INVESTMENT MANAGEMENT
                                OF AMERICA, INC.
            101 Philippe Parkway, Suite 300, Safety Harbor, Fl 34695
                                 (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 objectives 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 AFI 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 option to purchase stock at $.03 per share
     exerciseable  at any time up to the  earlier  of 5 years  after the date of
     issuance or six months after completion of a secondary offering. 

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<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.



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          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 hereto 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.



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<PAGE>


                           As to the Team:

         Mr. 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
               parties 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.


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<PAGE>



         AGREED AND ACCEPTED:

         INVESTMENT MANAGEMENT OF AMERICA, INC.



         By:  /S/  Gerald C. Parker         Attested:  /S/
              --------------------------                  ----------------------
         Gerald C. Parker, President

         Date:  April 23, 1998

         AGREED AND ACCEPTED

         The Team:


         By:  /S/ Terry A. Hunter          Attested:  /S/
              --------------------------                  ----------------------
         Terry A. Hunter, Individually

         Date:  April 23, 1998

         AGREED AND ACCEPTED

         ORION FINANCIAL, LTD.



         By:  /S/  Dean Boedeker            Attested:  /S/
              --------------------------                  ----------------------
         Dean Boedeker, President

         Date:  April 23, 1998

         AGREED AND ACCEPTED


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