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                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                              CALLERY-JUDGE GROVE,

                         A NEW YORK LIMITED PARTNERSHIP

                                   dated as of
                                   May 8, 1995

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                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                              CALLERY-JUDGE GROVE,

                         A NEW YORK LIMITED PARTNERSHIP

      This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of
May 8, 1995, is entered into by and among CJG Management, Ltd., a Florida
limited partnership ("CJG Management"), as the general partner and those persons
and entities whose names and addresses appear on the books and records of the
Partnership as partners.

                                   WITNESSETH:

      WHEREAS, a limited partnership having the name "Callery-Judge Grove" was
previously formed under the Laws of the State of New York (the "Partnership")
and

      WHEREAS, James Callery, Gaston C. Jones and Citrus Management, Inc.
(collectively, the "Prior General Partners") are the general partners of the
Partnership; and

      WHEREAS, Gaston C. Jones intends to withdraw as a general partner and
convert his general partner interest into a Limited Partner interest; and

      WHEREAS, Citrus Management, Inc. intends (i) to change its name to CJG
Holdings, Inc., and (ii) to withdraw as a general partner and become a limited
partner; and

      WHEREAS, James Callery, having conveyed his interest as general partner to
CJG Management, intends to withdraw as general partner, and

      WHEREAS, CJG Management wishes to become the sole general partner of the
Partnership; and

      WHEREAS, the Estate of Grant E. Judge, The Gladys M. Judge Testamentary
Trust, Gaston C. Jones, as Trustee, CJG Holdings, Inc. (formerly Citrus
Management, Inc.) and James Callery, as Trustee for the benefit of Virginia R.
Callery and as Trustee for the benefit of Sprague E. Callery, who are all of the
Partnership's special limited partners, intend to become limited partners of the
Partnership; and

      WHEREAS, each of the parties hereto (a) has granted its consent to and
ratified (i) the conveyance by James Callery of his interest as general partner
to CJG Management, (ii) the withdrawal of the Prior General Partners as general
partners, (iii) the admission of CJG

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Management, as substituted general partner, (iv) the admission of CJG Holdings,
Inc. (formerly Citrus Management, Inc.) as limited partner, (v) the conversion
of the General Partnership interest of Gaston C. Jones into a limited
partnership interest, and (vi) the withdrawal of the Estate of Grant E. Judge,
The Gladys M. Judge Testamentary Trust, Gaston C. Jones, as Trustee, CJG
Holdings, Inc. (formerly Citrus Management, Inc.), James Callery as Trustee for
the benefit of Virginia R. Callery and as Trustee for the benefit of Sprague E.
Callery, as special limited partners and their admission as limited partners,
and (b) intends that this Recital evidence its consents and ratifications
described above; and

      WHEREAS, the parties to this Amended and Restated Agreement of Limited
Partnership currently constitute all of the partners in the Partnership; and

      WHEREAS, the parties to this Amended and Restated Agreement of Limited
Partnership intend to amend and restate the Agreement of Limited Partnership
governing the Partnership upon the terms and conditions hereinafter set forth;

      NOW, THEREFORE, for valuable consideration, the parties do hereby agree
that the Partnership shall continue under, and the actions of each of the
parties to this Amended and Restated Agreement of Limited Partnership with
respect to the Partnership shall, to the extent not inconsistent with the laws
of the State of New York, be governed by, the terms and conditions of this
Agreement set forth below.

                                    ARTICLE I

                     Certain Definitions; General Provisions

      Section 1.01. Continuation. The parties hereto hereby continue the
Partnership under the name Callery-Judge Grove, L.P., in accordance with, and
subject to the terms and conditions set forth in, this Agreement.

      Section 1.02. Certain Definitions. As used herein:

            "Adjusted Capital Account" shall mean, with respect to any Partner,
      the balance in the Partner's Capital Account (whether positive or
      negative) as of the end of the Fiscal Year, (i) increased by the sum of
      (A) any amount which such Partner is obligated to contribute to the
      Partnership, (B) such Partner's share of minimum gain attributable to
      partnership nonrecourse liabilities (within the meaning of Treas. Reg. ss.
      1.704-2) as of the end of the Fiscal Year, (C) such Partner's share of
      minimum gain attributable to partner nonrecourse liabilities (within the
      meaning of Treas. Reg. ss. 1.704-2) as of the end of the Fiscal Year, and
      (D) any amount for which such Partner is personally liable with respect to
      liabilities of the Partnership (except to the extent that such amount
      would duplicate the amount of any items under clauses (A), (B) or (C)),
      and (ii) decreased by such Partner's share of the reasonably


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      expected net adjustments, allocations and distributions described in
      Treas. Reg. ss. 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

            "Affiliate" means, with respect to a Partner, any Person (i) which
      directly or indirectly owns 50% or more of; or (ii) 50% or more of which
      is directly or indirectly owned by, or (iii) 50% or more of which directly
      or indirectly is owned by one or more other Persons directly or indirectly
      owning 50% or more of, such Partner. For purposes of the preceding
      sentence, a Person shall be deemed to own that portion of another Person
      equal to (x) if such other Person is a partnership, trust or any other
      unincorporated association or entity, the percentage interest in income or
      capital of such partnership, trust or unincorporated association or
      entity, or (y) if such other Person is a corporation, the percentage of
      total shares or voting shares of such corporation, whichever is greater,
      owned by such first Person.

            "Capital Account" has the meaning specified in Section 4.0l(a). The
      Capital Account of each Partner as of December 31, 1993, is set forth in
      the books and records of the Partnership.

            "Capital Contribution" means the cash or fair market value of other
      property previously contributed by a Partner (or its predecessor in
      interest and properly allocable to such Partner) to the Partnership, or
      that may in the future be contributed by a Partner pursuant to this
      Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended to date.
      A reference to a section of the Code shall be deemed to include any
      amendatory or successor provision thereto.

            "Distributable Funds" means the amount of cash (including cash held
      in Partnership reserves and net refinancing proceeds) that the Managing
      Partner anticipates will be available to the Partnership during such
      period of time as the Managing Partner deems relevant to such
      determination, reduced by the sum of (i) the amount of cash that the
      Managing Partner, in its sole discretion, anticipates will be required to
      meet all of the obligations of the Partnership (including, but not limited
      to, capital expenditures and payments of principal and interest on any
      debts and other obligations of the Partnership) during such period, and
      (ii) the amount of cash that the Managing Partner, in its sole discretion,
      believes necessary or appropriate for the Partnership to retain.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended from time to time. A reference to a Section of ERISA shall be
      deemed to include a reference to any amendatory or successor provision
      thereto.

            "GAAP" means generally accepted accounting principles and practices
      in effect in the United States from time to time.


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            "GAAP Profits" means the profits of the Partnership for a fiscal
      year calculated using GAAP.

            "General Partner" means CJG Management, in its capacity as a general
      partner in the Partnership, and any other Person which both (a) acquires,
      pursuant to this Agreement, an Interest as a general partner in the
      Partnership and (b) is admitted to the Partnership as a general partner
      pursuant to this Agreement.

            "Incentive Bonus" means an amount equal to five percent of the GAAP
      Profits of the Partnership for a Fiscal Year in excess of $500,000.

            "Interest" has the meaning specified in Section 2.03(a).

            "IRS" means the United States Internal Revenue Service.

            "Limited Partner" means each of the Persons the names of which
      appear on the books and records of the Partnership as partners in its
      capacity as a limited partner in the Partnership, and any other Person
      which both (a) acquires, pursuant to this Agreement, an Interest as a
      limited partner in the Partnership and (b) is admitted to the Partnership
      as a limited partner.

            "Major Decision" has the meaning specified in Section 3.02.

            "Majority-In-Interest" means one or more Partners which, in the
      aggregate, hold greater than 50% of the Percentage Interests held by all
      Partners.

