SECOND MODIFICATION AGREEMENT

                          SECOND MODIFICATION AGREEMENT

        This SECOND MODIFICATION AGREEMENT ("Agreement") dated as of September

15, 2004, by and between Citadel Media, Inc., a Washington corporation

("Citadel"), and Orion Acquisition Corp. II, a Delaware corporation ("Orion").

                                    RECITALS

        Whereas, the parties entered into a Agreement and Plan of Merger, dated

June 23, 2004, as amended on July 2, 2004 ("Merger Agreement"), which provided

for a closing of the merger of Citadel with and into Orion ("Merger") on or

before, but no later than July 31, 2004 ("Closing Date"), and

        Whereas, the Merger and Closing Date did not occur, and

        Whereas, the parties hereto wish to terminate the Merger Agreement

without penalty or expense to either, understanding that the terms thereof have

to be reconsidered because of the passage of time and the change in

circumstances that have occurred making the current form no longer entirely

applicable to the previous terms of the business combination; and

        Whereas, the parties may continue discussions for a possible business

combination but wish to do so outside the confines of the prior Merger

documentation.