THE  SECURITIES  REPRESENTED  BY THIS  NOTE HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933 ("ACT"),  AND HAVE BEEN ACQUIRED FOR  INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED  THERETO OR AN OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


                           CONVERTIBLE PROMISSORY NOTE

                                                 Date of Note:  December 9, 2003
(US $500,000)


     FOR  VALUE  RECEIVED,   Citadel  Media,  Inc.,  a  Washington   corporation
(hereinafter  "Maker"),  with its  principal  business  address at 2125  Western
Avenue,  Suite 200, Seattle,  Washington 98121,  promises to pay to the order of
Orion  Acquisition  Corp.  II, a Delaware  corporation,  and its  successors and
assigns  (hereinafter  referred to as the "Holder"),  at 401 Wilshire Boulevard,
Suite  1020,  Santa  Monica,  California,  90401 or such  other  place as may be
designated by the Holder hereof, from time to time, the unpaid principal balance
of this Note,  with  interest  thereon  from the date  hereof,  on the terms and
conditions  set forth  herein.

     1. INTEREST  RATE:  The rate of interest on the unpaid balance of this Note
shall be ten percent (10.0%) per annum,  compounded annually.  All interest will
be  calculated  based on a 360 day year and applied to the actual number of days
elapsed. If this Note is in default,  the aforementioned rate of interest on the
unpaid  balance of this Note will increase to eighteen  percent (18%) per annum,
compounded  annually.

     2. PAYMENTS:  Maker shall pay interest on the principal  outstanding amount
on the Maturity Date or when the principal  amount of this Note is paid,  unless
the Note is  converted  as  provided  in Section  10, in which there shall be no
obligation to pay interest on this Note. The principal amount of this Note shall
be due in full on the Maturity  Date.  Principal  and interest  shall be paid in
lawful money of the United States of America.

     3. ALLOCATION OF PAYMENTS: All sums paid by Maker shall be applied first to
the payment of any costs or expenses  due Holder,  then to any late charges then
due, then to any interest then due, and finally to payment of principal.

     4. PREPAYMENT: Maker may prepay its obligation under this Note in full (but
not in part) on any day prior to the  Maturity  Date,  plus  accrued  but unpaid
interest thereon,  upon fifteen (15) days advance written notice to Holder. This
Note  and any  outstanding  or  accrued  interest  will be  extinguished  on the
consummation of the Merger.

     5. EVENTS OF DEFAULT: The occurrence of one or more of the following events
(herein called "Event of Default") shall constitute a default under this Note:

          5.1 Maker fails to pay the  principal  and  interest  payment when due
under this Note;

          5.2  Maker  shall  makes  a  general  assignment  for the  benefit  of
creditors, or shall file a voluntary petition for bankruptcy,  or shall file any
petition  or answer in  bankruptcy  seeking  for  itself in any  reorganization,
arrangement, composition,  readjustment, dissolution or similar relief, or shall
file any answer admitting the material  allegations of a petition for bankruptcy

<PAGE>


filed  against  Maker in any such  proceeding,  or shall  seek or  consent to or
acquiesce in the appointment of any trustee, receiver or liquidator of Maker, or
of all or any substantial part of the properties of Maker;

          5.3 Within ninety (90) days after the  commencement  of any proceeding
against   Maker   seeking  in  bankruptcy   any   reorganization,   arrangement,
composition,  readjustment,  liquidation,  dissolution  or similar  relief under
bankruptcy laws, such proceeding shall not have been dismissed or, within ninety
(90) days after the appointment  without the consent or acquiescence of Maker of
any trustee,  receiver or liquidator of Maker or of all or any substantial  part
of the properties of Maker, such appointment shall not have been vacated;

          5.4 Any default or breach by Maker or its Subsidiaries of the terms of
the Security Agreement;

          5.5  Upon the  default  by  Maker  or any of its  Subsidiaries  in the
payment of institutional or other debt or obligation (other than trade payables)
aggregating  three hundred thousand dollars  ($300,000.00) or more or any single
debt or obligation  (other than trade payables) of two hundred  thousand dollars
($200,000.00) or more;

          5.6 Failure to observe  any  material  obligation  of Maker under this
Note.

     6.  REMEDIES:  If an Event of Default has  occurred,  the Holder shall give
written  notice of the Event of Default to Maker,  which if not cured within ten
(10)  business  days of the giving of the notice,  then the entire  indebtedness
hereby represented shall become immediately due and payable. Notwithstanding the
foregoing,  if the Event of Default has occurred in the payment of principal and
interest due hereunder,  it will be deemed to be an immediate  Event of Default,
not  requiring  any  notice  thereof  before  the  Holder  may pursue any of its
remedies  hereunder  or under the  Security  Agreement.  All past due amounts of
principal,  interest,  attorneys fees,  advisor's fees and expenses  incurred by
Holder in connection with any default shall be added to the principal balance.

     7. COSTS OF COLLECTION: If this Note is placed in the hands of any attorney
for collection after any Event of Default, whether suit be brought or not, Maker
promises to pay a  reasonable  sum as an attorney  fee, in addition to all costs
and  expenses  incurred  by  Holder  including  costs  of suit  and  preparation
therefor.  Costs and fees covered by this paragraph include, without limitation,
attorneys' fees and expenses for bankruptcy  proceedings  (including  efforts to
modify or vacate any automatic stay or injunction),  appeals and any anticipated
post-judgment collection services, to the extent permitted by applicable law.

