NOTE EXTENSION AGREEMENT

                            NOTE EXTENSION AGREEMENT

        THIS NOTE EXTENSION 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")

                                     Recital

        Whereas, Orion has loaned to Citadel, $500,000 in principal amount
pursuant to a promissory note dated as of December 9, 2003 ("December Orion
Note"), $250,000 in principal amount pursuant to a promissory note dated as of
March 7, 2004 ("March Orion Note"), and $250,000 in principal amount pursuant to
a promissory note dated as of July 2, 2004 ("July Orion Note");

        Whereas, the December Orion Note, the March Orion Note and the July
Orion Note each currently provide for a Maturity Date of September 15, 2004; and

        Whereas, Orion and Citadel intend to extend the Maturity Date of each of
the December Orion Note, the March Orion Note and the July Orion Note to
November 1, 2004.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the covenant and agreement herein
contained, the parties hereto herby agree as follows:

        1. Extended Maturity Date. The Maturity Date of each of the December
Orion Note, the March Orion Note and the July Orion Note is hereby extended to
November 1, 2004.

        2. No Other Changes. All other terms of the December Orion Note, the
March Orion Note and the July Orion Note, including the exhibits and agreements
referenced therein or included therewith, shall remain in full force and effect
and are hereby confirmed. All capitalized terms not defined herein, shall have
the meaning set forth in the Orion Notes.


ORION ACQUISITION CORP. II

_____/S/ Xxxxxxxxxxx Marlett_______________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title:  President


CITADEL MEDIA, INC.

_____/S/ Xxxxxxx Crumb_____________________
Name: Xxxxxxx X. Xxxxx
Title:  President