SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 1998
ORION FINANCIAL, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-11043 84-0858679
--------------------------- ------------------- -------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
80 N. Hoyt Street, Lakewood, Colorado 80226
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 238-0937
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
On May 4, 1998, the Company accepted a series of subscription agreements,
one of which was from Investment Management of America, Inc. ("IMA") pursuant to
a "Binding Letter of Agreement" among IMA and the Company ("Agreement"). The
Agreement required the Company to issue 4,548,786.80 shares of common stock of
the Company ("Common Stock") to IMA, 9,257,635.90 shares of Common Stock each to
Andrew M. Badolato and Gerald C. Parker, who are affiliated with IMA, 2,383,564
shares of Common Stock to Christina A. Curry, and 341,159.20 shares of Common
Stock each to C. Keith Byington and David E. Thuermer, for $35,000, that was
paid on a pro rata basis out of personal funds from the individuals and out of
corporate funds from IMA. As a result of this transaction, IMA and Messrs.
Badolato and Parker own approximately 51.15% of the Company's outstanding Common
Stock. Also, pursuant to the Agreement, Mr. Badolato and Mr. Parker have been
appointed to the Board of Directors of the Company and Donald W. Diones resigned
from the Board of Directors of the Company.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 4, 1998, the Company accepted a series of subscription agreements,
some of which were from several individuals residing in Kansas ("Kansas Group")
who received a total of 1,000,000 shares of Common Stock in exchange for certain
assets that the Kansas Group received from a now defunct corporation, Athletic
Footwear, Inc. ("AFI"). Also on May 4, 1998, previous lenders of AFI received
162,780 shares of Common Stock in exchange for the cancellation of certain loans
in the amount of $47,700 that they had previously made to AFI. The assets
included intellectual property, patents, copyrights, trademarks, general
intangibles, all molds and lasts and any and all other intangible property of
AFI. Prior to the transaction, there were no material relationships between the
Kansas Group or the lenders and the Company or any of its affiliates, directors
or officers or any associates of its directors or officers. Terry A. Hunter, who
became the President of the Company, was the President of AFI. AFI's assets were
used by AFI to develop, design and produce a line of children's athletic and
casual shoes and will be used by the Company for the same purpose. The
acquisition prices were arrived at as a result of negotiations between the
parties.
Item 5. OTHER EVENTS.
In connection with the change in control of the Company and the acquisition
of the AFI assets mentioned above, the Company also entered into a Production
and Inventory Dating Agreement with Asia Pacific Industries Development Group
("APIDG") pursuant to which the Company issued to APIDG 4,548,787 shares of
Common Stock and an option to purchase 500,000 shares of Common Stock at an
exercise price of $0.30 per share in exchange for inventory financing. Pursuant
to the Production and Inventory Dating Agreement, the Company has agreed to
order all shoe products that it will sell in the United States, People's
2
<PAGE>
Republic of China, Australia, Taiwan, Hong Kong, Thailand, Singapore, Indonesia,
The Philippines, Malaysia, Vietnam and Laos from factories designated by APIDG.
As a result of the above transactions, Dean H. Boedeker and William J.
White, current directors of the Company, Donald W. Diones, a former director of
the Company, and Edward O. Byrne have exercised options for 400,000 shares of
Common Stock each at an exercise price of $0.03 per share.
In addition, in exchange for his prior services to the Company, Mr. Hunter
was entitled to receive 4,044,998 shares of Common Stock, Mr. Hunter directed
that 3,640,498.2 shares be issued in the name of Eleos Charitable Trust, the
beneficiaries of which are Mr. Hunter's wife and children and of which Mr.
Hunter is the sole trustee. Also in exchange for their services to the Company,
Roger R. Arthur, the Chief Executive Officer of the Company, received 1,754,167
shares of Common Stock and an option to purchase 500,000 shares of Common Stock
at an exercise price of $0.30 per share, Ronald W. Cameron, who it is proposed
will become the Vice President of Sales of the Company, received 302,385 shares
of Common Stock, and Lloyd A. Frederickson, who it is proposed will become the
Vice President of Finance of the Company, received 251,083 shares of Common
Stock. Also, Dean H. Boedeker, William J. White, Gerald C. Parker, Andrew M.