     8.  SECURITY:  This Note is secured by a  Security  Agreement  of even date
herewith (the "Security Agreement") which gives a lien upon the property therein
described, the terms of which are incorporated herein.

     9.  WAIVER:   Except  for  the  notices  provided   herein,   Maker  waives
presentment,  demand,  protest and notice of demand,  protest and nonpayment and
consents to any and all renewals and  extensions of the time of payment  hereof,
and further  agrees that at any time the terms of payment hereof may be modified
or security  released  without  affecting  the  liability of Maker to this Note.
Maker  particularly  waives the right to demand any  marshalling  of assets as a
condition to or in connection  with the bringing of action hereon  against Maker
or any other party.

                                       2
<PAGE>

     10. CONVERSION OF NOTE:

          10.1 Conversion  Option.  If there is no Merger as a result of a Media
Withdrawal,  then, at the sole option of Holder, Holder may convert prior to the
Maturity Date all (but not less than all) of the then unpaid  principal  balance
of this Note into  500,000  shares of Series D Preferred  Stock,  as provided in
Section 10.2 hereof;  provided  however,  if the Note is not paid in full by the
Maturity  Date of June 30,  2004,  Holder may elect to convert  this Note at any
time from the Maturity Date of June 30, 2004 until paid in full.

          10.2 Series D Preferred Stock.

               (a).  The  number of shares  of  Series D  Preferred  Stock to be
issued  upon  conversion  of this  Note  shall be  500,000  shares  of  Series D
Preferred Stock.

               (b). If the Note is  converted  into  Series D  Preferred  Stock,
Maker shall also issue to Holder, a Warrant,  substantially in the form attached
hereto as Exhibit 10.2(b) hereof.

               (c). If the Note is converted into Series D Preferred  Stock,  no
interest shall be due on this Note and all accrued interest shall be deemed paid
in full upon issuance of the Warrant.

          10.3 Mechanics and Effect of Conversion. Upon conversion of this Note,
Holder shall  surrender this Note,  duly endorsed,  at the principal  offices of
Maker or any transfer  agent of Maker.  At its expense,  Maker will,  as soon as
practicable  thereafter,  time being of the essence, issue and deliver to Holder
the Warrant and a certificate  or  certificates  for 500,000  shares of Series D
Preferred Stock.  Upon conversion of this Note, the Security  Agreement shall be
terminated  and  Maker  will  be  forever  released  from  all  of  its  payment
obligations under this Note,  including,  without limitation,  obligation to pay
interest on this Note; provided,  however, that for clarity purposes,  the other
provisions  of this Note  shall  continue  in full force and  effect,  including
without  limitations,  the Section 10,  Section 11,  Section 13,  Section 16 and
Section 17 hereof.

          10.4 Note Definitions.

               (a). "Maturity Date" means June 30, 2004.

               (b). "Media  Withdrawal"  shall occur if (i) Maker withdraws from
the negotiations of the Merger,  without good reason or cause,  which such terms
shall include a withdrawal to pursue other financings, Sale of Maker or the like
(it being the  obligation  of Media to negotiate in good faith and in good faith
complete the Merger),  or (ii) Maker fails to negotiate  the terms of the Merger
in good faith,  or (iii) if a merger  agreement  is approved by Maker and Orion,
Maker, or its shareholders,  thereafter fails to approve, vote for, or otherwise
complete the Merger pursuant to said merger agreement.

               (c). "Merger" means any merger, consolidation,  or combination of
          Maker  and  Orion  prior to the  Maturity  Date in which  Orion is the
          survivor thereof.

               (d).  "Orion"  means  Orion  Acquisition  Corp.  II,  a  Delaware
corporation.

               (e). "Sale of Maker" means a sale of all or substantially  all of
Maker's  assets,  or any merger or  consolidation  of Maker with or into another
corporation,  other than a merger or  consolidation  where Maker is the survivor
thereof.

                                       3
<PAGE>

               (f).  "Securities"  means this Note, the Series D Preferred Stock
and any common stock of Maker acquired pursuant to the Warrant.

               (g).  "Series D  Preferred  Stock"  means the Series D  Preferred
Stock, as provided for in the Articles of Incorporation of Maker.

          10.5 Transfer Restrictions.

               (a).  Before any  Securities  held by Holder or any transferee of
Holder  (either  being  sometimes  referred to as the  "Holder")  may be sold or
otherwise  disposed  of Maker  or its  assignee(s)  shall  have a right of first
refusal to purchase the Securities on the terms and conditions set forth in this
Section 10.5 ("Right of First Refusal").

               (b).  The  Holder  of the  Securities  shall  deliver  to Maker a
written notice (the "Notice")  stating:  (i) the Holder's bona fide intention to
sell or otherwise  transfer  such  Securities;  (ii) the name and address of any
proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number
of  Securities  to be  transferred;  and (iv) the  terms and  conditions  of any
proposed  sale or  transfer,  including  the  proposed  purchase  price  for the
Securities to be transferred (the "Offered Price").

