EXHIBIT 10.5

                                   EMPLOYMENT
                                   ----------
                           AND NONDISCLOSURE AGREEMENT
                           ---------------------------

         THIS EMPLOYMENT AND  NONDISCLOSURE  AGREEMENT (the "Agreement") is made
and entered into as of the 25th day of January,  1999 (the "Effective Date"), by
and between NBG RADIO NETWORK,  INC., a Nevada corporation (the "Company"),  and
CHRISTOPHER  J. MILLER (the  "Employee",  and,  together  with the Company,  the
"Parties").

                                   BACKGROUND
                                   ----------

         Company is a publicly traded Nevada corporation engaged in the business
of  creating  and  nationally   marketing  and  syndicating   radio  advertising
programming.

         Employee has managerial skills and expertise related to the business of
Kiosk programs and Kiosk integration.

         Company  has  formed or is in the  process  of  forming  a fully  owned
subsidiary under the name CustomLink, Inc. ("Subsidiary"),  which will be in the
business of developing Kiosk programs and Kiosk integration.

         Company  intends  to  assign  this  Agreement  to  Subsidiary  with the
intention that Employee will be employed by Subsidiary.

         Employee is the co-owner of M-Tek Technical  Services,  Inc. ("M-Tek"),
which is  currently  involved  in the  business of Kiosk  programming  and Kiosk
integration.  Contemporaneous  with this  Agreement,  Company has  acquired  the
assets of M-Tek which assets have been or will be transferred to Subsidiary. The
parties desire to set forth the terms and  conditions for Employee's  employment
with Subsidiary.  Company will remain liable and obligated to Employee according
to the terms of this Agreement.

         I.  EMPLOYMENT

         The Company hereby employs Employee subject to the terms and conditions
contained in this  Agreement.  Employee  hereby accepts such employment upon the
terms and conditions hereinafter set forth.


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         II.  TERM

         The  employment  of  Employee  in  accordance  with  the  terms of this
Agreement  shall  commence on the  Effective  Date hereof and shall  continue in
effect until  November 30, 2002, at which time this  Agreement  shall  terminate
unless renewed by the parties. This Agreement shall not be terminated by Company
prior to  November  30,  2002,  except for cause.  The date on which  Employee's
employment  ceases  for  any  reason,   shall  be  referred  to  herein  as  the
"Termination Date."

         III.  COMPENSATION

         For all services  rendered by Employee under this Agreement the Company
shall pay to Employee  the  compensation  and  Employee  benefits  described  in
Exhibit A attached hereto and incorporated  herein by reference.  Employee shall
also be entitled to all other  Employee  benefits  established by the Subsidiary
and outlined in any employment  manual in effect with Subsidiary,  including but
not limited to  benefits  set forth in any  non-qualified  profit  sharing  plan
established by Subsidiary.

         IV.  DUTIES

         A. Job  Responsibilities.  Employee  will occupy the  position of Chief
Operating  Officer  of  Subsidiary  and shall be  responsible  for those  duties
associated  with that  position  as set forth in Exhibit B  attached  hereto and
incorporated herein by reference. Employee shall use his best efforts to promote
the interests of the  Subsidiary,  shall devote his working time,  attention and
energies to the business of the  Subsidiary,  and shall not,  during the term of
this Agreement,  be engaged in any other business activity,  whether or not such
business activity is pursued for gain or profit,  that is in any way competitive
with  Company or  Subsidiary,  provided,  however,  that  Employee  shall not be
restricted  from engaging or  participating  in  businesses or other  activities
totally  unrelated to the business  activities of the Company or Subsidiary that
do not interfere  with the  satisfactory  performance  of Employee's  duties and
obligations to the Subsidiary as set forth in this Agreement.

         B.  Company  Policies.   Employee  shall  comply  with  all  Subsidiary
policies, rules, regulations and procedures as are applicable to the officers of
the Subsidiary.

         V.  REIMBURSEMENT FOR EXPENSES

         Employee shall be entitled to  reimbursement  for  reasonable  business
expenses  actually  incurred by him on behalf of the Subsidiary,  as required in
the  performance  of his duties  hereunder.  Employee  shall  submit  supporting
vouchers,  receipts and records for all such business  expenses to the President
or Controller of the Subsidiary in order to obtain reimbursement.


