Orion Acquisition Corp. II







FOR  IMMEDIATE   RELEASE:   December  12,  2003.  Orion   Acquisition  Corp.  II
(OTCBB/MTMR)  today announced that it has entered into negotiations for a merger
with Citadel  Media,  Inc.  The two  companies  have entered into a  non-binding
letter of  intent  with  final  terms to be  reflected  in a  definitive  merger
agreement and subject to a number of conditions,  including  approval by Citadel
stockholders and certain regulatory filings. There is no assurance that a merger
will be successfully concluded.

In addition,  Orion has advanced  Citadel $500,000 in anticipation of finalizing
the merger,  the loan is secured by assets of Citadel and its  subsidiaries  and
will be extinguished without payment in the event of the closing of the proposed
merger.  In the event the merger is not consummated,  the principal and interest
is convertible into securities of Citadel under certain circumstances.

Citadel  operates a  subscription-based  sports media  network,  which  provides
exclusive content through its affiliate websites,  which are targeted to fans of
approximately  100 Division 1A universities and NFL, NBA and NHL teams.  Citadel
also publishes 27 magazines targeted to the same audience.  Citadel is a private
company operating out of Washington State.

Orion is a development stage company, the business purpose of which is to seek a
target company to acquire by combination,  consolidation or merger. Orion is not
limited to any  industry in its search and  negotiations  for a target  company.
Orion operates under certain  restrictions  as a result of its business  purpose
and size.

The above statements  include forward looking  statements that involve risks and
uncertainties,  which are  described  herein and may be  otherwise  described in
Orion's SEC reports,  including  Orion's Form 1-KSC for the year ended  December
31, 2002 and From 10-QSB for the quarter ended September 30, 2003.

For further  information,  contact Dyana Marlett,  Secretary,  Orion Acquisition
Corp. II, 401 Wilshire  Boulevard,  Suite 1020, Santa Monica,  California 90401,
phone 310-526-5000.

         401 Wilshire Blvd., Suite 1020 o Santa Monica, California 90401
                           310-526-5000 o 310-526-5020