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



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               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.



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     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
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   80 N. Hoyt St.
   Denver, Colorado   80226


   For and on behalf of
   Asia Pacific Industries Development Group


   By: /s/ Michael Ng, F.L.
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   Address: 101, Shashujin, 4/F
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            Shenzhen, China

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