Badolato, Richard E. Flanigan and Antonio P. Gomes each received options to
purchase 500,000 shares of Common Stock at an exercise price of $0.30 per share.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Business Acquired. The financial statements
of Athletic Footwear, Inc. will be filed by an amendment to this Current
Report on Form 8-K not later than 60 days after the date that this Current
Report on Form 8-K is required to be filed.
b. Pro Forma Financial Information. The pro forma financial
information required to be filed as a part of this Current Report on Form
8-K will be filed by amendment to this Current Report on Form 8-K, not
later than 60 days after the date that this Current Report on Form 8-K is
required to be filed.
c. Exhibits.
10.1 Agreement and Bill of Sale dated April 10, 1998.
10.2 Assumption Agreement dated April 10, 1998.
10.3 Production and Inventory Dating Agreement dated April 10,
1998, as amended on April 30, 1998.
10.4 Binding Letter of Agreement dated April 23, 1998, as amended
on April 30, 1998.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 12, 1998
ORION FINANCIAL, LTD.
By: /s/ Roger R. Arthur
----------------------------------------
Roger R. Arthur, Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
Page No.
--------
Exhibit 10.1 Agreement and Bill of Sale dated April 10, 1998.
Exhibit 10.2 Assumption Agreement dated April 10, 1998.
Exhibit 10.3 Production and Inventory Dating Agreement dated
April 10, 1998, as amended on April 30, 1998.
Exhibit 10.4 Binding Letter of Agreement dated April 23,
1998, as amended on April 30, 1998.
5
AGREEMENT AND BILL OF SALE
(Exhibit A)
This Agreement and Bill of Sale made as of this 30th day of April, l998, by and
between Orion Financial, Ltd. ("Orion") and B & L Enterprises, Inc. a Kansas
corporation, Colby Bowl, a Kansas partnership, B. Eugene Criss Trust No. 1,
Wayne A. Horlacher, Donald P. Kready, Joan R. Kready, Curtis Q. Stephens,
Jacqualine A. Stephens, Dorthy B. Stephens, Robert V. Van Camp, Marjorie Van
Camp, and 3 - H's Enterprises, a Kansas partnership (collectively referred to as
the "AFI" Guarantors"). In consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Sale of Assets. Effective upon the Closing of Escrow as defined in that
certain Escrow Agreement by and between Orion, Asia Pacific Industries
Development Group ("APIDG"), the AFI Guarantors, and others (the "Escrow
Agreement"), the AFI Guarantors hereby sell, assign, transfer and deliver
to Orion full title to all intellectual property, patents, copyrights,
trademarks, general intangibles (including the "Funtastix brand name), all
molds and lasts and any and all other intangible property in each case as
limited to that property and does not include any cash, inventory,
receivables or warehouse racks acquired from Athletic Footwear, Inc.
2. Warranties of AFI Guarantors. The AFI Guarantors jointly and severally
represent and warrant that title to the Transferred Assets shall be free
and clear of any claim or encumbrance of any kind or nature and agree to
defend the title transferred. This warranty does not extend to the value of
the assets being transferred or to the collectibility of any accounts
transferred and does not extend to any setoffs which account debtors may
have.
3. Number of Shares. If the Closing of Escrow takes place under the Escrow
Agreement, Orion shall issue to each of the Guarantors the number of shares
of common stock of Orion (the "Shares") set forth opposite his signature
line.
4. Warranties of Orion. Orion represents that the officer signing this
Agreement and Bill of Sale on its behalf has actual authority to do so.
5. Deposit with Escrow Agent. This Bill of Sale shall be deposited in escrow
pursuant to the Escrow Agreement. In the event the Close of Escrow does not
occur, this Bill of Sale shall be null and void, and any and all assets
delivered to the Escrow Agent shall be returned at the AFI Guarantors' sole
expense to the AFI Guarantors at Colby, Kansas or such other location as
may be designated by them.
