AMENDMENT NO. 2 TO OPTION AGREEMENT

     THIS AMENDMENT NO. 2 TO OPTION AGREEMENT  ("Amendment") is made and entered
into  effective  as of the 16th day of  September,  1996,  by and between  ORION
FINANCIAL, LTD., a Colorado corporation ("Company"), and ______________________,
an individual  ("____________").  Unless otherwise defined herein, defined terms
shall have the meaning  assigned to them in that certain Option  Agreement dated
as of April 27, 1993,  as amended  September  27, 1993,  between the Company and
Boedeker ("Option").

                                    RECITALS

     A.  ---------- is entitled to subscribe for,  purchase and receive  400,000
fully  paid and  nonassessable  shares of the no par  value  common  stock  (the
"Stock") of the Company pursuant to the Option.

     B. The  Company  and  ----------  desire to amend  the  Option as set forth
below.

                                    AGREEMENT

     NOW, THEREFORE, in consideration for --------------------- having continued
to serve as a director of the Company  since the date the Option was granted and
of other good and valuable consideration,  the receipt, value and sufficiency of
which are hereby  acknowledged,  the Company  hereby agrees that the  expiration
date under  Section 2 of the Option  shall be  extended  from April 27,  1998 to
September  16,  2001.  Except as  modified  herein and except as modified by the
Amendment to Option Agreement dated September 27, 1993, the terms and conditions
of the Option are hereby ratified and confirmed.

     IN WITNESS WHEREOF, the Company and ---------- have executed this Amendment
to the Option effective as of September 16, 1996.

                                           ORION FINANCIAL, LTD.,
                                           a Colorado corporation


                                           By:
                                               --------------------------------
                                               Dean H. Boedeker, President





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