceeding. If
                  the Indemnifying Party shall assume the defense of any such
                  claim or





                  legal proceeding, the Indemnifying Party shall select counsel
                  reasonably acceptable to the Indemnified Party to conduct the
                  defense of such claim or legal proceeding at the sole cost and
                  expense of the Indemnifying Party, who shall take all steps
                  necessary in the defense or settlement thereof. An Indemnified
                  Party shall be entitled to participate in (but not control)
                  the defense of any such claim or legal proceeding with its own
                  counsel and at its own expense. If the Indemnifying Party
                  shall not assume the defense of such claim or legal proceeding
                  within 15 days after notice thereof shall have been given to
                  in accordance with this Section: (a) the Indemnified Party may
                  defend such claim or legal proceeding in such manner as it may
                  deem appropriate, including, but not limited to, the
                  settlement of such claim or legal proceeding, after giving
                  notice of the same to Indemnifying Party, on terms as the
                  Indemnified Party may deem appropriate and (b) Indemnifying
                  Party shall be entitled to participate in (but not control)
                  the defense of such claim or legal proceeding with their own
                  counsel at their own expense.

11.      MISCELLANEOUS PROVISIONS.

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

         11.2     CHANGES, WAIVERS, ETC. Neither this Agreement nor any
                  provision thereof may be changed, amended, waived, discharged
                  or terminated orally, but only in writing signed by the party
                  against which enforcement of the change, amendment, waiver,
                  discharge or termination is sought.

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

                  If to CBC:

                  Mr. Christopher T. Dahl
                  Children's Broadcasting Corporation
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416
                  Facsimile: (612) 926-7946

                  with copy to:

                  Jill Theis, Esq.
                  Children's Broadcasting Corporation
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416




                  Facsimile: (612) 925-8845

                  If to HHI:

                  Mr. Christopher T. Dahl
                  Harmony Holdings, Inc,
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416
                  Facsimile: (612) 926-7946

                  with copy to:

                  Jill Theis, Esq.
                  Harmony Holdings, Inc.
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416
                  Facsimile: (612) 925-8845

                  If to Curious:

                  Mr. Christopher T. Dahl
                  Curious Pictures Corporation
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416
                  Facsimile: (612) 926-7946

                  with copy to:

                  Jill Theis, Esq.
                  Curious Pictures Corporation
                  5501 Excelsior Boulevard
                  Minneapolis, Minnesota 55416
                  Facsimile: (612) 925-8845

                  If to CP Management:

                  Susan Holden, Stephen Oakes, Richard Winkler, David Starr
                  c/o Curious Pictures Corporation
                  440 Lafayette Street
                  New York, New York 10003
                  Facsimile: (212) 674-0081

                  With copy to:

                  David Wollmuth, Esq.
                  WOLLMUTH, MAHER & DEUTSCH, LLP
                  516 Fifth Avenue, 12th Floor




                  New York, New York 10036
                  Facsimile: (212) 382-0050

         11.4     EXHIBITS. All Exhibits referred to herein are incorporated
                  into this Agreement by reference for all purposes and shall be
                  deemed part of this Agreement.

         11.5     ASSIGNABILITY. None of the parties may assign their rights or
                  obligations under this Agreement without the prior written
                  consent of the other parties which shall not be unreasonably
                  withheld or delayed, except that CBC, HHI and Curious may make
                  an assignment to a parent, subsidiary, affiliate or successor
                  of such party and each member of CP Management may make an
                  assignment to an entity that is controlled by and 100% owned
                  by such member.

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

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

         11.8     COUNTERPARTS. This Agreement and any other instrument to be
                  signed by the parties hereto may be executed by the parties,
                  together or separately, in two or more identical counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute but one and the same instrument.

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

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

CHILDREN'S BROADCASTING                      HARMONY HOLDINGS, INC.,
CORPORATION, a Minnesota corporation         a Delaware corporation

By:   /s/ Christopher T. Dahl                By:   /s/ James G. Gilbertson
      -----------------------                      -----------------------

Its:  Chief Executive Officer                Its:  Chief Operating Officer
      -----------------------                      -----------------------


CURIOUS PICTURES CORPORATION
a New York corporation

By:   /s/ James G. Gilbertson
      -----------------------




Its:  Chief Operating Officer
      -----------------------



                                  CP MANAGEMENT


/s/ Stephen Oakes                                  /s/ Richard Winkler
- -----------------                                  -------------------
Stephen Oakes                                      Richard Winkler



/s/ David Starr                                    /s/ Susan Holden
- -----------------                                  -------------------
David Starr                                        Susan Holden