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         VI.  RESTRICTIVE COVENANT

         A. Confidential  Information.  Employee  acknowledges that by reason of
his employment by the Subsidiary,  he will have access to valuable  confidential
proprietary information concerning the Company and the Subsidiary, including but
not limited to its business plans,  products,  finances,  customers,  personnel,
trade  secrets,   computer  programming,   source  codes,   technical  data  and
information and business  activities (the  "Confidential  Information").  At any
time during Employee's  employment or after termination of Employee's employment
with the Subsidiary,  Employee shall not,  without the express  authorization of
the President of the Company (i) disclose the  Confidential  Information  to any
third  party  other  than  employees  and  authorized  agents of the  Company or
Subsidiary for purposes of performing his duties under this  Agreement;  or (ii)
use the Confidential  Information,  except for purposes of performing his duties
under this Agreement.  All Company and Subsidiary  property in the possession of
Employee must be returned to the Company upon  termination of employment for any
reason.  For  purposes  of this  Agreement,  Confidential  Information  does not
include matters that are public knowledge.

         B. Covenant Not to Compete.  Employee  acknowledges  that by (reason of
his employment)  with Subsidiary and by reason of his contacts with Company,  he
is of  significant  interest  and  value to  competing  companies.  Accordingly,
Employee  agrees  that he will not for a period  of three  (3)  years  after the
Termination  Date accept  employment with or act as a consultant to, directly or
indirectly  own,  manage,  operate,  or  control  or  participate  in  ownership
management or control of any company engaged in a business competing directly or
indirectly  with the  Company  or  Subsidiary.  The  scope of this  covenant  is
worldwide.

         C.  Solicitation  of  Employees.  Employee  agrees that for a period of
three (3) years immediately  following the Termination Date,  Employee shall not
directly or indirectly solicit,  induce,  recruit or entice any other Company or
Subsidiary  employee to leave  employment  with Company or  Subsidiary to pursue
employment with Employee or any other person or entity.

         D.  Injunctive  Relief;   Remedies.   Employee  acknowledges  that  the
restrictions  contained in this section are necessary to protect the  legitimate
interests of Company and Subsidiary and that any violation  thereof would result
in  irreparable  harm and  injury to the  Company  and/or  Subsidiary.  Employee
therefore agrees and  acknowledges  that in the event of any violation of any of
these  restrictions,  the Company and/or  Subsidiary shall be entitled to obtain
from any court,  preliminary and permanent injunctive relief, as well as damages
and an accounting of all earnings,  profits and other benefits arising from such
violation,  which damages may be cumulative and in addition to any other damages
or remedies which they may be entitled.

         E. Scope of  Agreement;  Modification.  The Parties  have  attempted to
limit  Employee's  right to compete only to the extent  necessary to protect the
Company and Subsidiary from unfair competition. However, in the event the period
of  time or the  geographical  area  specified  in this  Agreement  is  adjudged
unreasonable by a court, the parties agree that a court or trier of fact in such

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event may, and is hereby required,  to modify and enforce this Agreement and the
covenant  not to  compete  set forth  herein to the  extent  it  believes  to be
reasonable under the circumstances.

         F. Employee  Acknowledgement.  Employee  acknowledges that Employee has
certain  management  skills  which  would be applied or could be applied to earn
gainful  employment  not in  violation  of the covenant not to compete set forth
herein.

         VII. TERMINATION. Employee's employment with Company shall terminate on
November 30,  2002.  Nothing set forth  herein  shall limit  Company's  right to
terminate  Employee's  employment  for Cause as defined in Exhibit C upon thirty
(30) days advance written notice.

         VIII. NOTICE. Any notice or other  communication  required or permitted
to be given under this  Agreement  shall be in writing  and shall be  personally
delivered, mailed by certified mail, return receipt requested,  postage prepaid,
or sent by telex or facsimile transmission, addressed to the parties as follows:

         EMPLOYEE:         CHRISTOPHER J. MILLER
                           11888 S.W. Breyman
                           Portland, Oregon  97219
                           Fax No. (503) 636-3903

         COMPANY:          NBG RADIO NETWORK, INC.
                           c/o John Holmes
                           520 S.W. Sixth Avenue, Suite 750
                           Portland, Oregon  97204
                           Fax No. (503) 802-4627

         SUBSIDIARY:       CustomLink, Inc.
                           c/o John Holmes
                           520 S.W. Sixth Avenue, Suite 750
                           Portland, Oregon  97204
                           Fax No. (503) 802-4627


Any notice or other  communication  shall be deemed to be given: (1) in the case
of  personal  delivery  on the  date of  delivery;  (2) in the  case of telex or
facsimile transmission on the date of confirmation of delivery to the addressee;
and (3) in the case of  delivery by mail at the at the  expiration  of the third
day after the date of deposit in the United States mail.  The addresses to which
notices or other communications shall be mailed may be changed from time to time
by giving written notice to the other party as provided in this Section.