            "Managing Partner" means CJG Management for so long as it is a
      General Partner and has not been removed (pursuant to Section 3.02(b)),
      dissolved or otherwise ceases to be the managing partner of the
      Partnership, and any other General Partner selected to be the managing
      partner of the Partnership pursuant to Section 3.02(a)(ii).

            "Net Losses" means, for each Fiscal Year or other period, an amount
      equal to the Partnership's loss, if any, for such Fiscal Year or period,
      as the case may be, determined in accordance with Section 703(a) of the
      Code (with all items of income, gain, loss and deduction required to be
      stated separately pursuant to Section 703(a)(1) of the Code to be included
      in computing such loss); provided, however, such loss shall be adjusted by
      any and all adjustments required to be made in order to determine Capital
      Account balances in compliance with Treasury Regulation Section
      1.704-1(b).

            "Net Profits" means, for each Fiscal Year or other period, an amount
      equal to the Partnership's taxable income, if any, for such Fiscal Year or
      period, as the case may be, determined in accordance with Section 703(a)
      of the Code (with all items of income, gain, loss and deduction required
      to be stated separately pursuant to Section 703(a)(1) of the Code to be
      included in computing such profit); provided, however, such income shall
      be adjusted


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      by any and all adjustments required to be made in order to determine
      Capital Account balances in compliance with Treasury Regulation Section
      1.704-1(b).

            "Notices" has the meaning specified in Section 10.01(a).

            "Partners" means, collectively, the General Partners (including the
      Managing Partner), and the Limited Partners, and any Person(s) admitted to
      the Partnership as General Partner(s) or Limited Partner(s) pursuant to
      this Agreement.

            "Percentage Interest" means, for each Partner, its interest in the
      distributions by, and income, gains, losses, deductions and credits of,
      the Partnership, as set forth, as at the date hereof in the books and
      records of the Partnership and as changed, from time to time, pursuant to
      the terms of this Agreement.

            "Person" means an individual, corporation, association, partnership,
      trust, unincorporated organization or a government or any agency or
      political subdivision thereof.

            "Property" means the parcel or parcels of real property containing
      approximately 3664 acres of land in Palm Beach County, Florida, together
      with all improvements thereon, the citrus and other trees planted and to
      be planted thereon, the easements, rights and privileges appurtenant
      thereto, and such other real property or interests therein, whether or not
      contiguous with the real property described above, that may be purchased
      or otherwise acquired by the Partnership from time to time.

            "Recognition and Retention Plan" means a deferred compensation plan
      pursuant to which the Managing General Partner can provide appropriate
      financial incentives to employees, former employees and former general
      partners of the Partnership.

            "State" means the State of New York.

            "Transfer" means any sale, assignment, gift, hypothecation, pledge
      or other disposition, whether voluntary or by operation of law, of an
      Interest or any portion thereof or any such sale or other disposition of
      an ownership or voting interest, directly or indirectly, in a Partner,
      other than to the Partnership.

            "Withdrawing Partner" has the meaning specified in Section 7.01(d).

      Section 1.03. Name. The name of the Partnership shall be "Callery-Judge
Grove L.P."

      Section 1.04. Principal Place of Business. The Partnership's principal
place of business shall continue to be in Palm Beach County, Florida, or at such
other place as the Managing Partner may designate from time to time.


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      Section 1.05. Purposes; Powers. The purposes of the Partnership shall
continue to be to own the Property and all of the machinery, equipment,
inventory and other property, real or personal, tangible or intangible, owned or
acquired by the Partnership (or in which the Partnership owns or acquires any
interest) from time to time used in those businesses in which it may engage
pursuant to this Agreement; to engage in the business of citrus production and
other businesses related to citrus production, processing and sales; and to
engage in the business of holding real estate for investment and for
development. The Partnership shall have the power to do any and all acts and
things necessary, appropriate, proper, advisable, incidental to or convenient
for the furtherance and accomplishment of such purposes.

      Section 1.06. Duration. The Partnership shall continue until dissolved
pursuant to Section 7.01.

      Section 1.07. General Partner. CJG Management is the sole General Partner
of the Partnership on the date hereof. The management of the business and
affairs of the Partnership shall be conducted as provided in Article III.

      Section 1.08. Limited Partners. The persons and entities whose names
appear as such on the books and records of the Partnership are the Limited
Partners of the Partnership on the date hereof. The Limited Partners shall not
participate in making the decisions of the Partnership, and in no event shall
the Limited Partners have the power to manage or transact any Partnership
business or act for or in the name of, or otherwise bind, the Partnership or
take part in the control of the business of the Partnership, except that the
Limited Partners shall have such rights and powers as are expressly granted to
them in this Agreement. No Limited Partner shall take any action which would, if
taken, cause (i) a partition of the Property, or any other asset of the
Partnership, or (ii) a dissolution of the Partnership. No Limited Partner in its
capacity as such shall ever be personally liable for any part of debts or other
obligations of the Partnership, or obligated to make further Capital
Contributions to the Partnership.

      Section 1.09. Statutory Compliance. The Partnership shall exist under, be
governed by, and this Agreement shall be construed in accordance with, the New
York Revised Uniform Limited Partnership Act. All real and personal property
owned by the Partnership (including, if and to the extent owned by the
Partnership, the Property) is and shall continue to be owned by the Partnership
as an entity and held in its name, and no Partner has or shall have any
ownership interest in any such property in its individual name. The Managing
Partner shall cause to be executed and filed on behalf and at the expense of the
Partnership (i) all certificates and other documents required by law to be filed
in connection with the continuation of the Partnership and this amendment and
restatement of the agreement of limited partnership of the Partnership, and (ii)
such other documents, instruments and certificates as it may deem necessary,
appropriate, helpful or convenient with respect to the continuation of, and the
conduct of business by, the Partnership.


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                                   ARTICLE II

                     Capital Contributions, Other Financing;
                          Interests in the Partnership

      Section 2.01. Capital Contributions.

      (a) Each of the Partners, other than the Prior General Partners, the
General Partner and the Special Limited Partners (or its
predecessor-in-interest) has made a Capital Contribution to the Partnership
prior to the date hereof in the amount set forth in the books and records of the
Partnership.

      (b) The Managing Partner may, from time to time, make, and may cause the
Partnership to accept from Persons (including Partners) offering to make, loans
and additional Capital Contributions to the Partnership, on such terms as it may
deem necessary, appropriate, helpful or convenient subject to the terms of this
Agreement.

      Section 2.02. Financing of the Partnership.

      The money required to finance the business of the Partnership shall be
derived from the revenues of the Partnership and from loans and Capital
Contributions to the Partnership.

      Section 2.03. Interests in the Partnership; Allocation of Profits, Gains,
Losses and Deductions.

      (a) Each Partner has an ownership interest in the Partnership (an
"Interest") measured by its respective Percentage Interest. Each Partner's
Percentage Interest, as of the date hereof, is set forth in the books and
records of the Partnership.

      (b) The income, gains, losses and deductions of the Partnership shall be
determined for each Fiscal Year in accordance with the accounting methods
followed by the Partnership for federal income tax purposes, and shall be
allocated as follows:

            (i) Subject to subsections (iii) and (iv) of this Section 2.03(b),
      the Net Losses of the Partnership shall be allocated to the Partners in
      the following order of priority:

                  (I) First, to the Partners in accordance with their Percentage
            Interests, to the extent that the amount of Net Profits previously
            allocated to the Partners under Section 2.03(b)(ii)(IV) exceed the
            sum of (i) distributions previously made to the Partners under
            Section 5.02(a) plus (ii) the Net Losses theretofore allocated to
            the Partners under this Section 2.03(b)(i)(I);

                  (II) Second, to each Partner in proportion to the amount the
            positive balance in its Adjusted Capital Account bears to the
            aggregate of positive balances


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            in all Adjusted Capital Accounts, until the Adjusted Capital
            Accounts of the Partners are reduced to zero; and

                  (III) Third, to the General Partner.

