ORION ACQUISITION CORP II
SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>orion8k12903ex102.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
                               SECURITY AGREEMENT


     THIS  SECURITY  AGREEMENT  dated this day of  December  9, 2003  ("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  $500,000  issued by Media,  Lender has loaned  money to Media for the
consolidated business operations of Media and the Subsidiaries; and;

     Whereas, Media and each of the Subsidiaries have entered into this Security
Agreement to secure the repayment of the obligations under the Note, among other
obligations,  and for that  purpose  each of Media and each of the  Subsidiaries
have agreed to grant security interests in the Collateral specified herein.

                                    Agreement

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

     1. Security Interest.

          1.1.   Grant.   To  secure  prompt  payment  and  performance  of  the
Obligations,  Media and each of the Subsidiaries  each hereby grants to Lender a
security interest in and to the Collateral. This Security Agreement shall remain
in full force and effect and shall apply with  respect to the  Collateral  until
such time as all of outstanding Obligations hereunder,  including those pursuant
to the Note, shall have been paid or otherwise satisfied in full.

          1.2. Financing Statement.  Contemporaneously  herewith,  Media and the
Subsidiaries  shall  each  properly  file  a  Form  UCC-1  financing   statement
("Financing  Statement") describing the Collateral.  At any time, upon demand of
the Lender,  each of Media and the Subsidiaries shall execute,  file, and record
any  notice,  financing  statement,  or other  instrument  necessary  to create,
continue,  or perfect the lien and security  interest  granted by this  Security
Agreement  or to enable  Lender to exercise or enforce  their  rights under this
Security  Agreement.  Notwithstanding  the  foregoing,  each  of  Media  and the
Subsidiaries  hereby authorizes Lender to file Financing  Statements  describing
the  Collateral,  and  any  continuation  statements,   amendments,  termination
statements,  applications  for  registration  and like  documents  as Lender may
request, without the signatures of Media or the Subsidiaries.

     2. Representations, Warranties and Covenants. Each of Media and each of the
Subsidiaries warrants and represents,  jointly and severally, during the term of
this Security Agreement as following:

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          2.1.  Media's  Chief  Executive  Office  is  located  in the  State of
Washington.

          2.2. Media's state of incorporation is in the State of Washington.

          2.3.  Media's  exact legal name is set forth on the  signature  pageto
this Security Agreement.

          2.4. Each of the  Subsidiaries'  exact legal names are as set forth in
the definition of Subsidiary.

          2.5. The Chief  Executive  Office of each of the Subsidiary is located
in the State of Washington.

          2.6. The state of formation of the each of the  Subsidiaries is in the
State of Washington.

          2.7. Media and each of the Subsidiaries  have full power and authority
to enter into this Security Agreement and to perform the Obligations, and in the
case of Media, to enter into and perform under the terms of the Note.  Media and
each of the  Subsidiaries  has taken all actions  necessary to be  authorized to
enter into and perform this  Security  Agreement,  and in the case of Media,  to
enter into and perform under the terms of the Note. This Security  Agreement and
the Obligations described herein are valid and legally binding on Media and each
of the Subsidiaries,  and in the case of Media the Note is the valid and legally
binding obligation of Media.

          2.8.  No  charter  or  bylaw   provisions  of  the  Media  or  any  of
Subsidiaries  prevent any of them from entering  into or  performing  under this
Security  Agreement,  or in the case of Media entering into or performing  under
the Note. No provisions of any existing mortgage,  indenture, or other agreement
prevent the Media or the  Subsidiaries  from entering  into or performing  under
this  Security  Agreement  or in the  case  of  Media  from  entering  into  and
performing  under the Note.  Each of Media or the Subsidiary  will not enter any
agreements  that  would  conflict  with or  otherwise  prevent  any of them from
performing under this Security Agreement or the Obligations.

          2.9. Media and each of the Subsidiaries  shall,  from time to time, do
and perform all such other and further  acts and execute and deliver any and all
such further  instruments as may be required by law (or reasonably  requested by
Lender) to establish,  maintain, protect, and perfect Lender's security interest
and lien in any of the Collateral, as provided in this Security Agreement.

