AMENDED AND RESTATED BYLAWS

                                       OF

                             NBG RADIO NETWORK, INC.


                            (Effective June 1, 1999)


                                   Article I
                                    Offices

     Section 1.   Registered Office.  The registered agent and office of the
Corporation shall reside or be located in the State of Nevada.

     Section  2.  Other  Offices.  The  Corporation  may also  have an office or
offices other than said registered office at such place or places, either within
or without  the State of Nevada,  as the Board of  Directors  shall from time to
time determine or the business of the Corporation may require.

                                   Article II
                            Meetings of Stockholders

     Section 1. Place of  Meetings.  All  meetings of the  stockholders  for the
election of directors or for any other  purpose shall be held at any such place,
either within or without the State of Nevada,  as shall be designated  from time
to time by the Board of  Directors  and  stated in the notice of meeting or in a
duly executed waiver thereof.

     Section 2. Annual Meeting.  The annual meeting of the stockholders shall be
held at such other date and time as shall be designated from time to time by the
Board of  Directors  and stated in the  notice of meeting or in a duly  executed
waiver  thereof.  At such annual  meeting,  the  stockholders  shall elect, by a
plurality  vote, a Board of Directors  and transact  such other  business as may
properly be brought  before the meeting.  If for any reason,  directors  are not
elected  by consent  of the  stockholders  in lieu of a meeting or at the annual
meeting, they may be elected at any special meeting of the stockholders which is
called and held for that purpose.

     Section 3. Special Meetings.  Special meetings of the stockholders,  unless
otherwise  prescribed  by  statute,  may be  called  at any time by the Board of
Directors or the Chairman of the Board,  if one shall have been elected,  or the
President.

     Section 4. Notice of Meetings.  Except as otherwise  expressly  required by
statute,  written notice of each meeting of the  stockholders  stating the date,
place and hour of the meeting, and the purpose or purposes for which the meeting
is called, shall be given to each stockholder of record entitled to vote thereat
not less  than ten (10) or more than  sixty  (60)  days  before  the date of the
meeting.  Business  transacted at any special meeting of  stockholders  shall be
limited to the purposes stated in the notice.  Notice shall be given  personally
or by mail  and,  if by  mail,  shall  be sent in a  postage  prepaid  envelope,
addressed to the  stockholder at his address as it appears on

1 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>


the records  of  the  Corporation.  Notice by mail  shall be deemed given at the
time  when the same  shall be  deposited  in the  United  States  mail,  postage
prepaid.  Notice of any meeting  shall not be required to be given to any person
who attends such meeting,  except when such person attends the meeting in person
or by proxy for the  express  purpose  of  objecting,  at the  beginning  of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened,  or who, either before or after the meeting,  shall submit a
signed written waiver of notice, in person or by proxy.  Neither the business to
be  transacted  at,  nor the  purpose  of,  an  annual  or  special  meeting  of
stockholders need be specified in any written waiver of notice.

     Section 5. List of  Stockholders.  The  officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the  meeting,  arranged in  alphabetical  order,  showing the address of and the
number of shares registered in the name of each stockholder.  Such list shall be
open to the  examination  of any  stockholder,  for any  purpose  germane to the
meeting,  during ordinary business hours, for a period of at least ten (10) days
prior to the meeting,  either at a place within the city,  town or village where
the  meeting is to be held,  which  place  shall be  specified  in the notice of
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who is present.

     Section 6. Quorum.  Unless the statute,  the Articles of  Incorporation  or
these Bylaws provide for different proportions, the holders of a majority of the
voting  power,  which  includes the voting power that is present in person or by
proxy,  regardless of whether the proxy has authority to vote on all matters, of
the issued and outstanding  stock of the  Corporation  entitled to vote thereat,
constitutes  a  quorum  for the  transaction  of  business  at all  meetings  of
stockholders.  If,  however,  such quorum shall not be present or represented by
proxy at any meeting of stockholders, the stockholders entitled to vote thereat,
present in person or represented  by proxy,  shall have the power to adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present or represented by proxy.

     Section 7. Voting Power. Unless the statute,  the Articles of Incorporation
or the Bylaws provide for different proportions, when a quorum is present at any
meeting,  action by the  stockholders  on a matter  other than the  election  of
directors is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action.  Unless otherwise  elected
pursuant to Nevada law,  directors  must be elected at the annual meeting of the
stockholders, by a plurality of the votes cast at the election.