            (ii) Subject to subsections (iii) and (iv) of this Section 2.03(b),
      the Net Profits of the Partnership shall be allocated in the following
      order of priority:

                  (I) First, to the General Partner ratably (as described in
            Section 2.03(b)(i)(III)) until the General Partner has been
            allocated Net Profits equal to the amount of Net Losses previously
            allocated to it under Section 2.03(b)(i)(III);

                  (II) Second, to each Partner in proportion to the amount of
            Net Losses previously allocated to each Partner under Section
            2.03(b)(i)(II) bears to the aggregate of all Net Losses so allocated
            to all Partners, until the Partners have been allocated Net Profits
            equal to the amount of Net Losses previously so allocated;

                  (III) Third, to each Partner in proportion to the amount of
            Net Losses previously allocated to each Partner under Section
            2.03(b)(i)(I) bears to the aggregate of all Net Losses so allocated
            to all Partners until the Partners have been allocated Net Profits
            equal to the amount of Net Losses previously so allocated; and

                  (IV) Fourth; to the Partners in accordance with their
            Percentage Interests.

            (iii) Notwithstanding paragraphs(i) and (ii) of this Section
      2.03(b):

                  (I) Minimum Gain Chargeback. Notwithstanding any other
            provision of this Agreement, if there is a net decrease in
            Partnership minimum gain (as defined in Regulations Section
            1.704-2(g)(2)), items of income and gain shall be allocated to all
            Partners in accordance with Regulations Section 1.704-2(f), and such
            allocations are intended to comply with the minimum gain chargeback
            requirements of Regulations Section 1.704-2 and shall be interpreted
            consistently therewith.

                  (II) Section 704(c) Allocation. Solely for federal, state and
            local income tax purposes and not for book or Capital Account
            purposes, depreciation, amortization, gain or loss with respect to
            the property that is properly reflected on the Partnership's books
            at a value that differs from its adjusted basis for federal income
            tax purposes shall be allocated in accordance with the principles
            and requirements of Code Section 704(c) and the Regulations
            promulgated thereunder, and in accordance with the requirements of
            the relevant provisions of the Regulations issued under Code Section
            704(b). For Capital Account purposes, depreciation, amortization,
            gain or loss with respect to property that is properly reflected on
            the Partnership's books at a value that differs from its adjusted
            basis for tax purposes shall be determined in accordance with the
            rules of Regulations Section 1.704-1(b)(2)(iv)(g).


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                  (III) Risk of Loss Allocation. Any item of Partner Nonrecourse
            Deduction (as hereinafter defined) with respect to a Partner
            Nonrecourse Debt (as hereinafter defined) shall be allocated to the
            Partner or Partners who bear the economic risk of loss for such
            Partner Nonrecourse Debt in accordance with Regulations Section
            1.704-2(i). The term "Partner Nonrecourse Deduction" means any item
            of loss that is attributable to a Partner Nonrecourse Debt pursuant
            to Regulations Section 1.704-2(i)(1) and (2). The term "Partner
            Nonrecourse Debt" means any nonrecourse debt of the Partnership
            (within the meaning of Regulations Section 1.704-2(b)(4)) for which
            any Partner bears the economic risk of loss (within the meaning of
            Regulations Section 1.704-2(b)(4)). Subject to subparagraph (I)
            hereof, but notwithstanding any other provision of this Agreement,
            in the event that there is a net decrease in minimum gain
            attributable to a Partner Nonrecourse Debt (such minimum gain being
            hereinafter referred to as "Partner Nonrecourse Minimum Gain") for a
            taxable year of the Partnership, then, after taking into account
            allocations pursuant to subparagraph (a) hereof, but before any
            other allocations are made for such taxable year, each Partner with
            a share of Partner Nonrecourse Gain attributable to such Partner
            Nonrecourse Debt at the beginning of such year shall be allocated
            items of income and gain for such year (and if necessary, for
            subsequent years) equal to such Partner's share of the net decrease
            in Partner Nonrecourse Minimum Gain as determined under Regulations
            Section 1.704-2(i)(4).

                  (IV) Allocation of Excess Nonrecourse Liabilities. For the
            purpose of determining each Partner's share of Partnership
            nonrecourse liabilities pursuant to Regulations Section 1.752-3(a),
            and solely for such purpose, each Partner's interest in Partnership
            profits is hereby specified to be such Partner's Percentage
            Interests.

                  (V) Unexpected Allocations and Distributions. No allocation
            may be made to a Limited Partner to the extent such allocation
            causes or increases a deficit balance in such Limited Partner's
            Capital Account in excess of any amount that such Limited Partner is
            obligated to restore (taking into account Regulations Sections
            1.704-1(b)(2)(ii)(d), 1.704-2(i)(5) and 1.704-2(g)(1)(ii) as of the
            end of the taxable year to which such allocation relates.
            Notwithstanding any other provision of this Agreement except
            subparagraphs (I) and (III) hereof, in the event that a Limited
            Partner unexpectedly receives an adjustment, allocation or
            distribution described in Regulations Section
            1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in such Limited
            Partner having a negative Capital Account balance (as determined
            above), then such Limited Partner shall be allocated items of income
            and gain (including items of gross income) in an amount and manner
            sufficient to eliminate, to the extent required by the Regulations,
            such negative balance in such Limited Partner's Capital Account as
            quickly as possible.

            (iv) Adjustment of Capital Accounts. After all allocations for a
      taxable year are made, Capital Accounts shall be adjusted by the
      Partnership to the extent necessary to comply with all applicable laws,
      regulations and administrative pronouncements.


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      Notwithstanding anything contained in this Agreement to the contrary, any
      and all distributions to the Partners to be made under Section 7.03 shall
      be made in the order of priority set forth in Section 5.02. The tax
      allocation provisions of this Agreement are intended to produce final
      Capital Account balances that are at levels ("Target Final Balances")
      which permit liquidating distributions that are made in accordance with
      such final Capital Accounts balances to be equal to the distributions that
      would occur under Section 5.02(a) if such liquidating proceeds were
      distributed pursuant to Section 5.02(a). To the extent that the tax
      allocation provisions of this Agreement would not produce the Target Final
      Balances, the Partners agree to take such actions as are necessary to
      amend such tax allocation provisions to produce such Target Final
      Balances. Notwithstanding the other provisions of this Agreement,
      allocations of income, gain, loss and deduction (including items of gross
      income, gain, loss and deduction) for the year in which distributions to
      the Partners are made under Section 7.03 shall be made as necessary to
      produce such Target Final Balances (and, to the extent such allocations
      would not effect such result, at the discretion of the Managing Partner,
      the prior tax returns of the Partnership shall be amended to reallocate
      items of gross income, gain, loss and deduction to produce such Target
      Final Balances).

      Section 2.04. Withdrawal of Capital; Limitation on Distributions. No
Partner shall be entitled to withdraw any part of its Capital Account in, or to
receive any distributions from, the Partnership, except as provided in Sections
5.01 and 7.03. No Partner shall be entitled to demand or receive interest on its
Capital Account or any property other than cash from the Partnership.

                                   ARTICLE III

                                   Management

      Section 3.01. In General.