          2.10.  Each  of  Media  and  the  Subsidiaries  is  the  owner  of its
Collateral,  free and clear of all liens,  claims,  and encumbrances of whatever
kind or nature. Subject to the Media loan to the Subsidiaries, Each of Media and
the Subsidiaries  represent and warrant that there is no other security interest
in any of the Collateral,  and upon the execution of this Security Agreement and
completion  of the filing of Financing  Statements  contemporaneously  herewith,
Lender will obtain a first priority security interest in the Collateral, subject
to the Permitted Encumbrances.

     3. Negative  Covenants.  Until all of the  Obligations  are paid in full or
otherwise satisfied,  Media and each of the Subsidiaries covenants and warrants,
jointly and severally, that it shall not:

          3.1. Change its state of  incorporation  without  providing  Lender 30
days prior written notice;

                                       2
<PAGE>

          3.2. Change its corporate name without  providing  Lender with 30 days
prior written notice;

          3.3. Change its Chief Executive  Officer without providing Lender with
30 days prior written notice;

          3.4. Allow, authorize or permit any of its personal property to become
affixed to any real  property  in any manner  that would  change its nature from
that of personal property to real property or to a fixture;

          3.5.  Sell,  transfer,  or other  dispose  of the  Collateral,  or any
material  asset  thereof,  other than in the  ordinary  course of  business,  or
pursuant to disposition, the material proceeds of which are use to pay the Note;

          3.6. Allow, authorize or permit any person, other than Lender, to file
a Financing Statement or like documents,  without the express written consent of
Lender; or

          3.7.  Establish any other  affiliate or subsidiary  for the purpose of
conducting any business or holding any assets,  unless such Subsidiary becomes a
party to this Security Agreement and a Financing Statement is filed therewith on
Collateral.

     4. Definitions.

          4.1. "Collateral" shall consist of all of the goods and other personal
property  of Media and each of the  Subsidiaries,  tangible or  intangible,  and
wherever located and now owned or hereafter acquired,  including, but limited to
the following, which shall have the meanings as assigned to them by the UCC:

                (a). Inventory;
                (b). Equipment;
                (c). Accounts;
                (d). Chattel Paper;
                (e). Electronic Chattel Paper;
                (f). Tangible Chattel Paper;
                (g). Documents;
                (h). Instruments (including Promissory Notes);
                (i). General Intangibles (including Payment Intangibles);
                (j). Deposit Accounts;
                (k). Investment Property;
                (l). Letter of Credit Rights;
                (m). Letters of Credit;
                (n). Commercial Tort Claims;
                (o). Investment Property;
                (p). Software;
                (q). Customer Lists of Media and each of the Subsidiaries;
                (r). Records; and
                (s). To the extent not listed above as original collateral,
proceeds and non-cash proceeds and products of the foregoing.

                                       3
<PAGE>

          4.2.  "Default" means, at the sole option of Lender, the occurrence of
any of the following:

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

               (b).  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

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

          4.3.  "Note" means the Promissory Note between Media and the Lender of
even date issued by Media in the principal amount of $500,000.

          4.4.   "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;  and (ii) the Note;  and (ii) any and all of Media
and each of the  Subsidiaries  Media other present and future financial or other
obligations to Lender.

          4.5. "Permitted  Encumbrances" means (i) the security interest granted
to First Down Publications, Inc. on the assets acquired therefrom, (ii) the loan
from Media to the Subsidiaries,  or (iii) purchase money security interests,  or
security  interest  granted  on  assets  hereafter  acquired  by  Media  or  the
Subsidiaries. 4.6. "Security Agreement" means this security agreement.

          4.7.  "Subsidiary"  means  TheInsiders.com,  LLC, a Washington limited
liability  company,  Citadel  Publishing,  LLC, a Washington  limited  liability
company, and any future wholly-owned subsidiary of Media.

          4.8. "UCC" means, unless otherwise specified by the state, the Uniform
Commercial  Code of Washington and, where so specified,  the Uniform  Commercial
Code in that state.  Any term used in the UCC and not  defined in this  Security
Agreement has the meaning given to the term in the UCC.