     Section 8. Adjournments. At an adjourned meeting at which a quorum shall be
present or represented by proxy, any business may be transacted which might have
been transacted at the meeting as originally  called.  If the adjournment is for
more than  thirty  days,  or, if after  adjournment  a new record date is set, a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

     Section 9. Organization. At each meeting of the stockholders,  the Chairman
of the Board, if one shall have been elected,  or in his absence or if one shall
not have been elected,  the President shall act as chairman of the meeting.  The
Secretary,  or in his absence or  inability to

2 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)


<PAGE>

act, the person whom the chairman of the meeting shall appoint secretary of the
meeting, shall act as secretary of the meeting and keep the minutes thereof.

     Section 10. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

     Section 11. Voting. Except as otherwise provided by statute or the Articles
of  Incorporation,  each stockholder of record of the Corporation is entitled at
each  meeting  of the  stockholders  to one vote for each  share of stock of the
Corporation  standing  in  his  name  on  the  record  of  stockholders  of  the
Corporation:

          (a) on the date fixed  pursuant  to  the  provisions  of  Section 6 of
Article V  of these  Bylaws  as the  record  date for  the  determination of the
stockholders who shall be entitled to notice of and to vote at such meeting;  or

          (b) if no such record date shall have been so fixed, then at the close
of business on the date next preceding the day on which notice thereof  shall be
given,  or, if  notice is  waived,  at the  close of  business  on the date next
preceding the day on which the meeting is held.

     Section 12. Proxies.  Each  stockholder  entitled  to  vote at any  meeting
of the stockholders may designate another person or persons to act as a proxy or
proxies.  If any stockholder  designates two or more person to act as proxies, a
majority of those persons  present at the meeting,  or, if one is present,  then
that one has and may  exercise all of the powers  conferred  by the  stockholder
upon all of the person so designated unless the stockholder  provides otherwise.
Without limiting the manner in which a stockholder may authorize  another person
or persons to act for him as a proxy,  the following  constitute  valid means by
which a stockholder may grant such authority:

          (a) A stockholder may execute  a writing authorizing another person or
persons to act for him as proxy.The proxy may be limited to action on designated
matters.  Execution  may be  accomplished  by the  signing of the writing by the
stockholder or his authorized officer, director, employee or agent or by causing
the signature of the stockholder to be affixed to the writing by any  reasonable
means, including, but not limited to, a facsimile signature.

          (b) A stockholder may authorize  another person  or  person to act for
him  as proxy  by transmitting  or authorizing  the transmission  of a telegram,
cablegram or other means of  electronic  transmission  to the person who will be
the holder of the proxy or to a firm which solicits proxies or like agent who is
authorized  by the person  who will be the  holder of the proxy to  receive  the
transmission.  Any  such  telegram,  cablegram  or  other  means  of  electronic
transmission  must either set forth or be submitted with  information from which
it  can  be  determined  that  the  telegram,   cablegram  or  other  electronic
transmission  was authorized by the  stockholder.  If it is determined  that the
telegram,  cablegram  or other  electronic  transmission  is valid,  the  person
appointed by the  corporation to count the votes of  stockholders  and determine
the validity or proxies and ballots or other persons making those determinations
must  specify the  information  upon which they  relied.


3 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>

     No such proxy is valid after the  expiration  of 6 months  from the date of
its creation  unless it is coupled with an interest,  or unless the  stockholder
specifies  in it the length of time for which it is to continue in force,  which
may not  exceed  7 years  from  the  date of its  creation.  Subject  to  theses
restriction,  any proxy  properly  created is not revoked and  continues in full
force and effect  until  another  instrument  or  transmission  revoking it or a
properly  created proxy bearing a later date is filed with or transmitted to the
secretary  of the  Corporation  or another  person or persons  appointed  by the
Corporation  to count the votes of  stockholders  and  determine the validity of
proxies and ballots.

    Any such  proxy shall  be delivered  to the  secretary of  the meeting at or
prior to the time  designated  in the order of business for so  delivering  such
proxies.

    Unless  required   by  statute,  or   determined  by  the  chairman  of  the
meeting to be advisable,  the vote on any question  need not be by ballot.  On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.