      (a) The Managing Partner shall be responsible for the management of the
business, activities and affairs of the Partnership. The Managing Partner shall
have all the rights and powers which may by law be possessed by it and such
rights and powers as are necessary, advisable or convenient to the discharge of
its duties hereunder. Without limiting the generality of the foregoing, but
subject to the requirements and provisions of Section 3.02, the Managing Partner
shall have all of the following rights and powers which it may exercise on
behalf of the Partnership without the approval of any other Partner, at the
cost, expense and risk of the Partnership:

            (i) to expend the capital of the Partnership in a manner that it in
      good faith believes to be in furtherance of the Partnership's business,
      subject to the limitations, if any, on the rights and powers of the
      Managing Partner to do so set forth elsewhere in this Agreement;

            (ii) to hold, level, clear, grade, develop, prepare, plant trees on,
      build buildings, roads, drainage and other facilities on, otherwise
      improve, maintain, subdivide, lease, sell and otherwise manage the
      Property; to purchase, plant and maintain citrus and other trees, a citrus
      and other tree nursery and citrus and other groves on the Property; to
      develop,


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      maintain, manage, improve and attempt to enhance the value of the citrus
      and other agricultural product businesses (and the other businesses and
      assets) of the Partnership; and to enter into and fulfill its obligations
      under agreements of any and every nature and description with others with
      respect to such activities and businesses, which agreements may contain
      such terms, provisions and conditions as the Managing Partner in its sole
      and absolute discretion may approve;

            (iii) to purchase such contracts of liability, casualty, frost,
      wind, flood and other insurance as the Managing Partner may deem
      advisable, appropriate, convenient or beneficial to the Partnership;

            (iv) to purchase, plant, maintain, graft, and transplant seedling
      rootstock, citrus and other trees, and other crops; to clear, prepare,
      irrigate, fertilize, spray, care for and maintain, or cause to be cleared,
      prepared, irrigated, fertilized, sprayed, cared for and maintained, and to
      provide for the drainage of, the real property owned by the Partnership;
      to grow, produce, genetically engineer, store, manage, sell (by such means
      as the Managing Partner determines to be appropriate, convenient or
      beneficial to the Partnership, including, without limitation, by sales at
      retail, including at the Partnership's real property if the Managing
      Partner determines that to do so might be appropriate, convenient or
      beneficial), process, pack and otherwise deal with citrus and other
      fruits, vegetables, crops and other agricultural products, and products
      derived and to be derived therefrom, and to purchase or otherwise acquire
      from any Person any of such items for any of such purposes;

            (v) to hold real property for investment and for development,
      provided that the Partnership may not be engaged in the business of
      developing real property, except to the extent provided in Section
      3.02(a)(v);

            (vi) to organize or acquire and own corporations and other entities
      to serve the actual and perceived needs and purposes of the Partnership;

            (vii) to purchase stock in and advance funds to cooperatives through
      which citrus and other fruits, and other agricultural products of the
      Partnership, are or may be sold, or through which equipment and supplies
      for use by the Partnership are or may be purchased;

            (viii) to invest and reinvest Partnership funds in government
      securities, certificates of deposit, banker's acceptances or other
      financial investments;

            (ix) to borrow money on behalf of the Partnership, to assume
      obligations on behalf of the Partnership and to discharge the
      Partnership's obligations under any promissory note (or other document)
      evidencing the indebtedness of the Partnership or under any mortgage, deed
      of trust, trust to secure debt or other pledge, assignment or security
      instrument securing payment of such promissory note (or other document) or
      encumbering the Property and, in furtherance of the foregoing, to execute
      and deliver, in the name and on behalf of the Partnership, any notes,
      mortgages, deeds of trust, deeds to secure debt and other security
      instruments and other documents encumbering, reencumbering and/or relating
      to the Property and other assets of the Partnership, including, without
      limitation, any and all such


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      notes, mortgages, deeds of trust, deeds to secure debt and other security
      instruments and other documents with respect to any financing or
      refinancing obtained for the purpose of acquiring any interest in real
      property and/or satisfying existing financing;

            (x) to sell, dispose of, trade, exchange, convey, quitclaim,
      mortgage, encumber, hypothecate (including as cross-collateral if the
      Managing Partner in good faith believes that to do so would be in the best
      interests of the Partnership), subdivide, surrender, release or abandon,
      with or without consideration of any and every nature and description,
      upon such terms and conditions as the Managing Partner may deem advisable,
      appropriate or convenient, all or any portion of the Property, fruit and
      other agricultural crops and products, and any of the other assets of the
      Partnership, subject to the consent requirement of Section 3.02(a).

            (xi) to execute leases, subleases, licenses, rental agreements,
      occupancy agreements, use agreements and concession agreements with
      respect to all or any portion of the Property or any of the other assets,
      products and businesses of the Partnership;

            (xii) to enter into such agreements, contracts, guarantees,
      documents and instruments with such Persons (including, without
      limitation, governmental agencies and instrumentalities), and to give such
      receipts, releases and discharges with respect to all of the foregoing and
      any matters related or incident thereto, as the Managing Partner in good
      faith may deem advisable, appropriate, helpful or convenient for the
      Partnership from time to time;

            (xiii) to delegate any and all of its duties hereunder, and in
      furtherance of any such delegation to appoint, employ or contract with any
      Persons that it in its sole discretion may deem necessary, advisable,
      helpful or convenient for the transaction of one or more of the businesses
      of the Partnership, including Persons that are Affiliates, officers,
      directors or employees of the Managing Partner or of any other Partner
      (including those in which it or Persons directly or indirectly controlling
      it may have a proprietary interest). Such Persons may, under the direct or
      indirect supervision of the Managing Partner, administer the day-to-day
      operations of the Partnership; may serve as the Partnership's advisors and
      consultants in connection with the policy decisions made and contemplated
      to be made by the Managing Partner; may act as grove managers, business
      managers, product managers, project managers, architects, engineers,
      consultants, builders, accountants, correspondents, attorneys, brokers,
      escrow agents or in any and all other capacities deemed by the Managing
      Partner to be necessary, desirable, appropriate or convenient; may
      investigate, select, and on behalf of the Partnership conduct relations
      with Persons acting in such capacities and, subject to Section 3.04, may
      pay compensation (including, without limitation, compensation that is
      dependent in whole or in part on one or more measurable variable factors
      relating to the profitability of, or cash flow, cost savings or other
      revenue enhancement generated by or from, the Partnership as a whole or
      one or more discrete products, groves or fields, ventures or undertakings
      of the Partnership) to, and enter into contracts with, or employ, or pay
      for services performed or to be performed by, any of them in connection
      with the Property, or any part of it, any of the other assets,
      investments, businesses, crops or products of the Partnership or ventures
      made, or undertakings entered into, by the Partnership; may


                                       12
<PAGE>

      perform or assist in the performance of such administrative or managerial
      functions necessary in the management of one or more of the Partnership,
      the Property, and the Partnership's businesses and assets, as determined
      by the Managing Partner; and may perform such other acts or services as
      the Managing Partner in its sole and absolute discretion may approve;

            (xiv) to admit additional Persons to the Partnership as Partners,
      provided that, if (x) the new Partner will be a General Partner or (y) the
      new Partners would have rights, powers, liabilities and/or obligations
      that differ in material respects from those of some or all of the other
      Partners, the Managing Partner shall obtain the consent of the Limited
      Partners as required by Section 3.02(a) prior to admitting the new
      Partners;

            (xv) to offer to purchase or redeem the Interests of one or more of
      the Partners selected by the Managing Partner from time to time, on such
      terms and conditions as the Managing Partner deems appropriate, to
      consummate such purchases and redemptions, and to obtain funds to enable
      it to consummate such purchases and redemptions on such terms as the
      Managing Partner may deem to be necessary, advisable, appropriate or
      convenient;

            (xvi) to adopt and implement the Recognition and Retention Plan so
      as to provide additional financial incentives to key employees of the
      Partnership;

            (xvii) to reinvest all or any portion of amounts received by the
      Partnership from the condemnation of all or any portion of the Property,
      or the sale of all or any portion of the Property under threat of
      condemnation, so as to defer the recognition of gain under Section 1033 of
      the Code; and

            (xviii) to do and undertake to do any and all other things and to
      execute and deliver, in the name and on behalf of the Partnership, any and
      all certificates, documents, instruments and agreements necessary,
      advisable, appropriate, helpful or convenient in the discretion of the
      Managing Partner to effectuate any of the foregoing.

      (b) The Managing Partner shall (or shall cause others to) diligently
attempt to discharge (to the extent funds are available therefor) the following
obligations on behalf and at the expense of the Partnership in a manner
consistent with this Agreement:

            (i) Protect and preserve the title to and the interest of the
      Partnership in its property and assets, real, personal and mixed,
      including, for so long as it is an asset of the Partnership, the Property.

