ORANGE <OJAY> IN DEFINITIVE PACT TO SELL UNITS Orange Julius International Inc said it entered into a definitive agreement to sell Orange Julius of America and Orange Julius Canada Limited to H.C. Holdings Inc, owned by Branford Castle Inc, a merchant banker, members of its management and certain of its shareholders. Orange said the purchase price will consist of 19 mln dlrs in cash and 10 pct redeemable preferred, 10 pct of HC's common equity, and the right for it to prospectively receive 20 pct of certain royalties under a proposed licensing program. It said HC also agreed to lend up to 600,000 dlrs to it in advance of closing and it had already received 300,000 dlrs. Orange Julius announced the proposed sale of the units when a letter of intent was signed February 17. The company said it is reviewing other offers to buy the units and if it decides to accept another offer it will pay HC an agreed upon amount and reimburse HC for its expenses.