     5.  Remedies.  Upon the  occurrence  of any event of Default,  Lender shall
have,  in  addition to all of the rights and  remedies at law or in equity,  the
remedies of a Lender under the UCC. In the event of Default, regardless of where
any Collateral  and books and records are located,  Lender may require Media and
or any of the  Subsidiaries to assemble all Collateral and the books and records
in one or more  locations  and make such  Collateral  and the books and  records
available to Lender..

     6. Care of Collateral. Media and each of the Subsidiaries each will keep in
effect all licenses, permits and franchises required by law or contract relating
to their  respective  business (if  applicable),  property,  or the  Collateral;
maintain insurance on the Collateral;  keep the Collateral in good repair and be
responsible  for any loss or damage to it; at all times warrant and defend their
ownership and possession of the  Collateral;  keep the Collateral  free from all
liens,  claims,  encumbrances  and security  interests;  pay when due all taxes,
license fees,  and other  charges upon the  Collateral or upon Media and each of

                                       4
<PAGE>

the Subsidiaries  business,  property or the income  therefrom;  and not misuse,
conceal or in any way use or dispose of the Collateral unlawfully or contrary to
the provisions of this Security Agreement or of any insurance coverage. Loss of,
damage to, or  uncollectability  of the  Collateral or any part thereof will not
release Media or the Subsidiaries from any of their obligations hereunder.

          6.1. Costs. Media and each of the Subsidiaries,  jointly and severally
promise  to pay,  upon  Lender's  demand  therefore,  all  costs  and  expenses,
including  attorneys'  fees,  incurred in the collection and enforcement of this
Security Agreement,  including,  without limitation, fees incurred in bankruptcy
proceedings.  If any party  hereto  shall bring any suit,  arbitration  or other
action against another for relief, declaratory or otherwise, arising out of this
Security  Agreement,  the  prevailing  party shall have and recover  against the
other  party,  in  addition  to  all  costs,   expert  witness  fees  and  other
disbursements, such sum as the court or arbiter may determine to be a reasonable
attorneys' fee, and such recovery may include reasonable fees and costs incurred
in connection with the matter but prior to the commencement of the action.

     7.  Amendments  and Waivers.  Any term of this  Agreement may be amended or
waived with the written consent of the Company and the Lender.

     8.  Arbitration.  Any dispute,  controversy,  or claim arising  between the
parties  out of or in relation to this  Security  Agreement  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.

     9.  Miscellaneous.  This  Agreement  shall be binding upon and inure to the
benefit of the respective parties, and their legal representatives,  successors,
assigns and heirs.  This Security  Agreement  will not be assignable by Media or
its  Subsidiaries  without the written consent of Lender,  which may be withheld
for any reason.  The paragraph  headings are for convenience  only and in no way
define,  limit,  extend or  interpret  any  particular  provision  hereof.  This
Agreement  has been  reviewed  and  approved by each party,  and in the event it
should be determined  that any provision  herein is uncertain or ambiguous,  the
language in all parts of this  Agreement  shall be in all cases  construed  as a
whole  according to its fair meaning and not strictly  construed for nor against
any party. If any provision hereof shall be  unenforceable,  the validity of the
other terms hereof shall not in any way be affected thereby.  This Agreement may
be signed in  counterparts,  any one of which shall be deemed to be an original.
This Agreement shall be governed by the laws of the State of Washington

     10. Notices. All notices, demands, requests,  consents, approvals and other
instruments  required  or  permitted  to be given  pursuant to the terms of this
Security  Agreement  shall be in  writing  and shall be deemed  sufficient  upon
delivery,  when  delivered  personally  or by a  nationally-recognized  delivery

                                       5
<PAGE>

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.

     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



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

CITADEL PUBLISHING, LLC

2125 Western Avenue, Suite 200
Seattle, WA  98121



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

THEINSIDERS.COM, LLC:


2125 Western Avenue, Suite 200
Seattle, WA  98121



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

ORION ACQUISITION CORP. II:

Suite 1020
401 Wilshire Boulevard
Santa Monica, California 90401



-------------------------------------------------
By:
Title:

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