            (ii) Keep all books of account and other records of the Partnership
      and provide to the Partners reports and statements as required by Article
      IV.

            (iii) Maintain all funds of the Partnership (other than petty cash
      and funds from time to time invested in financial products or other
      Partnership assets) in one or more bank accounts established pursuant to
      Section 4.03.


                                       13
<PAGE>

            (iv) Make periodic distributions to the Partners as required by
      Section 5.02.

            (v) Perform all other obligations provided elsewhere in this
      Agreement to be performed by the Managing Partner.

      (c) Third parties dealing with the Partnership shall be fully protected in
relying, without further inquiry, upon any action taken or instrument executed
on behalf of the Partnership by the Managing Partner, and on behalf of the
Managing Partner by the President or any other officer of its general partner,
or any other Person specifically empowered by the Managing Partner so to act.

      (d) If the Managing Partner determines that it is in the best interest of
the Partnership to sell additional Interests, each of the then Limited Partners
shall have the right, but not the obligation, to purchase the additional
Interests.

            (i) The Managing Partner shall deliver notice (the "Offer Notice")
to each Limited Partner of the Partnership's intent to sell additional Interests
and the purchase price of the Interests. Each Limited Partner shall have 30 days
(the "Offer Period") after the receipt of the Offer Notice to elect to purchase
its pro rata share of the Interests being offered by delivering notice of its
acceptance to the Managing Partner.

            (ii) If the existing Partners do not elect to purchase all of the
additional Interests, the Managing Partner shall deliver notice to those
Partners who elected to purchase Interests offering to those Partners the right
to purchase the remainder of the Interests. A Partner shall have 15 days to
elect to purchase the unsold Interests. A Partner electing to purchase pursuant
to Section 3.01(d)(iii) shall be obligated to purchase that portion of the
unsold Interests equal to such Partners Percentage Interest over the aggregate
Percentage Interests of those Partners electing to purchase pursuant to this
Section 3.01(d)(iii).

            (iii) Any Interests not subscribed to by the Limited Partners may be
offered to other persons by the Managing Partner, subject to the provisions of
Section 3.01(a)(xiv).

      Section 3.02. Major Decisions. Notwithstanding any other provision of this
Agreement, each of the actions described below (a "Major Decision") must be
approved by:

      (a) all of the General Partners and the specified percentage of Percentage
Interests of the Limited Partners:

            (i) amendment of this Agreement -- two thirds;

            (ii) selection of a new Managing Partner -- majority;

            (iii) amendments to the Recognition and Retention Plan described in
Section 3.07(b) -- two thirds; and

            (iv) admission of a General Partner or of a Partner or Partners with
rights, powers, liabilities and/or obligations different from other Partners --
two-thirds;


                                       14
<PAGE>

            (v) contribute a portion of the Property, not to exceed 200 acres
per project, to an entity for development, provided that as a result of the
contribution, the Partnership shall incur no financial risk other than the loss
of the acreage contributed -- two-thirds; and

            (vi) a merger by the Partnership with or into another entity -- two
thirds; and

      (b) two-thirds of the Percentage Interest of all Partners for removal of
the Managing Partner.

      Before a Major Decision may be made, the Managing Partner shall send to
each Partner a written notice ("the Major Decision Notice") with such
information as the Managing Partner deems appropriate. Each Partner that fails
to give notice to the Managing Partner that the Partner disapproves of a
proposed Major Decision within forty-five days following the date on which the
Managing Partner sent the Major Decision Notice shall be deemed to have approved
such proposed Major Decision. All votes pursuant to this Section 3.02 must be
cast in writing (including by facsimile transmission), unless a Partner is
deemed to have approved a Major Decision in the manner described in the
preceding sentence.

      Section 3.03. Tax Matters Partner; Tax Elections.

      (a) The Managing Partner shall be the "tax matters partner" (as that term
is used in the Code) of the Partnership. The tax matters partner shall

            (i) cause to be prepared and shall sign all tax returns of the
Partnership,

            (ii) monitor any governmental tax authority in any audit that such
authority may conduct of the Partnership's books and records or other documents
of which the tax matters partner is aware,

            (iii) give Notice to all Partners as follows:

                  (I) within 30 days after it receives notice from the IRS of
            any administrative proceeding with respect to an examination of, or
            a proposed adjustment to, any item of income, gain, loss, deduction
            or credit of the Partnership,

                  (II) from time to time, of the current status of such
            administrative proceeding,

                  (III) within 30 days of the final outcome of such
            administrative proceeding, as to such outcome, and

                  (IV) at least five days prior to submitting a request for
            administrative adjustment on behalf of the Partnership,

            (iv) promptly send to each Partner a copy of all nonministerial
      notices or communications received by the Partnership from, or sent by the
      Partnership to, the IRS, and


                                       15
<PAGE>

            (v) take all other action to be taken by it as contemplated in
      sections 6221 through 6232 of the Code.

      The Partnership will reimburse the tax matters partner for all expenses
      reasonably incurred by it (including reasonable overhead expenses) in
      connection with any administrative or judicial proceeding with respect to
      the tax liabilities of the Partners which relate to the Partnership.

      (b) At the request of any Partner, the Partnership shall make an election
to adjust its basis in its assets pursuant to section 754 of the Code. The
Partner making such request shall pay to the Partnership, within ten days after
demand therefor by the Managing Partner, all costs and expenses paid or incurred
by the Partnership as a result of the making of such election.

      (c) The Partnership shall make an election to amortize its organizational
expenditures pursuant to section 709 of the Code, and to amortize any "start-up"
expenditures pursuant to section 195 of the Code.

      Section 3.04. Contracts with Partners and Affiliates. The Managing Partner
may cause the Partnership to enter into contracts and agreements with Partners
and Affiliates of Partners if it in good faith determines that to do so is
necessary, appropriate or convenient for the Partnership; provided, however,
that the Managing Partner shall not knowingly permit the Partnership to enter
into such a contract or agreement unless the Managing Partner in good faith
determines that the compensation to be paid to such Partner or Affiliate
pursuant thereto (or the formula or other method by which such compensation is
to be determined) is reasonable under the circumstances. The Managing Partner is
specifically authorized to cause the Partnership to (i) engage James Callery as
the chief operating officer of the Partnership, with compensation to be paid by
the Partnership to him in such amount (or determined by such formula or other
method) as the Managing Partner deems reasonable under the circumstances, and
(ii) reimburse each Partner for such of the actual expenses the Managing Partner
shall determine were incurred and paid by the Managing Partner on behalf of the
Partnership in good faith to promote the Partnership's best interests or the
interests of all of its Partners.

      Section 3.05. Resignation or other Termination of Managing Partner.

      (a) The Managing Partner may resign from the performance of all of its
functions and duties as such hereunder at any time upon giving 30 days' advance
Notice of such resignation to each of the General Partners. Upon such
resignation, or in the event of the death, disability, withdrawal or removal
pursuant to Section 3.02(b) of the Managing Partner, the Interest of the
resigning or otherwise terminated Managing Partner shall remain that of a
General Partner, and the Partners shall elect a new Managing Partner from among
the General Partners in the manner set forth in Section 3.02(a). If there is no
remaining General Partner, the Limited Partner shall admit one or more new
General Partners pursuant to Section 3.02(a).

      (b) If James Callery ceases to be the majority shareholder of the general
partner of the CJG Management, it shall constitute a removal of CJG Management
as the Managing Partner unless


                                       16
<PAGE>

all of the General Partners and a majority of the Limited Partners determine
pursuant to the procedures in Section 3.02 that CJG Management shall remain as
the Managing Partner.