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         IX.  ASSIGNMENT

         This Agreement may be assigned by the Company,  at its  discretion,  to
any  subsidiary of the Company,  and the rights and  obligations  of the Company
under this Agreement  shall  automatically  inure to the benefit of and shall be
binding upon the assigned  subsidiary of the Company.  This Agreement may not be
assigned  by the  Company  to any  person,  firm  or  corporation  that is not a
subsidiary  of the  Company  without  first  obtaining  the  written  consent of
Employee. As to Employee,  this Agreement is personal and may not be assigned by
Employee to any other person, firm or corporation.

         As to Company, it is understood and agreed that this Agreement shall be
assigned to Subsidiary (the "Assignment"), which is a wholly owned subsidiary of
Company.   Employee  hereby   acknowledges   and  consents  to  the  Assignment.
Notwithstanding  the  Assignment,  Company  shall remain liable and obligated to
Employee as set forth in this Agreement.

         As to Company and Subsidiary, this Agreement may not be assigned except
to a wholly owned subsidiary of Company without Employee's consent which consent
shall not be unreasonably withheld.

         X.  RENEWAL

         This Agreement may be renewed at the end of the Term of this Agreement,
upon written agreement, signed by the parties.

         XI.  MISCELLANEOUS

         A. Entire  Agreement.  This Agreement and the attached and incorporated
Exhibits contain the entire Agreement of the Parties hereto,  and may be amended
only by an agreement in writing signed by each of the Parties.

         B.  Arbitration.  All disputes  arising under this  Agreement  shall be
settled  exclusively by  arbitration  before one (1) arbitrator and according to
the Rules of the American  Arbitration  Association (the "AAA"). The arbitration
will be held in Portland, Oregon.

         The  arbitrator  shall be selected  by  agreement  of Employee  and the
Company or Subsidiary, but if they do not so agree within thirty (30) days after
the date of the request for arbitration, the selection of an arbitrator shall be
made  pursuant to the Rules of the AAA.  The award  rendered  by the  arbitrator
shall be conclusive and binding upon the Parties hereto and judgment on any such
award may be entered in any court  having  jurisdiction  over the Parties to and
the subject matter of the controversy. Except as may be provided otherwise, each
Party  shall  pay its own  expenses  of  arbitration  and  the  expenses  of the
arbitrator  shall be equally shared.  Nothing herein set forth shall prevent the
Parties hereto from settling any dispute by mutual agreement at any time.

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         The  Parties  agree  that  they  shall  only be  bound to  conduct  the
arbitration in accordance with the Rules of the AAA and shall not be required to
and shall not use the services of the AAA. The Parties,  however, agree that for
purposes of discovery the rules of Oregon Civil Procedure,  and Multnomah County
Circuit Court Local Rules shall apply.

         The fact of and the  content  of any  arbitration  proceeding  shall be
confidential  and neither  Party shall  disclose the same to anyone  without the
consent  of all  Parties  to the  arbitration,  except  that a  judgment  on the
arbitrator"s award may be filed as otherwise provided herein.

         C.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts, each of which shall be an original but all of which together shall
constitute  one  an  the  same  instrument.  A  facsimile,   telecopy  or  other
reproduction  of this  Agreement may be executed by one or more Parties  hereto,
and an executed  copy of the  Agreement  may be delivered by one or more Parties
hereto by facsimile or similar  instantaneous  transmission  devise  pursuant to
which  the  signature  of or on  behalf  of the such  Party can be seen and such
execution and delivery shall be considered valid, binding, and effective for all
purposes.  At the  request of any Party  hereto,  all  Parties  hereto  agree to
execute an  original of this  Agreement  as well as any  facsimile,  telecopy or
other reproduction hereto.

         D.  Freedom to Deal.  Employee  hereby  represents  and warrants to the
Company that he is free to enter into this Agreement,  and his execution of this
Agreement  and  performance  of his duties  hereunder for the Company do not and
shall not  constitute a breach of any agreement of Employee with, or other legal
obligation of Employee to, any third party.

         E. Governing Law. This Agreement  shall be construed in accordance with
and governed for all purposes by the laws of the State of Oregon  applicable  to
contracts  executed and  wholly-performed  within such State,  without regard to
principles of conflicts of law. The Parties hereby  consent to the  jurisdiction
and venue of the state and federal courts in and for Multnomah  County,  Oregon,
in connection with any disputes  concerning the  enforceability  of Section X.C.
(Arbitration).