     Section 13.  Inspectors.  The Board  of Directors  may,  in advance  of any
meeting of  stockholders,  appoint one or more inspectors to act at such meeting
or any adjournment  thereof. If any of the inspectors so appointed shall fail to
appear,  the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath  faithfully  to execute the duties of  inspector  at such  meeting  with
strict  impartiality  and according to the best of his ability.  The  inspectors
shall  determine  the  number  of  shares of  capital  stock of the  Corporation
outstanding  and the voting power of each,  the number of shares  represented at
the meeting,  the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents,  hear and determine all challenges and
questions  arising in connection with the right to vote,  count and tabulate all
votes,  ballots or  consents,  determine  the  results,  and do such acts as are
proper to conduct the  election or vote with  fairness to all  stockholders.  On
request of the chairman of the meeting,  the  inspectors  shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director  shall act as an inspector of an election of  directors.  Inspectors
need not be stockholders.

     Section 14. Action by Consent. Unless otherwise provided in the Articles of
Incorporation  or the Bylaws,  any action required or permitted to be taken at a
meeting of the  stockholders may be taken without a meeting if a written consent
thereto is signed by  stockholders  holding  at least a  majority  of the voting
power,  except that if a different  proportion  of voting  power is required for
such an action at a  meeting,  then  that  proportion  of  written  consents  is
required.

     Section 15. Participation by Telephone or Similar Method.  Unless otherwise
restricted  by the Articles of  Incorporation  or the Bylaws,  stockholders  may
participate in a meeting of the stockholders by means of a telephone  conference
or similar method of  communication  by which all persons  participating  in the
meeting  can hear each  other.  Participation  by such  means  shall  constitute
presence in person at a meeting.

4 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>

                                  Article III
                               Board of Directors

     Section 1. General Powers.  The  business and  affairs  of the  Corporation
shall be managed by or under the direction of the Board of Directors.  The Board
of Directors may exercise all such  authority and powers of  the Corporation and
do all such lawful acts and  things  as are not by  statute or the  Articles  of
Incorporation directed or required to be exercised or done by the stockholders.

     Section  2.  Number and  Qualifications.  Each  director  must be a natural
person who is at least 18 years of age. A director need not be a stockholder  or
a resident  of the State of Nevada.  The number of  directors  constituting  the
whole  board shall be such number as may be fixed from time to time by action of
the  stockholders  or of the directors,  or, if the number is not so fixed,  the
number  shall be at least  one (1) or no more  than  nine  (9).  The  number  of
directors  may be increased or  decreased by action of the  stockholders  or the
directors.

     Section 3. Place of  Meetings.  Meetings  of the  Board of  Directors shall
shall be held at such place or places, within or without the State of Nevada, as
the Board of Directors may from time to time  determine or as shall be specified
in the notice of any such meeting.

     Section  4.  Annual  Meeting.  The Board of  Directors  shall  meet for the
purpose of  organization,  the election of officers and the transaction of other
business,  as soon as practicable after each annual meeting of the stockholders,
on the same day and at the same place where such annual  meeting  shall be held.
Notice of such  meeting need not be given.  In the event such annual  meeting is
not so held,  the annual  meeting of the Board of Directors  may be held at such
other  time or  place  (within  or  without  the  State of  Nevada)  as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article  III.

     Section 5.  Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held at such time and place as the Board of  Directors  may fix. If any
day fixed for a regular  meeting shall be a legal holiday at the place where the
meeting is to be held,  then the meeting  which would  otherwise be held on that
day shall be held at the same hour on the next  succeeding  business day. Notice
of  regular  meetings  of the  Board of  Directors  need not be given  except as
otherwise required by statute or these Bylaws.

     Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board,  if one shall have been  elected,  or by
two or more directors of the Corporation or by the President.

     Section 7. Notice of Meetings.  Notice of each special meeting of the Board
of Directors  (and of each  regular  meeting for which notice shall be required)
shall be given by the  Secretary as  hereinafter  provided in this Section 7, in
which  notice  shall be  stated  the time and  place of the  meeting.  Except as
otherwise  required by these  Bylaws,  such notice need not state the purpose of
such meeting.  Notice of each such meeting shall be mailed,  postage prepaid, to
each director,  addressed to him at his residence or usual place of business, by
first-class  mail,  at least two days before the day on which such meeting is to
be held, or shall be sent  addressed to him at such place by  telegraph,  cable,
telex, telecopier or other similar means, or be delivered to

5 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>


him personally or be given to him by telephone, or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall,  either  before or
after the  meeting,  submit a signed  waiver of notice or who shall  attend such
meeting,  except when he shall attend for the express  purpose of objecting,  at
the beginning of the meeting,  to the  transaction  of any business  because the
meeting is not  lawfully  called or  convened.

