Exhibit 10.2

March 7, 2002


NBG Radio Network, Inc.
The Cascade Building
520 SW Sixth Avenue
7th Floor
Portland, Oregon  97204
Attention: John A. Holmes, III, President


         RE: MCG Capital Corporation Advisory and Assistance Engagement Letter


Dear John:


This letter will memorialize the engagement of MCG Capital Corporation ("MCG")
by NBG Radio Network ("Company") as its non-exclusive financial advisor ("The
Engagement").

MCG has provided the following advisory services to the Company (the
"Engagement"):

     1.  Due diligence,  financial modeling,  and deal structuring for potential
         acquisitions.

     2.  Financial  analysis,  strategic  advice,  and modeling of the Company's
         current operations,  including cost-side structuring,  budget analysis,
         inventory  analysis model for investors,  discounted cash flow analysis
         for programming  acquisitions,  and  maximization of capital  structure
         analysis.

     3.  Advice  and  assistance   regarding  Company's  financing   activities,
         financial modeling, benchmarking, budgeting, and projection activities,
         acquisition, divestiture and other strategic planning activities.


     The  Company  agrees that MCG has no  responsibility  to the Company or any
     other parties for the accuracy,  completeness  or legal  sufficiency of any
     financial statements,  memoranda or any documentation prepared for by or on
     behalf  of the  Company  or  for  verification  of  any of the  information
     contained  therein.   Appropriate   officials  of  the  Company  have  been
     responsible for reviewing any memoranda or other documentation prior to its
     use to  determine  that is does not contain any material  misstatements  or
     omissions.

     The Company hereby represents,  warrants and covenants that all information
     furnished  to MCG by the  Company  has been  complete  and  correct  in all
     material   respects  when  furnished  and  has  not  contained  any  untrue
     statements of a material fact or omit to state a material fact necessary in
     order to make the  statement  therein  not  misleading  in the light of the
     circumstances under which statement was made.

     The  Company  hereby  agrees  that  neither  MCG nor any of its  directors,
     officers,  employees or agents  shall have any  liability to the Company or
     any other person  (whether  sounding in tort,  contract or  otherwise)  for
     losses or costs  suffered  or  incurred  in  connection  with or in any way
     related to the transactions contemplated or the relationship established by
     this  Engagement,  or any act,  omission or event  occurring in  connection
     herewith,  except for  foreseeable  actual losses  resulting  directly from
     MCG's own gross  negligence,  bad faith or fraud, and the Company agrees to
     provide   indemnification  for  any  such  costs,  losses  or  liabilities.
     Moreover, the Company and MCG each agree that neither party hereto (nor any
     of their directors, officers, employees or agents) shall have any liability
     with  respect  to  any  special,  indirect,   consequential,   punitive  or
     non-foreseeable  damages  suffered by any other party hereto in  connection
     with or in any way related to the transactions contemplated or the

<PAGE>
     relationship established by this Engagement,  or any act, omission or event
     occurring in connection herewith.

     As  compensation  for services that have been provided by MCG in connection
     with the Engagement,  and for such other routine,  non-material  advice and
     assistance  that  may be  provided  to the  Company  by  MCG  (upon  mutual
     agreement  of the Company and MCG) through  December 31, 2002,  the Company
     hereby  agrees to pay MCG an Advisory  Fee in the amount of $400,000  which
     fee shall be fully  earned  and  non-refundable  as of the date  hereof and
     shall be payable in full upon the earlier to occur of (1) the closing  date
     of the  Company's  next  corporate  development  or financing  transaction,
     including,  without  limitation,  any increase or restructure of the Credit
     Facility,  any merger or  acquisition or any issuance of equity (other than
     pursuant to a stock option  plan),  or (2)  November 30, 2002.  If an event
     contemplated  in  clause  number  (1)  above  does not occur on or prior to
     November 30, 2002, Borrowers agree that a principal payment equal to 25% of
     Excess Cash Flow (i.e.,  Operating  Cash Flow minus Total  Charges) for the
     trailing  twelve-month  period  ending  November  30, 2002 (such  principal
     payment not to exceed the amount of the  Advisory  Fee) shall be paid on or
     before December 15, 2002 in immediately  available funds and applied to the
     Advisory  Fee,  with  the  balance  of such  Advisory  Fee,  if any,  being
     thereupon  financed  through an additional  advance of principal  under the
     Term Loan Facility.





         Sincerely,


         /s/NICK KRAWCZYK
         --------------------------------
         Nick Krawczyk
         Managing Director, MCG



         Agreed and Accepted by:


         NBG Radio Network

         /s/JOHN HOLMES
         --------------------------------
         John Holmes, President & CEO

         Date:  3/7/02