         F. No Waiver. The failure of a Party to insist upon strict adherence to
any term of this  Agreement on any occasion  shall not be considered a waiver of
such Party's rights or deprive such Party of the right thereafter to insist upon
strict adherence to that term or any other term of this Employee Agreement.

         G. Severability. In the event that any one or more of the provisions of
this Agreement shall become invalid,  illegal or  unenforceable  in any respect,
the validity,  legality and  enforceability of the remaining  provisions of this
Agreement shall not be affected thereby.

         H. Binding Agreement.  This Agreement shall inure to the benefit of and
be   binding   upon   the   personal   or  legal   representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees,  and  legatees of
Employee and upon the successors and assigns of Company and Subsidiary.

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         I.  Definitions.  Definitions  used herein shall  include  those as set
forth in Exhibit C attached hereto and incorporated by reference.

         IN WITNESS  WHEREOF,  the  Parties  have  caused  this  Employment  and
Nondisclosure  Agreement  to be duly  executed  effective  as of the date  first
mentioned above.

COMPANY:                                    EMPLOYEE:
NBG RADIO NETWORK, INC.                     CHRISTOPHER J. MILLER



By:
   -------------------------------           -------------------------------
   John A. Holmes, President                 Christopher J. Miller
   Date:                                     Date:
















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                                    EXHIBIT A
                       EMPLOYEE COMPENSATION AND BENEFITS

        1.        Employee Compensation. Employee shall be paid a base salary of
$120,000.00  per year. The base salary shall be paid to Employee on a bi-monthly
basis.

         a.       Profit Sharing Plan. At the end of each fiscal year,  Employee
shall be eligible to participate in the Non-Qualified Profit Sharing Plan of the
Subsidiary.

         2.       Additional Employee Benefits.

         a.       Retirement/Deferred  Compensation Benefits.  Employee shall be
included as a participant in all Subsidiary qualified retirement plans.

         b.       Health   Benefits.   Employee  and   Employee's   family,   if
applicable,  shall be included in all  Subsidiary  health and medical  insurance
plans.

         c.       Vacation/Personal  Leave.  Employee shall receive all vacation
and personal leave  benefits,  or any other benefit  provided for in the Company
Employee Manual.

         d.       Expense  Reimbursement.  Employee shall be entitled to expense
reimbursement as set forth in Section V of this Agreement.

         e.       Mileage  Reimbursement.  Employee will be paid mileage for use
of her automobile with mileage reimbursement based upon Internal Revenue Service
Guidelines applicable at the time of reimbursement.

         f.       Other  Employee  Benefits.  Employee  shall be entitled to all
other employee benefits as adopted and put into effect by Subsidiary.

         g.       Non-Qualified  Profit Sharing Plan. Employee shall be entitled
to the benefits of the  Non-Qualified  Profit Sharing Plan (the "Profit  Sharing
Plan"),  a copy of which is attached hereto as Exhibit A. If Company shall cause
to be implemented by Subsidiary as soon as practicable subsequent to the date of
this Agreement.

         h.       Level of Benefits.  With respect to Employee benefits a, b and
c above,  the level of benefits as provided by  Subsidiary  shall be the same as
provided by Company on behalf of its employees.

Initial:

       Company
-------
       Christopher J. Miller
-------

<PAGE>

                                    EXHIBIT B

                                 JOB DESCRIPTION

         Direct  and  operate  of   Subsidiary,   including  the  management  of
Subsidiary's financial condition, production, marketing, promotion, sales.

         Essential duties and responsibilities include the following:

                  Oversee and direct  accounting and  purchasing  activities for
                  Subsidiary.

                  Direct the procedures and systems necessary to maintain proper
                  records and to afford  adequate  controls over  production and
                  services of Subsidiary.

                  Direct the activities of Subsidiary.

                  Appraise the Company's  President and/or Board of Directors of
                  Subsidiary's  productivity  and issue  periodic  financial and
                  operating reports.

                  Direct and coordinate the establishment of budget programs.

                  Perform other related duties may be assigned by Subsidiary.

Initial:

       Company
-------
       Christopher J. Miller
-------


<PAGE>

                                    EXHIBIT C

                             ADDITIONAL DEFINITIONS


         "Cause" as used herein  means  fraud,  embezzlement,  a crime  (whether
misdemeanor  or felony),  any act of  malfeasance  which  relates to  Employee's
employment by Company or which would  reasonably  be expected to bear  adversely
upon Company's or  Subsidiary's  reputation or failure by Employee to materially
perform Employee's duties as set forth herein.




Initial:

       Company
-------
       Christopher J. Miller
-------