               (c).  At any time within  thirty  (30) days after  receipt of the
Notice,  Maker  and/or its  assignee(s)  may,  by giving  written  notice to the
Holder,  elect to purchase all or any portion of the  Securities  proposed to be
transferred  to any one or more of the  Proposed  Transferees,  at the  purchase
price  determined in accordance with Section  10.5(c) below.  The purchase price
("Purchase  Price") for the  Securities  purchased  by Maker or its  assignee(s)
under this Section Section 10.5 shall be the Offered Price. If the Offered Price
includes  consideration  other  than  cash,  the  cash  equivalent  value of the
non-cash consideration shall be determined by the Board in good faith.

               (d).  If any of  the  Securities  proposed  in the  Notice  to be
transferred to a given Proposed Transferee are not purchased by Maker and/or its
assignee(s)  as provided in Section 10.5,  then the Holder may sell or otherwise
transfer such Securities to that Proposed  Transferee at the Offered Price or at
a higher price,  provided that such sale or other transfer is consummated within
sixty (60) days after the date of the Notice and provided  further that any such
sale or other transfer is effected in accordance with any applicable  securities
laws and the Proposed  Transferee and any spouse executes an agreement,  in such
form required by Maker,  agreeing and acknowledging  that the provisions of this
Agreement  shall  continue  to  apply  to the  Securities  in the  hands of such
Proposed  Transferee.  If the  Securities  are not  transferred  to the Proposed
Transferee  within such period, or if the Holder proposes to change the price or
other terms to make them more favorable to the Proposed Transferee, a new Notice
shall be given to Maker,  and Maker and/or its assignees  shall again be offered
the Right of First Refusal before any Securities  held by the Holder may be sold
or otherwise transferred.

               (e). The provisions of this Section 10.5 shall terminate upon the
earlier of (i) Merger;  (ii)  closing of the first sale of common stock of Maker
to the  general  public (an  "Initial  Public  Offering")  under a  registration
statement  declared  effective under the Securities Act of 1933, as amended,  or
any successor statute; (iii) Sale of Maker or (iv) release or terminate of these
restrictions by Maker, which Maker may do at any time in its sole discretion.

          10.6 Restrictive Legends and Stop-Transfer Orders.

               (a). The  Securities  and any  underlying  common stock,  and any
securities issued in respect thereof or exchange  therefor,  may bear one or all
of the following legends:

                                       4
<PAGE>

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED,  THE  WASHINGTON  STATE  SECURITIES ACT OR ANY OTHER
          APPLICABLE  SECURITIES  ACT (THE "ACTS"),  AND NEITHER THE OFFERING OF
          THE  SECURITIES  NOR ANY OFFERING  MATERIALS  HAVE BEEN REVIEWED BY AN
          ADMINISTRATOR  UNDER THE ACTS.  THE  SECURITIES  WERE  ACQUIRED BY THE
          REGISTERED  HOLDER  PURSUANT TO A  REPRESENTATION  THAT THE HOLDER WAS
          ACQUIRING THE SECURITIES WITH THE HOLDER'S OWN FUNDS, FOR THE HOLDER'S
          OWN ACCOUNT,  FOR  INVESTMENT.  THESE  SECURITIES  MAY NOT BE PLEDGED,
          HYPOTHECATED, SOLD, TRANSFERRED, OR OFFERED FOR SALE IN THE ABSENCE OF
          AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THE  SECURITIES  UNDER THE
          ACTS OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE  CORPORATION  THAT
          SUCH REGISTRATION IS NOT REQUIRED.


          THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
          IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT  BETWEEN  CORPORATION AND
          THE  HOLDER,  A COPY OF WHICH IS ON FILE  WITH  THE  SECRETARY  OF THE
          CORPORATION.

Any other legend may be added that Maker  determines  is  authorized or required
pursuant  to this Note or any legend  required by the Blue Sky laws of any state
to the extent such laws are  applicable  to the  Securities  represented  by the
certificate so legended.

          10.7 Refusal to  Transfer.  Maker shall not be required to transfer on
its  books any  Securities  that have  been  sold or  otherwise  transferred  in
violation  of any of the  provisions  of this  Agreement or to treat as owner of
such  Securities or to accord the right to vote or pay dividends to any or other
transferee  to  whom  such  Securities  shall  have  been  so  transferred.  The
Securities  may not be  transferred  or  assigned  in whole  or in part  without
compliance with applicable  federal and state  securities laws by the transferor
and the transferee  (including,  without limitation,  the delivery of investment
representation letters and legal opinions reasonably satisfactory to Maker).

          10.8  Accredited  Investor.  Holder,  other  than  Orion,  must  be an
accredited  investor as defined in Rule 501(a) of Regulation D promulgated under
the Act.

          10.9  "Market  Stand-Off".  In  an  underwritten  registered  offering
effected by Maker,  Holder hereby  agrees that Holder shall not sell,  transfer,
make any short sale of,  grant any option for the  purchase  of,  enter into any
hedging or  similar  transaction  with the same  economic  effect as a sale,  or
otherwise  dispose of, the  Securities  and  underlying  common  stock of Holder
(other than those included in the  registration)  for a period  specified by the
representative  of the  underwriters  of  securities  of Maker not to exceed one
hundred eighty (180) days following the date of the final  prospectus  contained
in a  registration  statement of Maker filed under the  Securities  Act.  Holder
agrees to  execute  and  deliver  such  other  agreements  as may be  reasonably
requested  by  Maker  or  the  representative  of  the  underwriters  which  are
consistent  with the  foregoing or which are  necessary  to give further  effect
thereto.  Maker  may  impose  stop-transfer  instructions  with  respect  to the
Securities  and  underlying  common stock subject to the  foregoing  restriction
until the end of said one hundred eighty (180) day period.