1
<PAGE>
Orion Financial, Ltd. No. of Orion Shares
By:/s/ Dean Boedeker
--------------------------------
President
B & L Enterprises, Inc.
By:/s/ Bob Mader 200,000
--------------------------------
Bob Mader
B. Eugene Criss, Trust No. 1
By:/s/ B. Eugene Criss 200,000
--------------------------------
B. Eugene Criss, Trustee
3-H's Enterprises
By:/s/ R. Craig Hills 133,350
--------------------------------
R. Craig Hills, Partner
By:/s/ Donald P. Kready 133,350*
--------------------------------
Donald P. Kready
By:/s/ Joan R. Kready
--------------------------------
Joan R. Kready
Colby Bowl
By:/s/ Charles Schwanke 66,660
--------------------------------
Charles Schwanke
By:/s/ Curtis G. Stephens 66,660**
--------------------------------
Curtis G. Stephens
By:/s/ Jacqueline A. Stephens
--------------------------------
Jacqueline A. Stephens
By:/s/ Dorthy Stephens 66,660
--------------------------------
Dorthy Stephens
By:/s/ Robert V. Van Camp 66,660***
--------------------------------
Robert V. Van Camp
By:/s/ Marjorie A. Van Camp
--------------------------------
Marjorie A. Van Camp
By:/s/ Wayne Horlacher 66,660
--------------------------------
Wayne Horlacher
o
o * Issued to Donald P. Kready and Joan R Kready
o ** Issued to Curtis G. Stephens and Jacqueline A. Stephens
o *** Issued to Robert V. Van Camp and Marjorie A. Van Camp
2
ASSUMPTION AGREEMENT
Assumption Agreement dated as of April 10, 1998, among Orion Financial, Ltd.,
and those persons listed as creditors on the signature pages hereto (the
"Creditors").
1. Assumption. Orion agrees that upon the Closing of Escrow, as such term
is defined in an escrow Agreement dated as of April 10, 1998, among
Orion, Edward O. Byrne, Investment Management of America, Inc., Asia
Pacific Industries Development Group and others, (the "Closing") it
will make the payments of cash in the amount and at the times set
forth below promptly after the Closing to each Creditor who has signed
this Agreement.
2. Acceptance. Each Creditor agrees to accept such payment in full
satisfaction of any claims he may have against Athletic Footwear, Inc.
Orion Financial, Ltd.
By:/s/ Dean H. Boedeker
-------------------------------
Creditors
/s/ Phil Luccock
- ---------------------------------- $7,500 plus $2,622 interest upon closing.
Phil Luccock
/s/ Lloyd Fredrickson
- ---------------------------------- $8,500 upon closing.
Lloyd Fredrickson .
/s/ Bob Mader
- ---------------------------------- $295.83 per month for 24 months starting
Bob Mader in the 13th month.
/s/ Linda Mader
- ----------------------------------
Linda Mader
/s/ B. Eugene Criss
- ---------------------------------- $295.83 per month for 24 months starting
B. Eugene Criss in the 13th month.
/s/ Craig Hills
- ---------------------------------- $197.22 per month for 24 months starting
Craig Hills in the 13th month.
/s/ Don Kready
- ---------------------------------- $197.22 per month for 24 months starting
Don Kready in the 13th month.
/s/ Joan Kready
- ----------------------------------
Joan Kready
<PAGE>
/s/ Charles Schwanke
- ---------------------------------- $98.61 per month for 24 months starting
Charles Schwanke in the 13th month.
/s/ Vern Schwanke
- ----------------------------------
Vern Schwanke
/s/ Curt Stephens
- ---------------------------------- $806.94 per month for 24 months starting
Curt Stephens in the 13th month.
/s/ Jacqueline Stephens
- ----------------------------------
Jacqueline Stephens
/s/ Dorothy Stephens
- ---------------------------------- $98.61 per month for 24 months starting
Dorothy Stephens in the 13th month.