     Section 8. Quorum and Manner of Acting.  A majority of the entire  Board of
Directors  shall  constitute  a quorum for the  transaction  of  business at any
meeting of the Board of Directors,  and, except as otherwise  expressly required
by  statute or the  Articles  of  Incorporation  or these  Bylaws,  the act of a
majority  of the  directors  present at any meeting at which a quorum is present
shall be the act of the Board of  Directors.  In the  absence of a quorum at any
meeting of the Board of Directors,  a majority of the directors  present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned  meeting shall be given to the directors  unless such time
and place were announced at the meeting at which the  adjournment  was taken, in
which case such notice shall only be given to the directors who were not present
thereat. At any adjourned meeting at which a quorum is present, any business may
be  transacted  which might have been  transacted  at the meeting as  originally
called.  The directors  shall act only as a Board and the  individual  directors
shall have no power as such.

     Section 9.  Organization.  At each meeting of the Board of  Directors,  the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected,  the President (or,
in his absence,  another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary,  or, in
his absence,  any person appointed by the chairman shall act as secretary of the
meeting and keep the minutes thereof.

     Section 10. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his  resignation to the  Corporation.  Any such
resignation  shall  take  effect at the time  specified  or, if the time when it
shall become  effective  shall not be specified  therein,  immediately  upon its
receipt.  Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

     Section 11.  Vacancies.  Any vacancy in the Board of  Directors,  including
those  caused by an  increase in the number of  directors,  may be filled by the
vote of a majority of the remaining directors, though less than a quorum. Unless
otherwise provided in the Articles of Incorporation,  when one or more directors
give notice of his or their  resignations  to the Board,  effective  at a future
date,  the Board may fill the  vacancy  or  vacancies  to take  effect  when the
resignation or resignations become effective, each director so appointed to hold
office during the  remainder of the term of office of the resigning  director or
directors.

     Section  12.  Removal of  Directors.  Except as  otherwise  provided by the
Articles of Incorporation or statute, any director may be removed from office by
the vote of  stockholders  representing  not less than  two-thirds of the voting
power of the issued and outstanding stock entitled to voting power.

6 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>

     Section  13.  Compensation.  The Board of  Directors  shall  serve  without
compensation,  unless otherwise determined by the Board of Directors.  The Board
of  Directors,   without  regard  to  personal   interest,   may  establish  the
compensation  of  directors  for  services in any  capacity.  Directors  will be
reimbursed for expenses incurred for services rendered to the Corporation.

     Section  14.  Committees.  Unless  otherwise  provided  in the  Articles of
Incorporation,  the Board of  Directors  may  designate  one or more  committees
(including  any  executive  committee)  which,  to the  extent  provided  in the
resolution or resolutions or in the Bylaws,  have and may exercise the powers of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may have power to authorize the seal of the  Corporation to be
affixed to all  papers on which the  Corporation  desires  to place a seal.  The
committee  or  committees  must  have such name or names as may be stated in the
Bylaws or as may be determined  from time to time by  resolution  adopted by the
Board of  Directors.  Each  committee  must include at least one director of the
Corporation  and the Board of Directors may appoint  natural persons who are not
directors to serve on any committee. The Board of Directors may designate one or
more persons as alternate  members of any committee,  who may replace any absent
member at any meeting of the committee.  Each such committee  shall serve at the
pleasure of the Board of Directors. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors.

     Section  15.  Action by  Consent.  Unless  restricted  by the  Articles  of
Incorporation,  any action  required  or  permitted  to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such  committee  consent in writing to the adoption
of a resolution  authorizing the action. The resolution and the written consents
thereto by the  members of the Board of  Directors  or such  committee  shall be
filed with the  minutes of the  proceedings  of the Board of  Directors  or such
committee.

     Section 16. Participation by Telephone or Similar Method. Unless restricted
by the  Articles  of  Incorporation,  any one or more  members  of the  Board of
Directors or any committee  thereof may participate in a meeting of the Board of
Directors or such committee by means of a telephone conference or similar method
of communication by which all persons participating in the meeting can hear each
other.  Participation  by such means  shall  constitute  presence in person at a
meeting.