          10.10 Holder Representations. Holder hereby represents and warrants to
Maker that:

               (a). Maker has made available to Holder, or to Holder's attorney,
accountant,  or  representative,  all other documents that Holder has requested.
Holder has requested all documents and other  information that Holder has deemed
necessary or  appropriate  for making an investment in Maker and  purchasing the
Securities.   Maker  has  provided  answers  to  all  questions  concerning  the
investment in the  Securities;  and Holder has carefully  considered and has, to
the extent Holder  believes such discussion  necessary,  discussed with Holder's
professional legal, tax, and financial advisers the suitability of an investment
in Maker for Holder's particular tax and financial situation.  The Securities to
be acquired by Holder will be acquired for  investment for Holder's own account,
not as a nominee or agent,  and not with a view to the resale or distribution of
any part thereof,  and Holder has no present intention of selling,  granting any
participation  in, or otherwise  distributing the same. Holder has full power to

                                       5
<PAGE>

execute this Agreement and consummate the transactions contemplated herein.

               (b).  Holder is aware of Maker's  business  affairs and financial
condition  and has  acquired  sufficient  information  about  Maker  to reach an
informed  and  knowledgeable  decision  to acquire  the  Securities.  Holder has
obtained,  to the extent that Holder deems necessary,  professional  advice with
respect  to the risks  inherent  in the  investment  in the  Securities  and the
suitability of the  investment in the Securities in light of Holder's  financial
condition and investment  needs.  Holder is in a financial  position to purchase
and hold the  Securities  and is able to bear the economic  risk and withstand a
complete loss of Holder's investment in the Securities.

               (c).  Holder  understands  that the Securities have not been, and
will not be,  registered  under the  Securities  Act,  by  reason of a  specific
exemption from the  registration  provisions of the Securities Act which depends
upon, among other things,  the bona fide nature of the investment intent and the
accuracy  of  Holder's  representations  as  expressed  herein.  Holder  further
acknowledges  that  if  an  exemption  from  registration  or  qualification  is
available,  it may be conditioned  on various  requirements  including,  but not
limited to, the time and manner of sale, the holding period for the  Securities,
and on requirements relating to Maker which are outside of Holder's control, and
which  Maker is  under  no  obligation  and may not be able to  satisfy.  Holder
understands that no public market now exists for any of the securities issued by
Maker,  and that Maker has made no  assurances  that a public  market  will ever
exist for the Securities.

               (d). Holder  acknowledges that it has purchased the Securities in
a private offering between Maker and Orion and that Holder has not purchased the
Note as a result of any form of general  solicitation  or  general  advertising,
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio, or television,
or any  seminar  or  meeting  whose  attendees  have  been  invited  by  general
solicitation  or general  advertising.  Holder further  represents  that it is a
California corporation with its principal place of business in Delaware.

     11. PIGGY BACK REGISTRATION RIGHTS.

          11.1 Maker Registration.

               (a). Notice of Registration.  If at any time or from time to time
Maker shall  determine  to register  any of its  securities,  either for its own
account  or the  account  of a  security  holder or  holders,  other  than (x) a
registration  relating  solely to employee  benefit  plans,  (y) a  registration
relating solely to a Commission Rule 145 transaction  pursuant to the Securities
Act, or a registration on any  registration  form that does not permit secondary
sales, or (z) a registration statement on Form S-4, Maker will:

                    (i). promptly give Holder notice thereof, and

                    (ii).   include  in  such   registration  (and  any  related
qualification under blue sky laws or other compliance),  and in any underwriting
involved  therein,  all the shares of common  stock  issued or  issuable  to the
Holder  following  any exercise of the Warrant or acquired  pursuant to the Note
(the "Registrable  Securities")  specified in a written request or requests made
within  fifteen (15) days after receipt of such written notice from Maker by the
Holder.

               (b).  Underwriting.  If the  registration  of which  Maker  gives
notice is for a registered  public  offering  involving an  underwriting  of the
Maker's securities on behalf of the Maker, Maker shall so advise the Holder as a

                                       6
<PAGE>

part of the written  notice given pursuant to Section  11.1(a)).  In such event,
the  right  of  Holder  to  registration  pursuant  to  Section  11.1  shall  be
conditioned upon Holder's  participation in such  underwriting and the inclusion
of Registrable  Securities in the  underwriting,  to the extent requested and to
the extent  provided  herein.  Holder shall  (together  with Maker and the other
holders  distributing  their securities  through such  underwriting  (the "Other
Participating  Holders")) enter into an underwriting agreement in customary form
with  the  managing   underwriter  selected  for  such  underwriting  by  Maker.
Notwithstanding  any other  provision  of this  Section  11.1,  if the  managing
underwriter  reasonably  determines  that factors  require a  limitation  of the
number of shares to be  underwritten,  the  managing  underwriter  may limit the
number of Registrable  Securities (along with securities of Other  Participating
Holders) to be  included in the  registration  and  underwriting,  on a pro rata
basis  based on the  total  number  of  securities  requested  to be  registered
pursuant to  registration  rights granted to Holder and the Other  Participating
Holders by Maker;  except for a  registration  relating to the  Maker's  initial
public offering ("IPO"),  IPO from which all Registrable  Securities (along with
securities of Other Participating Holders) may be excluded. If the Holder or any
Other  Participating  Holder  disapproves of the terms of any such underwriting,
it, he or she may elect to withdraw therefrom by written notice to Maker and the
managing   underwriter.   Any   securities   excluded  or  withdrawn  from  such
underwriting shall be withdrawn from such registration.