/s/ Robert Van Camp
- ---------------------------------- $98.61 per month for 24 months starting
Robert Van Camp in the 13th month.
/s/ Marjorie Van Camp
- ----------------------------------
Marjorie Van Camp
/s/ Wayne Horlacher
- ---------------------------------- $98.61 per month for 24 months starting
Wayne Horlacher in the 13th month.
PRODUCTION AND INVENTORY DATING AGREEMENT
Production and Inventory Dating Agreement dated as of April 10, 1998 among Orion
Financial, Ltd., a Colorado corporation ("Orion") and Asia Pacific Industries
Development Group ("APIDG").
Orion and APIDG are parties to an Escrow Agreement dated as of April 10, 1998
(the "Escrow Agreement"). Accordingly, the parties hereto hereby agree as
follows:
1. Effectiveness. This Agreement shall become effective upon the Closing
of Escrow as such term is defined in the Escrow Agreement. If the
Closing of Escrow does not take place by April 30, 1998, this
Agreement shall be null and void unless extended by mutual agreement.
2. APIDG Ownership Interest in OFL. As part of this Agreement, OFL will
issue to APIDG 4,548,787 shares of its common stock at the time of
Closing of Escrow which represents10% of OFL's outstanding stock.
APIDG will have the same classification of stock as all other
stockholders.
3. Ownership and Development.
a. As used herein the term "Products" shall mean any and all
products which are marketed using the name "Funtastix" and/or
using any Promotional Material described in Section 3 (b), or the
intellectual property listed on Schedule A hereto of any
Proprietary Property described in Section 6 (a) hereof and any
additional trademarks, trade names or patents to which Orion now
has or hereafter acquired rights to (collectively the
"Intellectual Property"). The parties recognize that Orion will
own all Intellectual Property.
b. Orion shall develop additional Products using the Intellectual
Property and material relating to the sales, marketing,
distribution, promotion of and advertising for the Products (the
"Promotional Material").
4. Ordering of Product.
a. As long as this Agreement is in effect, Orion shall order all the
Products (including shoes, clothing, toys, bags or other
accessory products) which it will sell in the United States,
Peoples Republic of China, Australia, Taiwan, Hong Kong,
Thailand, Singapore, Indonesia, the Philippines, Malaysia, Viet
Nam and Laos from factories designated by APIDG (a "Designated
Factory"), as long as the Products meet specifications and are
delivered in a timely manner and the price therefor is at least
as low as the price which Orion has obtained from three other
factories for Products of the same specifications. In the event
that one or more of such other prices are lower than quoted to
Orion, Orion shall be free to place the order with such factory.
b. Orion has projected that it will be able to use its best efforts
to order the following amount during the indicated time period of
shoes which are Products:
1998 58,000 pairs
1999 134,000 pairs
2000 372,000 pairs
2001 862,000 pairs
2002 1,780,000 pairs
5. Payment. Payment shall be made for all Products ordered hereunder by
Orion from Designated Factories as follows:
a. Beginning in June 1998 and for the first orders totaling a
combined maximum of $300,000 (the first order of $251,000
anticipated to be placed in June 1998 and the first $49,000 of
the order anticipated to be placed in December 1998) 10% of each
<PAGE>
order paid in cash upon placing the order and 90% to be paid by
irrevocable letter-of-credit with terms of 150 days dating from
shipment of shoes by APIDG through the Port of Hong Kong (FOB
Hong Kong) or such other port as is mutually agreed upon issued
at the time of placement of the orders totaling the first
$300,000.
b. After the first $300,000 of orders are placed under the
terms of 5 (a) above, each subsequent order placed in the first
24 months of this agreement shall be paid with 20% cash upon
placing the order and 80% to be paid by post-dated check issued
at the placement of each order due and payable at 150 days from
the date of shipment of the order by APIDG through the Port of
Hong Kong (FOB Hong Kong) or such other port as is mutually
agreed upon.
c. For all orders placed after the 24 months outlined in 5(a)
above and extending for the next 36 months (months 25 through 60)
each order shall be paid with 30% cash upon placing the order and
70% to be paid by post-dated check issued at the placement of
each order due and payable at 120 days from the date of shipment
of the order by APIDG through the Port of Hong Kong (FOB Hong
Kong) or such other port as is mutually agreed upon.
d. If Orion is successful at being placed on NASDAQ, the above
inventory dating and payment terms may be renegotiated.
a. OFL agrees to pay APIDG interest at the rate of ten percent
(10%) per annum payable on the final payment of each order
outlined in 5(a), 5(b), and 5(c) above as payment for the
interest incurred by APIDG in securing the extended inventory
dating terms on each order.