      Section 3.06. Other Businesses. No Partner shall be prohibited from
owning, operating or investing in, either directly or indirectly, any real
property or any interest therein, either in the State of Florida or elsewhere,
or from engaging or possessing an interest in any citrus or related or unrelated
businesses of any nature or description, independently or with others, whether
or not in competition with the Partnership in any of such cases, and the other
Partners shall not have any rights by virtue of this Agreement in respect of
such property or other businesses, or the income or profits derived therefrom.
Each Partner shall be free to fully and aggressively pursue all of its other
business interests.

      Section 3.07. Recognition and Retention Plan.

      (a) Not later than 120 days after the end of each fiscal year, the
Partnership shall distribute the Incentive Bonus to those employees of the
Partnership, former employees and former general partners (or any combination
thereof) ("Distributees") as determined by the Managing Partner pursuant to the
Recognition and Retention Plan. The aggregate distributions to the Distributees
shall equal not less than 85% of the Incentive Bonus. That portion of the
Incentive Bonus that is not distributed to the Distributees shall revert to the
Partnership. If the Partnership does not have sufficient cash to pay the
Incentive Bonus for a fiscal year, then the amount unpaid shall accrue and shall
be paid in the next succeeding year.

      (b) The Managing Partner shall have the right to make amendments to the
Recognition and Retention Plan, provided, that the Managing Partner shall not
amend the Recognition and Retention Plan with respect to the following matter,
except with the consent of the Limited Partners, as defined in Section 3.02:

            (i) an increase in the percentage of the profits of the Partnership
constituting the Incentive Bonus to an amount in excess of 5%; or

            (ii) an increase of the percentage of the Incentive Bonus payable to
the Managing Partner and its Affiliates if as a result of the increase, more
than 20% of the Incentive Bonus would be paid to the Managing Partner and its
Affiliates.

      Section 3.08. Net Worth Maintenance. The Managing Partner shall at all
times maintain a net worth of at least $10,000.


                                       17
<PAGE>

                                   ARTICLE IV

                           Books; Budgets; Fiscal Year

      Section 4.01. Administrative Services; Books; Records and Reports.

      (a) The Managing Partner shall cause to be performed all general and
administrative services on behalf of the Partnership in order to assure that
complete and accurate books and records of the Partnership continue to be
maintained at the Partnership's principal place of business showing the names,
addresses and Interests of each of the Partners, all receipts and expenditures,
assets and liabilities, profits and losses, and all other records necessary for
recording the Partnership's business and affairs, including a capital account
for each Partner (a "Capital Account") which consists of the amount or value of
the Capital Contributions made by such Partner and the allocations to such
Partner of Partnership items of income, gains, losses and deductions (pursuant
to Section 2.03(b) and predecessor provisions of prior limited partnership
agreements of the Partnership) and distributions (pursuant to Sections 5.01 and
7.03 and predecessor provisions of prior limited partnership agreements of the
Partnership), as adjusted by any and all adjustments required to be made in
order to maintain Capital Account balances in compliance with Treasury
Regulation Section 1.704-1(b). Notwithstanding the preceding sentence, the books
of the Partnership shall continue to be kept on the accrual basis method of
accounting in accordance with GAAP, consistently applied for financial
accounting purposes, and the books and records shall be open to inspection and
examination by each Partner and its representatives at all reasonable times. In
the event of a Transfer of an Interest, the successor to the transferring
Partner shall succeed to the transferring Partner's Capital Account as of the
date of the Transfer. For purposes of the preceding sentence, all income, gain,
loss and deductions allocable pursuant to this Agreement for a Fiscal Year with
respect to any Interest that may have been the subject of a Transfer during such
Fiscal Year shall be allocable between the transferor and transferee based upon
the number of days that each was recognized by the Partnership as the owner of
such Interest, without regard to the results of Partnership operations during
the particular days of such Fiscal Year.

      (b) The books of the Partnership shall be audited annually by a nationally
recognized firm of Certified Public Accountants and the Managing Partner shall
cause to be prepared, in accordance with sound accounting practice, and
delivered to all Partners, at the expense of the Partnership:

            (i) on or before the 60th day after the end of each Fiscal Year, a
      copy of the Partnership's financial statements, tax returns and Schedule
      K-1 for such Partner with respect to such Fiscal Year, together with such
      information with respect to the Partnership as may be required to enable
      each Partner properly to complete its Federal income tax return, any
      required income tax return of any state and any other reporting or filing
      requirement imposed by any governmental authority relating to the income
      or activities of the Partnership; and

            (ii) from time to time and with reasonable promptness, such further
      information available to the Managing Partner in respect of the business,
      affairs and financial condition of the Partnership as any Partner
      reasonably may request.


                                       18
<PAGE>

      (c) The Managing Partner shall cause an independent appraiser to prepare,
as of December 31 of each calendar year prior to the termination of the
Partnership and as of the date of such termination, an appraisal of all of the
Partnership's real property, equipment and other assets. Such appraisal shall
(i) set forth the appraiser's opinion of the aggregate value as of such date of
all of such assets, and (ii) allocate such aggregate value among the real
property, equipment, other tangible assets (other than fruit), fruit, intangible
assets, and other asset categories from time to time required by the Managing
Partner.

      Section 4.02. Fiscal Year. The fiscal year of the Partnership shall be the
calendar year.

      Section 4.03. Bank Accounts. The Managing Partner shall cause the
Partnership to maintain one or more bank accounts in banks of recognized
standing, which bank accounts shall include a checking account, and into which
bank accounts shall be deposited all funds of the Partnership (other than petty
cash) not otherwise applied.

                                    ARTICLE V

                                  Distributions

      Section 5.01. Payment of Expenses. Prior to making any Distributions to
the Partners, the Managing Partner shall pay or make provision for all expenses
of the Partnership, including but not limited to the payment of the salaries of
all employees of the Partnership, all payments to which employees are entitled
to receive under the Recognition and Retention Plan.

      Section 5.02. Distributions. Except as provided in Section 7.03,
Distributable Funds shall be distributed to the Partners as follows:

      (a) Except as provided in clause (b) below, after payment of all expenses
as provided in Section 5.01, distributions of Distributable Funds shall be made
to the Partners in proportion to their Percentage Interests.

      (b) If the Partnership has been dissolved pursuant to Article VII, and if
no election to continue the business of the Partnership has been made pursuant
to Section 7.02, the Distributable Funds of the Partnership shall be distributed
in accordance with Section 7.03.

      Section 5.03. Restoration of Funds. Except as otherwise required by this
Agreement or by law, no Partner shall be required to restore to the Partnership
any funds distributed to it pursuant to Section 5.02.


                                       19
<PAGE>

                                   ARTICLE VI

                       Transfers of Partnership Interests

      Section 6.01. Prohibition on Transfers. No Transfer of an Interest may be
made without the consent, in writing and in the sole discretion, of the Managing
Partner, and then only if in compliance with this Article VI.

      Section 6.02. Sale to a Specific Person. If a Partner wishes to sell its
Interest or any part thereof to a specific Person other than pursuant to Section
6.05 (provided, that the Partner may sell a portion of its Interest only if (i)
the portion to be sold is equal to or exceeds a Percentage Interest of 1%, and
(ii) the Partner will hold after the sale a Percentage Interest equal to or more
than .5%):

      (a) the Partner desiring to make such sale (the "Seller") shall give the
Managing Partner not less than 60 days' prior written Notice of its intention to
make such sale, which Notice shall specify the Interest proposed to be conveyed,
the identity of the Person to which such sale is proposed to be made
(the"Buyer"), and the price and other terms of the proposed sale; and

      (b) if the Managing Partner has not elected to acquire for the Partnership
such Interest on the same terms and at the same price as specified in such
notice, and which election is made in writing transmitted not more than 30 days
after receipt of the Notice from Seller; and

      (c) if the Managing Partner, in its sole discretion, shall have consented
in writing, transmitted not more than 30 days after receipt of notice from
Seller, to the contemplated Transfer; then

      (d) Seller may sell its such Interest to the Buyer at the specified price
and upon the specified terms, but only if:

            (i) the Buyer shall execute and deliver to the Managing Partner a
      document satisfactory to the Managing Partner in all respects pursuant to
      which the Buyer covenants to be bound by all of the terms and conditions
      of this Agreement; and

            (ii) the Seller shall deliver to the Managing Partner, if requested
      by the Managing Partner so to do, an opinion of the Seller's counsel
      (reasonably satisfactory to counsel to the Partnership) or Seller shall
      reimburse the Partnership for and opinion of counsel to the Partnership to
      the effect that the contemplated sale, if consummated, will not:

                  (I) result in a violation of the Securities Act of 1933 or any
            other applicable federal or state law or the order of any court or
            other tribunal having jurisdiction over the Partnership or any of
            its assets; or

                  (II) be a breach or violation of, or an event of default
            under, or give rise to a right to accelerate any indebtedness of the
            Partnership under, any contract, instrument or agreement to which
            the Partnership is a party or by which it or any of its property is
            or may be bound; or


                                       20
<PAGE>

                  (III) result in, or create a prohibited transaction under, or
            cause the Partnership to become a "party in interest" as defined in
            Section 3(14) of, ERISA, or otherwise result in the holder of an
            Interest or the assets of the Partnership being subject to the
            provisions of ERISA; or

                  (IV) result, directly or indirectly, in the termination of the
            Partnership under Section 708 of the Code; or

                  (V) cause the classification of the Partnership as a
            partnership for purposes of the Code to be lost, jeopardized or
            otherwise adversely affected;

            and

            (iii) the Seller and the Buyer shall deliver such additional
      documents, instruments and agreements as reasonably shall have been
      required by the Managing Partner in connection with the sale; and

            (iv) the Seller or the Buyer shall pay to the Partnership all costs,
      expenses and liabilities incurred by the Partnership in connection with
      such sale, and each of them shall have indemnified the Partnership (in a
      manner reasonably satisfactory to the Managing Partner) for any such
      costs, expenses and liabilities that may be incurred by the Partnership as
      a result of or in connection with such sale.

      Section 6.03. Violative Transfers. If a Partner attempts to make a
Transfer in violation of this Article VI, the attempted transfer shall be void
ab initio, and the Partner attempting to make such Transfer shall be liable to
the Partnership for all damages that the Partnership sustains as a result of
such attempted Transfer.

      Section 6.04. Acquisitions of Interests by Partnership or Managing
Partner. Notwithstanding anything to the contrary contained in this Article VI,
the Partnership or the Managing Partner may offer to acquire or redeem, and may
acquire or redeem, the Interests of one or more of the Partners upon mutually
acceptable terms and conditions without first complying with any of the terms or
conditions set forth in the foregoing provisions of this Article VI.

      Section 6.05. Transfers to Related Parties.

      (a) A Limited Partner's Interest may be transferred without the consent of
the Managing Partner upon the following events, subject to the provisions of
Section 6.05(c):

            (i)   the death of an individual Limited Partner;

            (ii)  the termination of a trust that is a Limited Partner, or

            (iii) the dissolution or reorganization of a partnership or
corporation that is a Limited Partner.


                                       21
<PAGE>

      (b) A transferee pursuant to this Section 6.05 shall comply with the
provisions of Section 6.02(d) hereof.

      (c) If a transfer pursuant to this Section 6.05 would result in a Limited
Partner's holding a Percentage Interest of less than .21875%, the Partnership
shall have the right, but not the obligation, to redeem the Limited Partner's
Interest. A Limited Partner or his personal representative (if the Limited
Partner is deceased) seeking to make a Transfer described in this Section
6.05(c) shall deliver Notice of the proposed Transfer to the Managing Partner.
The Managing Partner shall have 30 days to elect to exercise the option granted
in this Section 6.05(c) by delivering Notice of exercise to the Limited Partner.
The closing of the purchase shall be 30 days after the delivery of the notice of
election. The purchase price for the Interest shall be an amount equal to (x)
80% of (i) the aggregate value of the Partnership's assets determined pursuant
to Section 4.01(c) minus (ii) the aggregate liabilities of the Partnership as of
the appraisal date, (y) multiplied by the Percentage Interest.

                                   ARTICLE VII

                           Dissolution and Liquidation

      Section 7.01. Dissolution. Notwithstanding Section 9.01, the Partnership
shall be dissolved upon the first to occur of the following:

      (a) October 14, 2019;

      (b) The sale, transfer or other disposition of all or substantially all of
the assets of the Partnership;

      (c) The acquisition by a Partner of all of the Interests of the other
Partners;

      (d) The death, legal disability, dissolution, bankruptcy or insolvency of
a General Partner or an assignment by a General Partner for the benefit of its
creditors (any such Partner is referred to herein as a "Withdrawing Partner");
or

      (e) The agreement so to do by two-thirds in Interest of the Partners.

      Section 7.02. Election to Continue the Business. Upon dissolution of the
Partnership pursuant to Section 7.01(d) the remaining Partners, by the
affirmative vote of Partners holding more than the Majority-in-Interest of the
Interests of all Partners (excluding for this purpose the Interest of the
Withdrawing Partner) may elect to reconstitute the Partnership. If they so
elect, the reconstituted Partnership shall continue the Partnership business,
and either (i) the Partnership, or at their option the remaining Partners in
such proportions as they shall agree, shall acquire the Interest of the
Withdrawing Partner as provided in this Section 7.02, or (ii) if neither the
Partnership nor the remaining Partners elects to acquire the Interest of the
Withdrawing Partner, such Interest shall be converted to that of a Limited
Partner under this Agreement. If the Partnership or the remaining Partners do
elect to acquire the Interest of the Withdrawing Partner as provided in this


                                       22
<PAGE>

Section 7.02, then, within 30 days of the event described in Section 7.01(d),
the Partnership shall, in good faith, appoint an appraiser to appraise the
Interest of the Withdrawing Partner and advise such Withdrawing Partner of such
appointment. The appraiser so selected shall be qualified in accordance with
applicable M.A.I. standards by education, experience and training to appraise
the assets and liabilities of the Partnership. The cost of the appraisal shall
be borne by the Partnership as constituted before the dissolution The appraiser,
within 90 days after being so appointed, shall submit to all Partners a written
report and appraisal stating therein its opinion as to the value of the Interest
of the Withdrawing Partner as of the date of the event described in Section
7.01(d) for the purposes of an all cash sale subject to existing liabilities and
encumbrances. At a closing to be held within 90 days following receipt of the
appraisal, the Partnership or the remaining Partners, as the case may be, shall
purchase, and the Withdrawing Partner shall sell, the Interest of the
Withdrawing Partner in exchange for payment of the cash price set forth in the
appraisal.

      Section 7.03. Winding up Affairs and Distribution of Assets. Upon
dissolution of the Partnership (except dissolution pursuant to Section 7.01(c)),
and in the absence of an election to continue the business of the Partnership
pursuant to Section 7.02, the Managing Partner or, if none, a liquidating agent
selected by vote of a Majority-In-Interest of the Partners (the "Liquidator")
shall proceed to wind up the affairs of the Partnership, liquidate the remaining
property and assets of the Partnership and terminate the Partnership. The
proceeds of such liquidation (and the assets and property of the Partnership
that the Managing Partner or Liquidator determines to be not readily susceptible
to liquidation at a reasonable price) shall be applied in the following order of
priority: (a) first, to the expenses of such liquidation; (b) second, to the
debts and liabilities of the Partnership to third parties (including Partners
and Affiliates of Partners), if any, in the order of priority provided by law;
(c) third, a reasonable reserve shall be set up to provide for any contingent or
unforeseen liabilities or obligations of the Partnership to such third parties
(to be held and disbursed, at the discretion of the Partners, by an escrow agent
selected by them) and at the expiration of such period as the Partners may deem
advisable, the balance shall be distributed as provided in clause (d) hereof;
and (d) fourth, to each of the Partners in proportion to the positive balances
in their Capital Accounts (as adjusted to reflect the allocation of gain and
loss from the liquidation of Partnership assets and distributions to the
Partners pursuant to Section 7.02(d), above), until the balances in each of such
Capital Accounts has been reduced to zero.