               (c). Right to Terminate Registration.  Maker shall have the right
to  terminate or withdraw  any  registration  initiated by it under this Section
11.1 prior to the effectiveness of such registration,  whether or not the Holder
has elected to include securities in such registration.

          11.2 Expenses of Registration.  All registration  expenses incurred in
connection  with any  registration  pursuant to Section 11  excluding  (1) legal
expenses  of  counsel  to the  Holder  and (2)  underwriting  discount,  selling
commissions  or brokers fees relating to the sale of  Registrable  Securities by
the Holder, shall be borne by Maker.

          11.3  Registration  Procedures.  In the  case  of  each  registration,
qualification or compliance effected by Maker pursuant to this Section 11, Maker
will:

               (a). Prepare and file with the Securities and Exchange Commission
(the "Commission") a registration  statement with respect to such securities and
use its best efforts to cause such  registration  statement to become effective,
and  remain  effective  until the  distribution  described  in the  registration
statement  has been  completed,  but in no event longer than one hundred  twenty
(120) days.

               (b).  Prepare and file with the  Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of the  Securities  Act and the  rules and  regulations  promulgated
thereunder.

               (c).  Furnish to the Holder and to the  underwriters,  if any, of
the  securities  being  registered  such  reasonable  number  of  copies  of the
registration statement,  preliminary prospectus, final prospectus and such other
documents as the Holder and such underwriters may reasonably request in order to
facilitate the public offering of such securities.

               (d). Use its best efforts to register and qualify the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders;
provided  that Maker  shall not be  required  in  connection  therewith  or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions,  unless Maker is already
subject to service in such  jurisdiction  and except as may be  required  by the
Securities Act.

                                       7
<PAGE>

               (e). Notify the Holder of Registrable  Securities covered by such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

               (f). Cause all such Registrable Securities registered pursuant to
this Section 11 to be listed on each securities exchange or other trading market
on which similar securities issued by Maker are then listed.

               (g).  Provide a transfer agent and registrar for all  Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration.

          11.4  Information  by Holder.  The Holder shall  furnish to Maker such
information  regarding the Holder as Maker may reasonably request in writing and
as shall be required  in  connection  with any  registration,  qualification  or
compliance referred to in this Section 11.

          11.5  Transfer of  Registration  Rights.  The rights to cause Maker to
register  securities  granted to the Holder under Section 11 may not be assigned
to a transferee  or assignee in  connection  with any transfer or  assignment of
Registrable  Securities by the Holder  (together with any affiliate);  provided,
however,  that such rights may be assigned to an affiliate of Holder if (a) such
transfer may  otherwise be effected in  accordance  with  applicable  securities
laws, (b) notice of such  assignment is given to Maker,  and (c) such transferee
or assignee affiliate agrees to be bound by the terms and conditions of the Note
and the Warrant.

          11.6 Termination of Rights. The rights of the Holder to cause Maker to
register  securities  under Section 11 shall terminate on the earlier of (a) the
second anniversary of the effective date of the IPO or (b) such time as Rule 144
under the Securities Act or another  similar  exemption under the Securities Act
is available for the sale of all of the  Registrable  Securities  during a three
(3)-month period without registration; provided, however, that in no event shall
such  registration  rights  terminate  prior  to the  first  anniversary  of the
effective date of the IPO.

     12. NOTICE.  For so long as the principal and interest due hereon is unpaid
in full,  Maker hereby agrees (A) to give written  notice to the Holder not less
than  twenty (20) days prior to (i) Sale of Maker,  consummation  of any merger,
consolidation, or combination involving Maker or any of its subsidiaries,  other
than such with Orion,  (ii) the consummation of the sale of all or substantially
all of the assets of Maker or any of its subsidiaries by any methodology,  (iii)
the  sale,  issuance  or  transfer  of any  securities  of  Maker  or any of its
subsidiaries  by any of  those  entities  which  results  in or may  result  the
increase of number of shares of common stock outstanding now or in the future by
more than 25% of Maker or any of its  subsidiaries,  or (iv) the consummation of
any loan in equal to or in excess of $200,000, (B) to give written notice to the
Holder as soon as practicable, time being of the essence, upon its learning of a
change of control or potential  change of control of more than 25% of the common
stock of Maker or its subsidiaries  whether by transfer,  sale,  option,  voting
agreement or other methodology  where the beneficial  ownership changes or could
change, as beneficial ownership is defined under Section 13(d) of the Securities
Exchange Act of 1934, and (C) to give written notice to the Holder not less than
ten days  prior to any  notice is given of any  solicitation  of the vote of the
shareholders (common or preferred or other) of Maker or any of its subsidiaries,
which notice will include all the  solicitation  materials being given to any of
those shareholders.

                                       8
<PAGE>

     13.  APPLICABLE LAW: This Note shall be governed by, construed and enforced
in accordance with the internal laws of the State of Washington,  without giving
effect to principles  and provisions  thereof  relating to conflict or choice of
laws irrespective of the fact that any one of the parties is now or may become a
resident of a different state or country.