6. Trade Secrets.
a. Each party recognizes that Orion may provide it with certain
proprietary property and information including, but not limited
to, the following: patents, trademarks, copyrights, drawings,
blueprints, designs, molds, lasts, technologies, production
methods, materials, component costs, corporate financial data,
payroll data, and sales and marketing plans and programs
(collectively, the "Proprietary Property"). All such property,
information, documents, reports, and equipment, in whatever form,
shall remain the sole property of Orion and shall not be
disclosed by any party hereto to any other persons or parties
except with the express written permissions of Orion.
b. Prior to designating a factory as a Designated Factory, APIDG
will obtain from such factory an agreement in form and substance
satisfactory to Orion as to the protection of Proprietary
Property and Intellectual Property information and APIDG shall be
responsible for insuring that each such agreement is complied
with.
7. APIDG seat on Orion's Board of Directors. Orion agrees that during the
terms of this agreement, Orion will provide one seat on its Board of
Directors to APIDG.
8. Establishment of Join Venture Distribution Company for Southeast Asia.
Orion and APIDG agree that after the first order from Orion is placed
and the payment for that order is made, APIDG will establish a joint
venture company in Hong Kong and act as the sole agent of all the
Funtastix Products for China and Southeast Asia and develop the
markets there. APIDG agrees that Orion will own a minimum of 10% of
this new joint venture company.
9. Termination. This Agreement shall continue in effect for a period of
five years from the date of this Agreement unless otherwise extended
by both parties.
1. Cooperation. Each party will protect the other parties hereto. If a
party hereto causes injury to another party, it shall be responsible
for all legal consequences and damages to compensate the injured
party.
<PAGE>
2. Arbitration. Any dispute arising under this Agreement will be resolved
pursuant to arbitration in accordance with the rules of the American
Arbitration Association in San Francisco, California.
3. Applicable Law. This Aagreement shall be governed by the laws of the
State of Colorado.
Orion Financial, Ltd.
By: /s/ Dean H. Boedeker, President
--------------------------------------------------------
80 N. Hoyt St.
Denver, Colorado 80226
For and on behalf of
Asia Pacific Industries Development Group
By: /s/ Michael Ng, F.L.
--------------------------------------------------------
Address: 101, Shashujin, 4/F
--------------------------------------------------
Shenzhen, China
-----------------------------------------------------------
<PAGE>
AMENDMENT NUMBER ONE TO
PRODUCTION AND INVENTORY DATING AGREEMENT
This Amendment Number One to Production and Inventory Dating Agreement between
Orion Financial, Ltd., a Colorado corporation ("Orion") and Asia Pacific
Industries Development Group ("APIDG") is dated April 30, 1998.
Orion and APIDG hereby agree that the Production and Inventory Dating Agreement
dated April 10, 1998 ("Agreement") is amended by replacing Paragraph 1 of the
Agreement with the following:
1. Effectiveness. The Agreement shall become effective upon Closing of
Escrow as such term is defined in the Escrow Agreement. If the Closing of
Escrow does not take place by May 15, 1998, this Agreement shall be null
and void unless extended by mutual agreement.
ORION FINANCIAL, LTD.
By: /s/ Dean H. Boedeker
----------------------------------------
Its: President
ASIA PACIFIC INDUSTRIES DEVELOPMENT GROUP
By: /s/ Michael Ng, F.L.
-----------------------------------------
Its: President
-----------------------------------------
INVESTMENT MANAGEMENT
OF AMERICA, INC.
