This note has not been registered under the Securities Act of 1933 or any state
securities laws. This note may not be sold, assigned, or otherwise negotiated to
any person unless pursuant to an effective registration statement filed under
the Securities Act of 1933 and applicable state securities laws, or unless the
sale, assignment, or other negotiation is exempt from the registration
requirements of the Securities Act of 1933 and applicable state securities laws.

                                 PROMISSORY NOTE



$15,000.00                                                         June 30, 2001

This Promissory Note ("Note") is made by Oliver Holmes, individually,
("Borrower") in favor of NBG Radio Network, Inc., a Nevada corporation
("Lender").

1.       Payment. Borrower promises to pay to the order of Lender the principal
         amount of $15,000.00, together with interest on the unpaid principal
         amount from the date of this Note, in ten (10) equal annual payments of
         principal and interest. The first payment is due on July 1, 2002 and
         subsequent payments are due on the same day of each following calendar
         year until July 1, 2011, at which time the unpaid principal amount,
         together with interest, is due in its entirety. The due date and the
         amount of each payment is set forth below:

         -----------------------------------------------------------------------
               Year        Payment            Interest        Principal Balance
         -----------------------------------------------------------------------
               2001                                              ($15,000.00)
               2002       $2,038.02           ($900.00)          ($13,861.98)
               2003       $2,038.02           ($831.72)          ($12,655.68)
               2004       $2,038.02           ($759.34)          ($11,377.00)
               2005       $2,038.02           ($682.62)          ($10,021.60)
               2006       $2,038.02           ($601.30)           ($8,584.88)
               2007       $2,038.02           ($515.09)           ($7,061.95)
               2008       $2,038.02           ($423.72)           ($5,447.65)
               2009       $2,038.02           ($326.86)           ($3,736.49)
               2010       $2,038.02           ($224.19)           ($1,922.66)
               2011       $2,038.02           ($115.36)               ($0.00)
         -----------------------------------------------------------------------
2.       Interest Rate. Borrower will pay interest on the unpaid principal
         amount at an annual rate of six percent (6%). Interest will be computed
         on the basis of a 360-day year.

3.       Late Charge. If Borrower fails to make any payment required by this
         Note within ten (5) business days after the payment is due, a late
         charge equal to five percent (5%) of the payment will be added to the
         unpaid principal amount and be immediately due.

4.       Place of Payments. All payments under this Note will be made to Lender
         at: The Cascade Building, 520 SW Sixth Avenue, Suite 750, Portland, OR
         97204 or any other address that Lender may designate by notice to
         Borrower.

5.       Application of Payments. All payments under this Note will apply first
         to any costs and expenses due to Lender, then to accrued interest to
         date of payment, and then to the unpaid principal amount.

6.       Prepayments. Borrower may prepay a part or all of the unpaid principal
         amount at any time. Excess payments or prepayments will not be credited
         as future scheduled payments required by this Note.

7.       Events of Default. Each of the following is an event of default under
         this Note:

         (a)      Borrower fails to make any payment required by this Note
                  within five (5) days after the payment is due;

         (b)      Borrower fails to pay, becomes insolvent or unable to pay, or
                  admits in writing an inability to pay Borrower's debts as they
                  become due, or makes a general assignment for the benefit of
                  creditors;

         (c)      a proceeding with respect to Borrower is commenced under any
                  applicable law for the benefit of creditors, including but not
                  limited to any bankruptcy or insolvency law, or an order for
                  the appointment of a receiver, liquidator, trustee, custodian,
                  or other officer having similar powers over Borrower is
                  entered; and

         (d)      an event of default occurs under any agreement guaranteeing or
                  securing the performance of any of the obligations of Borrower
                  under this Note or any of the obligations of any guarantor of
                  this Note.

8.       Remedies. On and after an event of default under this Note, Lender may
         exercise the following remedies, which are cumulative and which may be
         exercised singularly or concurrently:

         (a)      upon notice to Borrower, the right to accelerate the due dates
                  under this Note so that the unpaid principal amount, together
                  with interest, is immediately due in its entirety;

         (b)      any remedy available to Lender under any agreement
                  guaranteeing or securing the performance of any of the
                  obligations of Borrower under this Note or any of the
                  obligations of any guarantor of this Note; and

         (c)      any other remedy available to Lender at law or in equity.

9.       Time of Essence. Time is of the essence with respect to all dates and
         time periods in this Note.

10.      Amendment. This Note may be amended only by a written document signed
         by the party against whom enforcement is sought.

11.      Waiver.

         (a)      Borrower waives demand, presentment for payment, notice of
                  dishonor or nonpayment, protest, notice of protest, and lack
                  of diligence in collection, and agrees that Lender may extend
                  or postpone the due date of any payment required by this Note
                  without affecting Borrower's liability.

         (b)      No waiver will be binding on Lender unless it is in writing
                  and signed by Lender. Lender's waiver of a breach of a
                  provision of this Note will not be a waiver of any other
                  provision or a waiver of a subsequent breach of the same
                  provision.

12.      Severability. If a provision of this Note is determined to be
         unenforceable in any respect, the enforceability of the provision in
         any other respect and of the remaining provisions of this Note will not
         be impaired.

13.      Governing Law. This Note is governed by the laws of the State of
         Oregon, without giving effect to any conflict-of-law principle of any
         jurisdiction.

14.      Venue. Any action or proceeding arising out of this Note will be
         litigated in courts located in Multnomah County, Oregon. Borrower
         consents and submits to the jurisdiction of any local, state, or
         federal court located in Multnomah County, Oregon.

15.      Attorney's Fees. If any arbitration or litigation is instituted to
         interpret, enforce, or rescind this Note, including but not limited to
         any proceeding brought under the United States Bankruptcy Code, the
         prevailing party on a claim will be entitled to recover with respect to
         the claim, in addition to any other relief awarded, the prevailing
         party's reasonable attorney's fees, costs, and expenses incurred at
         arbitration, at trial, on appeal, and on petition for review, as
         determined by the arbitrator or court.

16.      Costs and Expenses. If an event of default under this Note occurs and
         Lender does not institute any arbitration or litigation, Borrower will
         pay to Lender, upon Lender's demand, all reasonable costs and expenses,
         including but not limited to attorney's fees and collection fees,
         incurred by Lender in attempting to collect the indebtedness evidenced
         by this Note.

                                    Borrower:


                                    /s/ Oliver Holmes
                                    --------------------------------------------
                                    Oliver Holmes, individually


<PAGE>


                            COLLATERAL ENDORSEMENT OF

                                 PROMISSORY NOTE



                            Credit Facility Agreement



                  For good and valuable consideration, pay to the order of MCG
FINANCE CORPORATION, as Agent, with recourse.

                  IN WITNESS WHEREOF, NBG Radio Network, Inc. ("Lender") has
caused this Collateral Endorsement of Promissory Note with respect to a $15,000
Note dated June 29, 2001 by Oliver Holmes payable to the order of Lender, to be
executed in Lender's name and on its behalf, as an instrument under seal, on the
30th day of June, 2001.



                                    NBG RADIO NETWORK, INC.

                                    By:      /s/ John A. Holmes III
                                             -----------------------------------
                                    Name:    John A. Holmes III
                                             -----------------------------------
                                    Title:   President
                                             -----------------------------------