     14. BUSINESS PURPOSE: Maker represents and warrants that all funds advanced
to  Maker  evidenced  by  this  Promissory  Note  will  be  used  primarily  and
exclusively  for business  purposes of Maker and its  subsidiaries,  and that no
portion  of said  proceeds  will be used  for any  personal,  family  household,
agricultural or other consumer purposes.

     15.  FAILURE TO ENFORCE  NOT A WAIVER:  Failure  to  exercise  any right or
option of Holder  shall not  constitute  a waiver of the right to exercise  such
right or option if Maker is in default  hereunder.  Failure of Holder to require
strict compliance with the terms of this Note shall not waive the Holder's right
to require strict compliance in the future.

     16.  NOTICES:  Maker  shall give  notice of any Event of Default  under the
terms of this Note immediately,  time being of the essence,  to the Holder.  All
payments, notices, demands, requests,  consents, approvals and other instruments
required or permitted to be given pursuant to the terms of this Note shall be in
writing and shall be deemed sufficient upon delivery,  when delivered personally
or by a nationally-recognized  delivery service, or forty-eight (48) hours after
being deposited in the U.S. Mail, as certified or registered  mail, with postage
prepaid,  addressed to the party to be notified at such  party's  address as set
forth below or as subsequently modified by written notice.

     17. ARBITRATION:  If any dispute,  controversy, or claim arises between the
parties  out of or in  relation to this Note,  or the  breach,  termination,  or
invalidity thereof,  both parties by mutual negotiation shall attempt to come to
a reasonable  settlement  of the same as soon as possible.  If no  settlement is
reached  within  thirty  (30) days from the  first  notification  of the same in
writing by either  party,  the same shall be settled by binding  arbitration  in
accordance  with the American  Arbitration  Rules in effect as of the  effective
date  of  this  Agreement.  The  appointing  authority  shall  be  the  American
Arbitration  Association  office  located in Seattle,  Washington,  and the case
shall be  administered  by the same authority in accordance  with its procedures
for cases under the Commercial Arbitration Rules. The place of arbitration shall
be Seattle,  Washington,  or such other  location as the parties may agree.  The
number of arbitrators  shall be one, unless the parties cannot agree on a single
arbitrator.  In such event,  the parties shall each choose one  arbitrator,  and
these two arbitrators shall choose a third arbitrator who shall preside over the
proceedings.  The awards rendered by the arbitrators  shall be final and binding
upon both parties  concerned,  and judgment upon the award may be entered in any
court  having  jurisdiction  thereof.  The  allocation  of the  expenses  of the
arbitration shall be effected by the arbitration decision.

     18. ORAL  AGREEMENTS,  PROMISES,  OR  COMMITMENTS  TO: (1) LOAN MONEY,  (2)
EXTEND CREDIT, (3) MODIFY OR AMEND ANY TERMS OF THE LOAN DOCUMENTS,  (4) RELEASE
ANY GUARANTOR,  (5) FORBEAR FROM ENFORCING REPAYMENT OF THE LOAN OR THE EXERCISE
OF ANY  REMEDY  UNDER  THE  LOAN  DOCUMENTS  OR (6)  MAKE  ANY  OTHER  FINANCIAL
ACCOMMODATION PERTAINING TO THE LOAN ARE ALL UNENFORCEABLE UNDER WASHINGTON LAW.


Executed on the date set forth above.


                                  CITADEL MEDIA, INC.,
                                  a Washington corporation


                                  ----------------------------------
                                  By:  James C. Heckman
                                  Its:   Chief Executive Officer

                                       9
<PAGE>

NEITHER THE WARRANT NOR THE SHARES OF STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY
STATE SECURITIES OR BLUE SKY LAWS. NO OFFER, SALE, TRANSFER OR OTHER DISPOSITION
OF  THIS  WARRANT  OR SAID  SHARES  MAY BE  EFFECTED  WITHOUT  (i) AN  EFFECTIVE
REGISTRATION  STATEMENT  RELATED  THERETO,  (ii) AN OPINION  OF COUNSEL  FOR THE
HOLDER, WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS NOT  REQUIRED OR (iii)  RECEIPT OF A NO-ACTION  LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT
IS NOT REQUIRED.



Date of Issuance: ______________ , 2004                        Warrant No.: W-2
("Date of Issuance")

                               WARRANT TO PURCHASE

              500,000 SHARES OF COMMON STOCK OF CITADEL MEDIA, INC.

     THIS CERTIFIES THAT ORION ACQUISITION CORP. II, a Delaware corporation,  or
its registered assigns ("Holder"),  is entitled,  subject to the terms set forth
below,  to purchase  from the Company  under this  Warrant at any time after the
date hereof and on or before the  Expiration  Date 500,000  shares of the common
stock of the  Company  at a per share  price of $0.10  (the  "Exercise  Price"),
subject to the  provisions  and upon the terms and  conditions  hereinafter  set
forth. The shares of Common Stock are hereinafter referred to as the "Shares."

     1. Term. This Warrant shall remain  exercisable  with respect to the Shares
until 5:00 p.m. Washington on December 31. 2006 ("Expiration Date").

