ORION ACQUISITION CORP. II
1430 BROADWAY, 13TH FLOOR
NEW YORK, NEW YORK 10018-3308
June 20, 1996
Gregory J. Shaia
Vice President, Corporate Finance
Ladenburg, Thalmann & Co. Inc.
540 Madison Avenue
New York, New York 10022
Re: Amendment to Letter Agreement dated March 8, 1996
The purpose of this letter is to confirm our agreement (the "Amended Agreement") to amend our original letter
agreement dated March 8, 1996 (the "Original Agreement"), pursuant to which Orion Acquisition Corp. II (the
"Company") authorized Ladenburg, Thalmann & Co. Inc. ("Ladenburg") to be its exclusive financial advisor in
connection with the possible acquisition of various operating companies ("Targets") or any of such Targets'
assets, business or equity, debt or other securities.
The terms of the Original Agreement are hereby amended as follows:
Section A of Article II - Compensation of Services, shall be deleted in its entirety and replaced with the following:
In partial payment for its services hereunder, Ladenburg shall receive reimbursement for actual time expended in
actively seeking a Target up to $3,500 per month, plus out-of-pocket expenses in connection therewith, provided
that Ladenburg submits receipts and statements to the Company evidencing a detailed description of the services
rendered and expenses incurred. Ladenburg has purchased 10,000 shares of the Company's common stock,
$.01 par value, for $.10 per share (the "Shares"). In the event the Company has not entered into a letter of intent
with a Target eighteen months after the effective date of the Company's registration statement on Form SB-2,
Ladenburg shall allow the Company to redeem the Shares without further consideration. The Shares shall be held
in escrow, pursuant to the terms and conditions of the Stock Resale Restriction Agreement by Stockholders,
dated January 15, 1996, attached as Exhibit 1 hereto.
All other terms and conditions of the Original Agreement shall remain unchanged.