101 Philippe Parkway, Suite 300, Safety Harbor, Fl 34696
(813) 669-0040
BINDING LETTER OF AGREEMENT
This Letter of Agreement will confirm various discussions with Terry Hunter and
his management team (hereinafter Team) and Investment Management of America,
Inc. (hereinafter IMA), and Orion Financial, Ltd. (hereinafter OFL). The
objective of our discussions has been to outline IMA's intent and objective to
bring the "Funtastix" brand shoe back into existence by providing various levels
of funding, as required, to meet the cash flow obligations as reflected in the
pro forma provided by the Team. The agreement will be as follows:
1. OFL agrees to issue 26,129,941 shares of OFL to IMA and its related persons
in return for $35,000.
2. OFL will raise a minimum of eight hundred eighty-thousand dollars
($880,000) in the form of convertible debt ("Convertible Debt") or equity.
The Convertible Debt or equity will be dilutive in nature to all
stockholders at the time of a secondary offering. The convertible debt will
be sold at par, will have a term of ten (10) years and will bear interest
not to exceed 10% per annum with accumulated interest due on the due date
of the convertible note. The convertible debt will be required to be
converted at the time of any secondary offering with a conversion price
equal to the greater of $4.50 or a price equal to 75% of the public
offering price.
3. An agreement will be in effect between OFL and the Colby, Kansas investor
group and/or the nine AM bridge loan investors which would require the
issuance of 1,162,780 shares of stock.
4. Key OFL shareholders will agree to exercise their respective options which
total 2,400,000 shares.
5. All OFL stock owned by IMA, the six stock option shareholders of OFL, the
Team and Asia Pacific Industries Development Group (hereinafter APIDG) will
be restricted for (1) year from the date of closing.
6. Future options and stock incentive programs will be put in place for the
management team. In addition, a qualified Board of Directors will be formed
on an equitable basis. Any person serving on the new board of directors of
OFL will receive a 500,000 share after 10 for one split, 50,000 shares at
$3.00 per share option to purchase stock at $.30 per share exercisable as
any time up to the earlier of 5 years after the date of issuance or six
months after completion of a secondary offering.
Page (01)
<PAGE>
7. Upon closing, the number of shares of OFL will be as follows:
No. of Shs.
-----------
Orion Financial Currently Outstanding 4,641,522
Stock Options 2,400,000
Total 7,041,522
AFI Mgmt. 6,604,838
APIDG 4,548,787
IMA 26,129,941
Colby/Bridge Ln. 1,162,780
TOTAL 45,487,867
The parties agree that this contemplated transaction will be consummated no
later than May 15, 1998, the ("Closing Date"). The "Closing Date" may be
extended if both parties mutually agree.
A. Due Diligence. Prior to the closing of the transaction, The Team
and OFL will provide IMA all documentation relative to the
completion of the transaction in order to successfully complete
its Due Diligence, including, but not limited to:
a. Pertinent corporate documents - incorporation papers,
certificates, resolutions, etc. Of all companies and
subsidiaries.
b. Financial statements.
c. Stockholder lists and corporate records.
d. All past and pending litigation.
e. Make all necessary information and key personnel available
to assist in the development of a complete business plan for
IMA.
B. Responsibility. No Party shall be responsible for any of the
other's expenses in connection with the negotiations and due
diligence contemplated.
Page (02)
<PAGE>
C. Additional Terms. The transaction is subject to the following
additional terms and conditions.
(1) The approval and consent of the Board of Directors of OFL
and IMA shall have been obtained prior to the closing date.
(2) All necessary filings with, or approvals by state and
federal governmental agencies or regulatory bodies shall be
made by each party.
(3) As part of the closing, key employees of the Team agree to
enter into employment agreements, including but not limited
to compensation, benefits, bonus plans, etc. Employment
agreements will contain a non compete clause.
D. Exclusive. Prior to the closing and during the term of this
Letter of Agreement, neither the Team nor the directors and/or
shareholders of OFL will discuss or negotiate with any other
corporation, firm or person, or entertain or consider any
inquiries or proposals relating to the possible sale of a
material portion of its stock or their assets.