     2. Conversion.

          2.1.  Method of  Exercise;  Payment;  Issuance  of New  Warrant.  This
Warrant may be exercised by the Holder hereof, in whole or in part and from time
to time, by the surrender of this Warrant at the principal office of the Company
and by the payment to the Company by check or wire transfer,  of an amount equal
to the then current  Exercise Price per share multiplied by the number of Shares
then being purchased (the "Aggregate Exercise Price").  The person or persons in
whose  name(s) any  certificate(s)  representing  Shares shall be issuable  upon
exercise of this Warrant  shall be deemed to have become the Holder(s) of record
of, and shall be treated for all purposes as the record  Holder(s) of the Shares
represented  thereby  (and such  Shares  shall be  deemed  to have been  issued)
immediately  prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of this Warrant, certificates
for the Shares so purchased  shall be delivered to the Holder  hereof as soon as
possible and in any event  within  thirty (30) days of receipt of such notice by
the Company and, unless this Warrant has been fully exercised or expired,  a new
Warrant  representing  the portion of the Shares,  if any, with respect to which
this  Warrant  shall not then have been  exercised  shall  also be issued to the
Holder  hereof as soon as  possible  and in any  event  within  such  thirty-day
period.

          2.2.  Securities  Fully Paid;  Reservation  of Shares;  Capitalization
Representations.  All Shares that may be issued upon the  exercise of the rights
represented   by  this  Warrant,   upon   issuance,   will  be  fully  paid  and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue  thereof.  During the period  within which the rights  represented  by the
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved  for the  purpose of issuance  upon  exercise  of the  purchase  rights
evidenced by this Warrant, a sufficient number of shares of Common Stock as from
time to time shall be issuable upon the exercise of this Warrant.

                                       1
<PAGE>

          2.3. Right to Convert Warrant into Stock; Net Issuance. In addition to
and  without  limiting  the  rights  of the  Purchaser  under  the terms of this
Warrant,  the Purchaser may elect to convert this Warrant or any portion thereof
(the "Conversion  Right"),  but only to the extent that the Purchaser then has a
right to exercise this Warrant, into Shares, the aggregate value of which Shares
shall  be equal  to the  value of this  Warrant  or the  portion  thereof  being
converted.  The Conversion  Right may be exercised by the Purchaser by surrender
of this Warrant at the principal  office of the Company  together with notice of
the Purchaser's  intention to exercise the Conversion  Right, in which event the
Company  shall  issue to the  Purchaser  a number of Shares  computed  using the
following formula:

                                    X= Y(A-B)
                                       ------
                                        A
Where:

                    X    The number of Shares to be issued to the Holder.
                    Y    The number of Shares  representing  the portion of this
                         Warrant that is being converted.
                    A    The fair market value of one Share.
                    B    The  Exercise  Price (as  adjusted  to the date of such
                         calculation).

For purposes of this Section 2.3, the "fair market value" per Share shall mean:

               (a).  Average  daily Market Price (as defined  below)  during the
period of the most recent 20 days,  ending on the last  business  day before the
effective  date of  exercise  of the  Conversion  Right,  on which the  national
securities exchanges were open for trading; or

               (b).  If no class of Common  Stock is then  listed or admitted to
trading  on any  national  securities  exchange  or quoted  in the  over-counter
market, the fair market value shall be the Market Price on the last business day
before the effective date of exercise of the Conversion Right.

     If the Common Stock is traded on a national securities exchange or admitted
to unlisted trading privileges on such an exchange, or is listed on the National
Market System (the  "National  Market  System") of the National  Association  of
Securities Dealers Automated Quotations System (the "NASDAQ"),  the Market Price
as of a specified  day shall be the last  reported sale price of Common Stock on
such  exchange or on the National  Market System on such date or if no such sale
is made on such day,  the mean of the closing bid and asked  prices for such day
on such exchange or on the National Market System. If the Common Stock is not so
listed or admitted  to unlisted  trading  privileges,  the Market  Price as of a
specified  day shall be the mean of the last bid and asked  prices  reported  on
such date (x) by the NASDAQ or (y) if reports are  unavailable  under clause (x)
above by the National Quotation Bureau Incorporated.  If the Common Stock is not
so listed or admitted to unlisted trading  privileges and bid and ask prices are
not reported, the Market Price as of a specified day shall be determined in good
faith by written resolution of the Board of Directors of the Company.

     3.  Adjustment of Exercise Price and Number of Shares.  The number and kind
of  securities  purchasable  upon the  exercise of the Warrant and the  Exercise
Price shall be subject to  adjustment  from time to time upon the  occurrence of
certain events, as follows:

          3.1.  Reclassification  or  Merger.  In case of any  reclassification,
change or conversion  of securities in the class  issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the Company with or into another  corporation (other
than a merger with  another  corporation  in which the  Company is a  continuing

                                       2
<PAGE>

corporation  and  which  does not  result in any  reclassification  or change of
outstanding  securities  issuable upon exercise of this Warrant),  or in case of
any sale or transfer of all or  substantially  all of the assets of the Company,
unless this Warrant shall have been  exercised or terminated in accordance  with
its terms,  the Holder of this  Warrant  shall have the right to  exercise  this
Warrant and upon such  exercise to  receive,  in lieu of the Shares  theretofore
issuable upon exercise of this  Warrant,  the kind and amount of  consideration,
including  but not  limited  to  shares of stock,  other  securities,  money and
property receivable upon such reclassification, change, conversion, merger, sale
or transfer as would have been  received if this  Warrant had been  exercised in
full immediately prior to such event. The provisions of this subparagraph  shall
similarly apply to successive reclassifications,  changes, conversions, mergers,
sales or transfers.

