FOR IMMEDIATE RELEASE:

CONTACT:

Contact Person                 Dyana Marlett
Company Name                   Orion Acquisition Corp. II
Telephone Number               310-526-5001
Fax Number                     310-526-5020
Email Address                  Dyana@mdbcapital.com

CITADEL MEDIA, INC. AND ORION ACQUISITION CORP. II SIGN DEFINITIVE MERGER
AGREEMENT

SANTA MONICA, CA, JUNE 28, 2004 --- Orion Acquisition Corp. II (MTMR-OTC) today
announced that it has signed a definitive merger agreement to merge with Citadel
Media, Inc.

Citadel is a leading operator of a network of sports publishers of over 100
professional and college teams and operates under www.theinsiders.com,
TheInsiders.com network produces more than 1,000 stories per day and supplies
stories to Yahoo Sports!, CBS Sportsline, SI.com (Sports Illustrated) and Fox
Sports.com. Citadel also produces 34 team specific monthly magazines.

Further details of the proposed merger including conditions to closing are
included in a Form 8-K filed with the Securities and Exchange Commission filed
today.

Mr. James C. Heckman, Jr., CEO of Citadel commented on the merger by saying, "We
are very enthusiastic to become a public company because our business model is
all about creating opportunity for the entrepreneurs associated with our
network. Our affiliate publishers and subscribers and other stakeholders that
have been instrumental in the success of Citadel will now have the opportunity
to further participate in the growth of Citadel through direct ownership. In
addition, we believe the strength of our business model will afford us the
opportunity to raise additional capital in the public markets to continue our
significant growth strategy."

Mr. Christopher A. Marlett, Chairman and CEO of Orion Acquisition Corp. II,
commented on the merger by saying, "We believe Citadel has a unique model, which
has been enabled by the internet, to aggregate and publish niche publications ,
we believe this model will change the landscape for publishing as we now know
it. The Citadel model is truly value added to the subscribers, publishers,
advertisers and the internet portals that rely upon high quality local content.
Their approach enables scalable and rapid growth of revenues that has the
possibility of creating a significant media company."

Citadel Media, Inc.
- -------------------

Citadel operates a network of affinity content publishers that consist of
websites and affiliated printed magazines. Currently, the Citadel's focus is
sports and is marketed under the website, theInsiders.com and the publishing
brand of Citadel Publishing. An affinity group is any group of individuals who
share an interest in a specific topic, and an affinity content publisher is one
that creates and disseminates articles and other information and advertising
related to a specific topic. For example, the current sports websites and
publications are team-specific (`Bama Magazine and Bamamag.com).

                                     -more-


CITADEL AND ORION SIGN DEFINITIVE MERGER AGREEMENT (PAGE 2)

Citadel has created proprietary software and other network related tools to
facilitate network publishing for itself and the affinity partners, both online
and in print. Affinity publishers develop and produce content for their websites
that are hosted by Citadel and for monthly print publications that are produced
by Citadel. In the aggregate, the online network produces more than 1,000
team-specific news reports per day, the majority of which are consumer
orientated. Citadel has over 115,000 paid subscriptions, its' website has
approximately 1.77 million monthly unique users, and reaches over 20 million
unique users through syndication agreements and has over 800,000 registered
users. This represents a significant audience for the network's advertisements
and is a focused target group to be converted to paid subscribers over time.

Citadel recruits and/or acquires select affiliate print and online partners,
currently operating in the sports publishing industry. The agreement with
recruited affiliates is a revenue sharing structure where they provide content
for subscribers in exchange for Citadel providing website hosting, marketing,
customer service tools and other services. Acquired entities are folded into the
Citadel website, publishing and advertising structure. Citadel has agreements
with various other portals to generate exposure and website traffic, including
Foxsports.com, Yahoosports.com, Sportsillustrated.com and Sportsline.com.

Citadels sources of revenue consist of online subscriptions, magazine
subscriptions and advertising e-commerce revenue.

Orion Acquisition Corp. II
- --------------------------

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 10-KSC for the year ended December
31, 2003, Form 10-QSB for the quarter ended March 31, 2004 and Form 8-K filed
today.

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

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