     Section 17. Restrictions on Transactions  Involving Interested Directors or
Officers.  A  contract  or  other  transaction  is not void or  voidable  solely
because:  (a) the contract or transaction is between the Corporation and (i) one
or more of its  directors or  officers;  or (ii)  another  corporation,  firm or
association  in which one or more of its  directors or officers are directors of
officers or are financially  interested;  or (b) a common or interested director
or  officer  (i) is  present  at the  meeting  of the  Board of  Directors  or a
committee  thereof which authorized or approves the contract or transaction;  or
(ii) joins in the execution of a written  consent  which  authorizes or approves
the contract or transaction;  or (c) the vote or votes of a common or interested
director are counted for the purpose of authorizing or approving the contract or
transaction, if one of the following circumstances exists:

7 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>

          (a) The fact of the common directorship, office or financial  interest
is known to the Board of Directors  or  committee,  and the  Board or  committee
authorizes,  approves or ratifies the contract or transaction in good faith by a
vote sufficient for the purpose without counting the vote or votes of the common
or interested director or directors; or

          (b) The fact of the common directorship,  office or financial interest
is  known  to  the  stockholders,  and  they  approve  or  ratify the contact or
or  transaction  in  good faith  by a  majority vote of  stockholders  holding a
majority of the voting power.  The  votes of the  common or interested directors
directors or officers must be counted in any such vote of stockholders.

          (c) The fact of the common directorship,  office or financial interest
is known to the  director or  officer  at  the time the  transaction  is brought
before the Board of Directors of the Corporation for action.

          (d) The contract or  transaction is fair as to the  Corporation at the
time it is authorized or approved.

     Common or interested  directors may be counted in determining  the presence
of a quorum at a meeting of the Board of Directors or a committee  thereof which
authorizes,  approves or ratifies a contract or transaction, and if the votes of
the  common or  interested  directors  are not  counted at the  meeting,  then a
majority  of the  disinterested  directors  may  authorize,  approve or ratify a
contract or transaction.

                                   Article IV
                                    Officers

     Section 1. Number and Qualifications. The officers of the Corporation shall
be appointed  by the  Board of Directors and shall  nclude  the  President,  the
Secretary and the Treasurer,  and may include the Chairman of the Board,  one or
more Vice Presidents,  assistant  secretaries and assistant  treasurers and such
other  officers  and agents as may be deemed  necessary.  All  officers  must be
natural  persons  and any  natural  person  may hold two or more  offices.  Each
officer  shall hold  office  until the first  meeting of the Board of  Directors
following the next annual meeting of the stockholders,  and after the expiration
of this term until a  successor  is chosen or until his  resignation  or removal
before the  expiration of his term. A failure to elect officers does not require
the  Corporation  to be  dissolved.  Any vacancy  occurring  in an office of the
Corporation by death,  resignation,  removal or otherwise, must be filled as the
Bylaws provide, or in the absence of such a provision by the Board of Directors.

     Section 2.  Resignations.  Any officer of the Corporation may resign at any
time by giving  written  notice of his  resignation to the Board of Directors or
the President or the Secretary.  Any such  resignation  shall take effect at the
time specified  therein or, if the time when it shall become effective shall not
be specified therein,  immediately upon its receipt.  Unless otherwise specified
therein,  the acceptance of any such resignation  shall not be necessary to make
it effective.

     Section 3. Removal.  Any officer of the Corporation may be removed,  either
with or without  cause,  at any time,  by the Board of  Directors at any meeting
thereof.

8 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>


     Section 4.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall perform such other duties as
from time to time may be prescribed by the Board.

     Section  5. The  President.  The  President  shall be the  chief  executive
officer  of the  Corporation  and,  subject  to the  control  of  the  Board  of
Directors,  in general and shall supervise,  direct and control the business and
affairs  and the  other  officers  (except  the  Chairman  of the  Board) of the
Corporation.  In the absence of the  Chairman of the Board,  or if a Chairman of
the Board has not been elected,  the President  shall preside at each meeting of
the Board of Directors or the  stockholders.  The  President  shall  perform all
duties incident to the office of President and chief executive  officer and such
other  duties  as may  from  time to time be  assigned  to him by the  Board  of
Directors.