E. Announcements. Public announcements by a party herein concerning
the execution of this letter and the transactions contemplated
hereby shall be submitted for prior review and approval (such
approval not to be unreasonably withheld) by the other party.
F. Obligation of Good Faith. The Team, IMA and OFL shall proceed
forward and be obligated in good faith to negotiate the terms and
conditions of this transaction.
G. Notices. All notices, consents, requirements, approvals and
notices and other communications provided herein shall be in
writing, and shall be deemed given when delivered personally or
mailed by certified mail, postage prepaid.
Page (03)
<PAGE>
As to the Team:
M. Terry A. Hunter
226 W. Delaware Circle
Littleton, CO 80120
Phone: (303) 798-5512
Fax: (303) 794-7342 c/o Roger Arthur
As to IMA:
Mr. Gerald C. Parker
101 Philippe Parkway #300
Safety Harbor, Fla 34695
Phone: (813) 669-0040
Fax: (813) 725-9570
As to OFL:
ORION FINANCIAL, LTD.
Mr. Dean Boedeker, President & CEO
80 N. Hoyt St.
Denver, CO 80226
Phone: (303) 860-6382
Fax: (303) 860-6045
H. Acceptance. If the foregoing is acceptable to you, please
indicate your acceptance by signing and returning a copy of this
letter. It is mutually agreed that the law firm of Smith
McCullough, P.C. or Edward O. Byrne will prepare the closing
documents.
I. Letter of Agreement. No party shall bear any liability to the
other in the event of non-completion of said transaction by all
panties on or before May 15, 1998. If this transaction does not
occur, this letter of Agreement shall be null and void unless an
extension is mutually agreed upon prior to the aforementioned
date.
J. This binding Letter of Agreement is contingent upon consummation
of an agreement between OFL and APIDG satisfactory to IMA to
provide a minimum three million dollar ($3,000,000) inventory
financing to OFL with a minimum of 120 day dating.
Page (04)
<PAGE>
AGREED AND ACCEPTED;
INVESTMENT MANAGEMENT OF AMERICA, INC.
By /s/ Gerald C. Parker Attested: /s/ Gerald C. Parker
------------------------------- -----------------------------------
Gerald C. Parker, President
Date: April 23, 1998
The Team:
By /s/ Terry A. Hunter Attested: /s/ Terry A. Hunter
------------------------------- -----------------------------------
Terry A. Hunter, Individually
Date: April 23, 1998
AGREED AND ACCEPTED
ORION FINANCIAL, LTD.
By /s/ Dean Boedeker Attested: /s/ Dean H. Boedeker
------------------------------- -----------------------------------
Dean Boedeker, President
Date: April 23, 1998
AGREED AND ACCEPTED
Page (05)
<PAGE>
AMENDMENT NUMBER ONE TO BINDING LETTER OF AGREEMENT
THIS AMENDMENT NUMBER ONE TO BINDING LETTER OF AGREEMENT among Orion
Financial, Ltd. ("OFL"), Terry Hunter and Investment Management of America, Inc.
("IMA") is dated May 1, 1998.
OFL, Terry Hunter and IMA hereby agree that the Binding Letter of Agreement
dated April 23, 1998 ("Agreement") is amended by replacing paragraph 4 of the
Agreement with the following:
4. Key OFL shareholders, except for Thomas A. Breen, will
exercise their respective options for a total of 2,000,000 shares.
AGREED AND ACCEPTED:
Investment Management of America, Inc.
/s/ Gerald C. Parker
- --------------------------------------
Gerald C. Parker, President
Date: May 1, 1998
AGREED AND ACCEPTED:
/s/ Terry A. Hunter
- --------------------------------------
Terry A. Hunter, Individually
Date: May 1, 1998
AGREED AND ACCEPTED:
Orion Financial, Ltd.
/s/ Dean H. Boedeker
- --------------------------------------
Dean H. Boedeker, President
Date: May 1, 1998
