AMENDMENT NO 1. TO SECURITY AGREEMENT

     This Amendment No 1 dated March 9, 2004 ("Amendment") to the Security
Agreement dated December 9, 2003 (together referred to as the "Security
Agreement") is by and among Citadel Media, Inc., a Washington corporation
("Media"), TheInsiders.com, LLC, a Washington limited liability company and
Citadel Publishing, LLC, both wholly owned subsidiaries of Media (collectively
"Subsidiaries"), and Orion Acquisition Corp. II, a Delaware corporation
("Lender").

                                    Recitals

     Whereas, pursuant to the terms of the Note of even date herewith in the
amount of $250,000 issued by Media, Lender has loaned money to Media for the
consolidated business operations of Media and the Subsidiaries; and;

     Whereas, Lender has previously lent the amount of $500,000 on December 9,
2003 ("December Orion Note") to Media for the consolidated business operations
of Media and the Subsidiaries and wishes to include the new loan within the
terms of the Security Agreement.

                                    Agreement

     NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree as follows:

     1.1. RESTATEMENT OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS. Media
and each of the Subsidiaries, jointly and severally, restate the
representations, warranties and covenants set forth in the Security Agreement
dated December 9, 2003, as if made on the date of this Amendment, and represent
that each is not in breach thereof.

     1.2. DEFINITIONS MODIFIED. The following definitions in the Security
Agreement are hereby amended by this Amendment.

          (a). "DEFAULT" means, at the sole option of Lender, the occurrence of
any of the following:

               (i). Media fails to pay interest or principal payments when due
and payable under the Note, or any other event of default occurs under the terms
of the Note;

               (ii). Media fails to pay interest or principal payments when due
and payable under the December Orion Note, or any other event of default occurs
under the terms of the December Orion Note;

               (iii). Media or Subsidiaries fails to comply with any of the
Obligations, or fails to perform or observe any term, condition or covenant in
this Security Agreement; or

               (iv). Media or Subsidiaries breaches any of the representations
and warranties in this Security Agreement or violates any covenants in this
Security Agreement.

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          (b). "NOTE" means the Promissory Note between Media and the Lender of
even date issued by Media in the principal amount of $250,000 and the December
Orion Note.

          (c). "OBLIGATIONS" means any and all of the debts, financial
obligations, and other duties owed by Media and each of the Subsidiaries under
(i) this Security Agreement; (ii) the Note; (iii) the December Orion Note, and
(iv) any and all of Media and each of the Subsidiaries Media other present and
future financial or other obligations to Lender.

          (d). "PERMITTED ENCUMBRANCES" means (i) the loan from Media to the
Subsidiaries, or (ii) purchase money security interests, or security interest
granted on assets hereafter acquired by Media or the Subsidiaries.

     1.3. REAFFIRMATION OF SECURITY AGREEMENT. Unless otherwise herein provided,
the Security Agreement is hereby reaffirmed by the Maker and the Subsidiaries in
all respects. All terms not otherwise defined herein shall have the meanings
assigned to them in the Security Agreement dated December 9, 2003.

     IN WITNESS WHEREOF, the parties have signed this agreement as of the date
first above written.

MEDIA:

CITADEL MEDIA, INC.
2125 Western Avenue, Suite 200
Seattle, WA  98121

/s/ James C. Heckman
--------------------
By: James C. Heckman
Title: Chief Executive Officer

CITADEL PUBLISHING, LLC
2125 Western Avenue, Suite 200
Seattle, WA  98121

/s/ James C. Heckman
--------------------
By: James C. Heckman
Title: Chief Executive Officer

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THEINSIDERS.COM, LLC:

2125 Western Avenue, Suite 200
Seattle, WA  98121

/s/ James C. Heckman
--------------------
By: James C. Heckman
Title: Chief Executive Officer

ORION ACQUISITION CORP. II:
Suite 1020
401 Wilshire Boulevard
Santa Monica, California 90401

/s/ Dyana Marlett
-----------------
By: Dyana Marlett
Title: Secretary

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