     Section 6.  Vice-Presidents.  Each  Vice-President  shall  perform all such
duties as from time to time may be assigned to him by the Board of  Directors or
the President. At the request of the President or in his absence or in the event
of his  inability  or refusal to act, the  Vice-President,  or if there shall be
more than one,  the  Vice-Presidents  in the  order  determined  by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election),  shall perform the duties of the President,  and, when
so acting,  shall have the powers of and be subject to the  restrictions  placed
upon the President in respect of the performance of such duties.

     Section 7.  Treasurer.  The Treasurer shall:

     (a) have charge and custody of, and be  responsible  for, all the funds and
securities of the Corporation;

     (b) keep full and accurate  accounts of receipts and disbursements in books
belonging to the Corporation;

     (c) deposit all moneys and other valuables to the credit of the Corporation
in such  depositaries as may be designated by the Board of Directors or pursuant
to its direction;

     (d)  receive,  and  give  receipts  for,  moneys  due  and  payable  to the
Corporation from any source whatsoever;

     (e) disburse the funds of the  Corporation and supervise the investments of
its funds, taking proper vouchers therefor;

     (f) render to the Board of  Directors,  whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and

     (g) in general,  perform all duties incident to the office of Treasurer and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

9 - Amended and Restated Bylaws
    (NBG Radio Network, Inc.)

<PAGE>

Section 8.  Secretary.  The Secretary shall:

     (a) keep or cause to be kept in one or more books provided for the purpose,
the minutes of all meetings of the Board of  Directors,  the  committees  of the
Board of Directors and the stockholders;

     (b) see that all notices are duly given in accordance  with the  provisions
of these Bylaws and as required by law;

     (c) be custodian of the records and the seal of the  Corporation  and affix
and attest the seal to all  certificates  for shares of the Corporation  (unless
the  seal of the  Corporation  on such  certificates  shall be a  facsimile,  as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal (if any);

     (d) see  that  the  books,  reports,  statements,  certificates  and  other
documents and records required by law to be kept and filed are properly kept and
filed; and

     (e) in general,  perform all duties incident to the office of Secretary and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

     Section 9. The Assistant Treasurer.  The Assistant  Treasurer,  or if there
shall be more than one, the Assistant  Treasurers in the order determined by the
Board of Directors (or if there be no such  determination,  then in the order of
their  election),  shall, in the absence of the Treasurer or in the event of his
inability  or refusal to act,  perform the duties and exercise the powers of the
Treasurer  and  shall  perform  such  other  duties  as from time to time may be
assigned by the Board of Directors.

     Section 10. The Assistant Secretary.  The Assistant Secretary,  or if there
shall be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such  determination,  then in the order of
their  election),  shall, in the absence of the Secretary or in the event of his
inability  or refusal to act,  perform the duties and exercise the powers of the
Secretary  and  shall  perform  such  other  duties  as from time to time may be
assigned by the Board of Directors.

     Section 11. Officers' Bonds or Other Security.  If required by the Board of
Directors,  any officer of the  Corporation  shall give a bond or other security
for the faithful  performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.

     Section  12.  Compensation.   The  compensation  of  the  officers  of  the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors.  An officer of the Corporation shall not be prevented
from receiving  compensation by reason of the fact that he is also a director of
the Corporation.

10 - Amended and Restated Bylaws
     (NBG Radio Network, Inc.)

<PAGE>

                                   Article V
                                   Shares etc.

     Section  1. Share  Certificates.  Except as  provided  in Section 2 of this
Article,  each stockholder of the Corporation is entitled to have a certificate,
in such  form as shall be  approved  by the  Board of  Directors  and  signed by
officers  or agents  designated  by the  Corporation,  certifying  the number of
shares of the Corporation  owned by him. The  certificates  representing  shares
shall  be  signed  in  the  name  of  the  Corporation  by  the  President  or a
Vice-President and by the Secretary, an Assistant Secretary, the Treasurer or an
Assistant  Treasurer and sealed with the seal of the Corporation,  if any (which
seal may be a facsimile, engraved or printed); provided, however, that where any
such  certificate  is  countersigned  or  authenticated  by a transfer  agent or
transfer  clerk,  or the registrar of the  Corporation,  then a facsimile of the
signatures  of the  officers,  the  transfer  agent  or  transfer  clerk  or the
registrar of the Corporation may be printed or lithographed upon the certificate
in lieu of the actual signature.  If any officer or officers who have signed, or
whose  facsimile  signature or signatures  have been used on, any certificate or
certificates  for stock cease to be an officer or  officers of the  Corporation,
whether because of death, resignation or other reason, before the certificate or
certificates  have  been  delivered  by  the  Corporation,  the  certificate  or
certificates  may  nevertheless  be adopted by the Corporation and be issued and
delivered  as though  the  person or  persons  who  signed  the  certificate  or
certificates, or whose facsimile signature or signatures have been used thereon,
had not ceased to be an officer of officers of the Corporation.