          3.2.  Subdivisions or Combination of Shares. If at any time while this
Warrant remains outstanding and unexpired the Company shall subdivide or combine
its Common  Stock,  the Exercise  Price and the number of Shares  issuable  upon
exercise hereof shall be proportionately adjusted.

          3.3.  Notice of  Adjustments.  Whenever  the  Exercise  Price shall be
adjusted pursuant to the provisions hereof, the Company shall within thirty (30)
days of such  adjustment  deliver a  certificate  signed by its chief  financial
officer to Holder setting forth, in reasonable  detail,  the event requiring the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated,  and the  number  of Shares  subject  to this  Warrant  and the
Exercise Price therefor, as applicable, after giving effect to such adjustment.

     4. Compliance with Securities Laws.

          4.1. Accredited Investor. This Warrant is conditioned upon, and by its
acceptance  hereof Holder (other than Orion) hereby confirms,  that Holder is an
"accredited  investor"  as that term is  defined  under  Regulation  D under the
Securities Act of 1933, as amended (the "Securities Act").

          4.2. Note  Agreement.  The Shares shall be subject to all of the terms
of the Note, including,  without limitation, the transfer restrictions set forth
therein.

     5.  Modification  and Waiver.  This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

     6. Notice.

          6.1. Notice of Certain  Events.  The Company shall provide Holder with
at least twenty (20) business  days notice (or such greater  amount of notice as
Washington law requires to be given to shareholders  having the right to vote at
a meeting on any Sale  Event,  as defined  herein)  prior to (i) a merger of the
Company with or into,  the  consolidation  of the Company  with,  or the sale or
transfer by the Company of all or  substantially  all of its assets to,  another
person or entity (a "Sale Event"), (ii) any liquidation,  dissolution or winding
up of the Company or (iii) the record date for any cash dividend declared on the
Company stock or (iv) a firm commitment underwritten public offering pursuant to
a  registration  statement on Form S-1 under the Securities Act (each, a "Notice
Event").  If the notice is provided  pursuant to  subsection  (i) or (ii) of the
previous  sentence,  the notice will  indicate the  expected  date of the Notice
Event

                                       3
<PAGE>

          6.2. Notice  Procedure.  Any notice required or permitted  pursuant to
this Warrant shall be in writing and shall be deemed  sufficient when either (a)
delivered personally,  (b) sent by e-mail or fax with confirmation of receipt or
(c) deposited in the U.S.  mail, as certified or registered  mail,  with postage
prepaid,  addressed,  in the case of the Holder,  to Holder of this Note (as set
forth in the books and records of the  Company)  and in the case of Company,  to
its principal place of business.

     7. Lost Warrants or Stock Certificates. Upon receipt of evidence reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this Warrant or any stock  certificate  and, in the case of any such loss, theft
or  destruction,  upon receipt of an indemnity  reasonably  satisfactory  to the
Company,  or in the case of any such mutilation upon surrender and  cancellation
of such  Warrant or stock  certificate,  the Company will make and deliver a new
Warrant  or stock  certificate,  of like  tenor,  in lieu of the  lost,  stolen,
destroyed or mutilated Warrant or stock certificate.

     8. No  Impairment.  The  Company  will  not,  through  any  reorganization,
recapitalization,   transfer  of  assets,  consolidation,  merger,  dissolution,
issuance or sale of securities or any other voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed  hereunder by the Company,  but will at all times in good faith assist
in the carrying out of all the  provisions  of this Warrant and in the taking of
all such  action as may be  necessary  or  appropriate  in order to protect  the
rights of the holder of this Warrant against impairment.

     9.  Governing  Law.  This  Warrant  shall  be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Washington, without regard to conflict of laws provisions thereof.

     10. Arbitration:  If any dispute,  controversy, or claim arises between the
parties  out of or in  relation to this Note,  or the  breach,  termination,  or
invalidity thereof,  both parties by mutual negotiation shall attempt to come to
a reasonable  settlement  of the same as soon as possible.  If no  settlement is
reached  within  thirty  (30) days from the  first  notification  of the same in
writing by either  party,  the same shall be settled by binding  arbitration  in
accordance  with the American  Arbitration  Rules in effect as of the  effective
date  of  this  Agreement.  The  appointing  authority  shall  be  the  American
Arbitration  Association  office  located in Seattle,  Washington,  and the case
shall be  administered  by the same authority in accordance  with its procedures
for cases under the Commercial Arbitration Rules. The place of arbitration shall
be Seattle,  Washington,  or such other  location as the parties may agree.  The
number of arbitrators  shall be one, unless the parties cannot agree on a single
arbitrator.  In such event,  the parties shall each choose one  arbitrator,  and
these two arbitrators shall choose a third arbitrator who shall preside over the
proceedings.  The awards rendered by the arbitrators  shall be final and binding
upon both parties  concerned,  and judgment upon the award may be entered in any
court  having  jurisdiction  thereof.  The  allocation  of the  expenses  of the
arbitration shall be effected by the arbitration decision.

                                       4

<PAGE>




         IN WITNESS WHEREOF, this Warrant has been executed effective as of the
Date of Issuance.



                                       CITADEL MEDIA, INC.







                                    By:
                                       ---------------------------------
                                    Name: JAMES C. HECKMAN, JR.
                                    Title: CHIEF EXECUTIVE OFFICER



                                       5