     Section  2.  Uncertificated  Certificates.  In  lieu of  certificates,  the
Corporation may issue uncertificated  shares of some or all of the shares of any
or all of its classes or series.  The issuance of  uncertificated  shares has no
effect on existing certificates for shares until surrendered to the Corporation,
or on  the  respective  rights  and  obligations  of  the  stockholders.  Unless
otherwise  provided by a specific  statute,  the rights and  obligations  of the
stockholders, are identical whether or not their shares of stock are represented
by  certificates.  Within a  reasonable  time after the  issuance or transfer of
shares  without  certificates,  the  Corporation  shall send the  stockholder  a
written  statement  containing  the  information  required  on the  certificates
pursuant to Section 1 above. At least annually thereafter, the Corporation shall
provide  to  stockholders  of  record,  a  written   statement   confirming  the
information contained in the informational statement previously sent pursuant to
this Section.

     Section 3. Transfer of Shares.  Transfer of shares of the Corporation shall
be made  on the  records  of the  Corporation  only  upon  authorization  by the
registered holder thereof,  or by his attorney thereunto  authorized by power of
attorney duly  executed and filed with the  Secretary or with a transfer  agent,
and on surrender of the  certificate or  certificates  for such shares  properly
endorsed or  accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. The person in whose names shares shall stand on the record
of  stockholders  of the  Corporation  shall be deemed the owner thereof for all
purposes as regards the  Corporation.  Whenever  any transfer of shares shall be
made for collateral security and not absolutely and written notice thereof shall
be given to the  Secretary or to a transfer  agent,  such fact shall be noted on
the records of the Corporation.

11 - Amended and Restated Bylaws
     (NBG Radio Network, Inc.)

<PAGE>

     Section 4.  Transfer  Agents and  Registrars.  The Board of  Directors  may
appoint,  or authorize any officer or officers to appoint,  one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.

     Section 5.  Regulations.  The Board of Directors  may make such  additional
rules and  regulations,  not  inconsistent  with  these  Bylaws,  as it may deem
expedient  concerning the issue,  transfer and  registration of certificates for
shares of the Corporation.

     Section  6.  Fixing of Record  Date.  The Board of  Directors  may fix,  in
advance,  a date not more than sixty (60) nor less than ten (10) days before the
date then fixed for the holding of any meeting of the stockholders or before the
last day on which the consent or dissent of the  stockholders may be effectively
expressed  for any  purpose  without  a  meeting,  as the time as of  which  the
stockholders  entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose,  as the case may be,
shall be determined,  and all persons who were  stockholders of record of voting
shares at such time,  and no others,  shall be entitled to notice of and to vote
at such meeting or to express their consent or dissent,  as the case may be. The
Board of Directors may fix, in advance, a date not more than sixty (60) nor less
than ten (10) days  preceding  the date fixed for the payment of any dividend or
the making of any  distribution  or the  allotment  of rights to  subscribe  for
securities  of the  Corporation,  or for the  delivery  of evidence of rights or
evidences  of  interests  arising out of any change,  conversion  or exchange of
shares or other  securities,  as the record  date for the  determination  of the
stockholders  entitled to receive any such  dividend,  distribution,  allotment,
rights or  interests,  and in such case only the  stockholders  of record at the
time so  fixed  shall  be  entitled  to  receive  such  dividend,  distribution,
allotment, rights or interests.

     Section 7. Lost,  Destroyed  or Mutilated  Certificates.  The holder of any
certificate  representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate,  and the
Corporation  may  issue  a new  certificate  in the  place  of  any  certificate
theretofore  issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated.  The Board of Directors may, in
its discretion,  require such owner or his legal  representatives to give to the
Corporation a bond in such sum, limited or unlimited,  and in such form and with
such surety or sureties as the Board of  Directors  in its  absolute  discretion
shall determine, to indemnify the Corporation against any claim that may be made
against  it  on  account  of  the  alleged  loss  of  destruction  of  any  such
certificate, or the issuance of such new certificate.

                                   Article VI
                                 Indemnification

         To the fullest extent  permitted by law, the  Corporation may indemnify
its officers,  directors,  employees and agents,  including on the terms, to the
extent, and subject to the condition prescribed by statute and by such rules and
regulations, not inconsistent with statute, as the Board of Directors may in its
discretion  impose in general or particular  cases or classes of cases,  (a) the
Corporation  may indemnify any person who was or is a party, or is threatened to
be  made,  a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative,  except an
action by or in the right of the  Corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the Corporation,

12 - Amended and Restated Bylaws
     (NBG Radio Network, Inc.)

<PAGE>

or is or was serving at the request of the  Corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorney's fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful; or (b)
the Corporation may indemnify any person who was or is a party, or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  Corporation to procure a judgment in favor by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise,  against expenses, including amounts paid in
settlement  and  attorney's  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interest of the Corporation;  provided,  indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction,  after exhaustion of all appeals therefrom
to be  liable  to the  Corporation  or for  amounts  paid in  settlement  to the
Corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

         To  the  extent  any  director,  officer,  employee  or  agent  of  the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding  referred to in (a) and (b) above,  or in defense of
any claim, issue or matter therein,  the Corporation shall indemnify him against
expenses,  including attorney's fees, actually and reasonably incurred by him in
connection with the defense.

                                  Article VII
                               General Provisions

     Section 1. Dividends. Subject to statute and the Articles of Incorporation,
dividends or distributions upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting.  Dividends may be paid
in cash, in property or in shares of the Corporation,  unless otherwise provided
by statute or the Articles of Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation  available for dividends such sum or sums as
the Board of Directors may, from time to time, in its absolute discretion, think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining  any property of the  Corporation or
for such other  purpose as the Board of  Directors  may think  conducive  to the
interests of the  Corporation.  The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.

     Section 3. Seal. The seal of the Corporation, if any, shall be in such form
as shall be approved by the Board of Directors.

13 - Amended and Restated Bylaws
     (NBG Radio Network, Inc.)

<PAGE>

     Section 4. Fiscal Year.  The fiscal  year-end of the  Corporation  shall be
November 30 or such other date as the Board of Directors may determine.

     Section 5. Checks, Notes Drafts,  Etc.. All checks,  notes, drafts or other
orders for the payment of money of the Corporation shall be signed,  endorsed or
accepted in the name of the  Corporation  by such officer,  officers,  person or
persons as from time to time may be  designated  by the Board of Directors or by
an  officer  or  officers  authorized  by the  Board of  Directors  to make such
designation.

     Section 6.  Execution of Contracts  Deeds,  Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the  Corporation to enter into or execute and deliver any and all deeds,  bonds,
mortgages,  contracts and other  obligations or instruments,  and such authority
may be general or confined to specific instances.

     Section  7.  Voting  of  Stocks  in Other  Corporations.  Unless  otherwise
provided by resolution of the Board of Directors, or the President, from time to
time,  may (or may  appoint one or more  attorneys  or agents to) cast the votes
which  the  Board of  Directors  may be  entitled  to cast as a  stockholder  or
otherwise in any other  corporation,  any of whose shares or  securities  may be
held by the  Corporation,  at  meetings  of the  holders  of the shares or other
securities of such other corporation,  or to consent in writing to any action by
any such other  corporation.  In the event one or more  attorneys  or agents are
appointed,  the  President may instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent.  The President  may, or
may  instruct  the  attorneys  or agents  appointed  to,  execute or cause to be
executed  in the name and on  behalf  of the  Corporation  and under its seal or
otherwise, such written proxies,  consents,  waivers or other instruments as may
be necessary or proper in the premises.

                                  Article VIII
                                   Amendments

         These Bylaws may be amended or repealed or new Bylaws may be adopted at
any annual or special  meeting of stockholders at which time a quorum is present
or  represented,  by the vote of the  holders of shares  entitled to vote in the
election of directors  provided that notice of the proposed  amendment or repeal
or  adoption of new Bylaws is  contained  in the notice of such  meeting.  These
Bylaws may also be amended or repealed or new Bylaws may be adopted by the Board
at any regular or special  meeting of the Board of Directors.  Bylaws adopted by
the Board of Directors may be amended or repealed by the stockholders.

14 - Amended and Restated Bylaws
     (NBG Radio Network, Inc.)