      Section 7.04. Distribution in Kind. If any asset of the Partnership is to
be distributed in kind, such asset shall be valued to determine the amount of
Net Profits or Net Losses that would result if such asset were to be sold at its
fair market value, and such Net Profits or Net Losses shall be allocated to the
Capital Accounts in accordance with Section 7.03.

                                  ARTICLE VIII

                          Indemnification; Exculpation

      Section 8.01. Indemnification.

      (a) The Partnership agrees to indemnify and advance expenses to each
Person to the full extent permitted by New York law, including indemnification
for, and advancement of expenses


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<PAGE>

with regard to, derivative actions and actions to which such Person is made a
party that are brought in the right of the Partnership to procure a judgment in
its favor by reason of the fact that such Person or his testator or intestate
(if the person is a natural person) is or was a General Partner in the
Partnership; provided, however, that the indemnity provided by this Section 8.01
shall not apply to such acts as to which a judgment or final adjudication
adverse to the General Partner (or his testator or intestate if the General
Partner is a natural person) establishes that such acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he (or his testator or intestate,
if the person is a natural person) personally gained in fact a financial profit
or other advantage to which he was not legally entitled.

      (b) Each of the General Partners of the Partnership is hereby authorized
and empowered to (i) perform and do all other acts or things, (ii) execute and
deliver or file all other documents, agreements and papers, (iii) pay all
expenses, and (iv) take all further actions as in the General Partner's opinion
may be necessary or desirable in order to carry out the purposes and intent of
this Section 8.01.

      Section 8.02. Exculpation. Except in the case of active and deliberate
fraud, willful misconduct or bad faith on the part of a Partner, the doing of
any act or the failure to do any act by a Partner, its constituent partners, its
officers, directors or shareholders, or its or their Affiliates, the effect of
which may be to cause or result in loss, cost, damage or expense to the
Partnership or another Partner, if done or omitted pursuant to the advice of
legal counsel or done or omitted in good faith in an attempt to promote the best
interests of the Partnership, shall not subject such Partner or its heirs,
administrators, executors, successors and assigns, nor its principals, officers,
directors, trustees, constituent partners, shareholders, Affilliates or other
owners or representatives to any liability, and such Partner is hereby
exculpated from liability from any such act or failure to act.

                                   ARTICLE IX

                                   Continuity

      Section 9.01. Continuity. In the event of the withdrawal of a Partner or
the admission of a new Partner pursuant hereto, and subject to Section 7.01, the
business of the Partnership shall not be terminated, but the other Partners
shall continue the business of the Partnership and this Agreement shall continue
in full force and effect.

                                   ARTICLE 10

                                  Miscellaneous

      Section 10.01. Notices.

      (a) All notices, consents, calls, approvals, designations, reports,
requests, waivers, elections and other communications (collectively, "Notices")
authorized or required to be given pursuant to this Agreement shall be given in
writing and (i) personally served on the Partner (or a


                                       24
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general partner or an officer of the Partner) to whom it is given, or (ii)
mailed by registered or certified mail, postage prepaid, or (iii) sent by
facsimile transmission, with electronic confirmation of complete transmission
received by the sender, in each case addressed as follows:

                  If to the General Partner:

                  c/o Callery-Judge Grove
                  P. O.Box 10
                  Loxahatchee, Florida 33470-0810

                  If to a Limited Partner, at the address set forth in the books
and records of the Partnership.

      (b) All Notices shall be deemed given when delivered or, if mailed as
provided in Section 10.01 (a), on the second day after the day of mailing or, if
sent by facsimile transmission as provided in Section 10.01(a), at the time of
confirmation of transmission. Any Partner may change his address for the receipt
of Notices at any time by giving Notice thereof to the Managing Partner.

      Section 10.02. Entire Agreement. This Agreement supersedes all prior
agreements and understandings among the Partners with respect to the subject
matter hereof.

      Section 10.03. Modification. No change or modification of this Agreement
shall be of any force unless such change or modification is in writing and has
been signed by a sufficient number of Partners as required elsewhere by this
Agreement. See Sec. 302.

      Section 10.04. Waivers. No waiver of any breach of any of the terms of
this Agreement shall be effective unless such waiver is in writing and signed by
the Partner against whom such waiver is claimed. No waiver of any breach shall
be deemed a waiver of any other or subsequent breach.

      Section 10.05. Severability. If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      Section 10.06. Further Assurances. Each Partner shall execute such deeds,
assignments, endorsements, and other instruments and documents and shall give
such further assurances as shall be necessary to perform its obligations
hereunder.

      Section 10.07. Investment and ERISA Representations.

      (a) Each Partner represents and warrants that its Interest has been
acquired under this Agreement for its own account, for investment, and not with
a view to, or for sale in connection with, any distribution thereof nor with any
present intention of distributing or selling such Interest, and that it will not
Transfer, or attempt to Transfer, its Interest in violation of the Securities
Act of 1933 or any other applicable federal or state law.


                                       25
<PAGE>

      (b) Each Partner represents and warrants that (i) it is not acquiring its
Interest with funds of a pension plan subject to ERISA, and (ii) its acquisition
of its Interest does not and will not result in or create a prohibited
transaction under, or result in the Partnership becoming a "party in interest"
as defined in Section 3(14) of, ERISA, or otherwise result in any other holder
of an Interest or the assets of the Partnership being subject to such statute.

      Section 10.08. Amendment of Certificate of Limited Partnership. The
Certificate of Limited Partnership of the Partnership may be amended or
supplemented by the Managing Partner without the prior agreement of the other
Partners whenever permitted by law.

      Section 10.09. Governing Law. This Agreement shall be governed by and be
construed in accordance with the internal laws of the State and without
reference to any conflict of law or choice of law principles of the State that
might apply the substantive law of another jurisdiction.

      Section 10.10. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

      Section 10.11. Limitation on Rights of Others. No Person other than a
Partner is, nor is it intended that any such other Person be treated as, a
direct, indirect, intended or incidental third party beneficiary of this
Agreement for any purpose whatsoever, nor shall any other Person have any legal
or equitable right, remedy or claim under or in respect of this Agreement.

      Section 10.12. Construction; Gender; Number. This Agreement has been fully
negotiated by the parties hereto and shall be construed and interpreted as if
prepared by all the parties jointly, rather than by one or more, but less than
all, of them. Any rule of construction to the effect that any ambiguity shall be
interpreted in the manner least favorable to the drafting party shall not apply
to this Agreement. As used in this Agreement, the masculine, feminine or neuter
gender, and the singular or plural number, shall be deemed to be or include the
other genders or number, as the case may be, whenever the context so indicates
or requires.

      Section 10.13. Remedies Not Exclusive. Whenever the Partnership or any
Partner exercises one or more of the remedies provided for herein, such exercise
shall not preclude the exercise of any one or more remedies otherwise available
to it hereunder (unless this Agreement expressly provides otherwise), under
contract, at law, in equity or otherwise.

      Section 10.14. Power of Attorney.

      (a) Each Partner constitutes and appoints the Managing Partner its true
and lawfUl attorney with full power of substitution and resubstitution to make,
execute, sign, acknowledge and file amendments and modifications to the
Certificate of Limited Partnership for the Partnership and/or other certificates
related thereto, and upon the Partnership's termination, certificates of
dissolution and termination of the Partnership, and also to make, execute, sign,
acknowledge and file such other certificates and statements as may be required
by law or as deemed by the Managing Partner to be in the best interests of the
Partnership. The grant of a power of attorney hereunder is


                                       26
<PAGE>

a special power of attorney coupled with an interest and shall survive a
Partner's disability, incompetence, death or assignment by such Partner of its
Interest pursuant to this Agreement.

      (b) No document or amendment executed by the Managing Partner pursuant to
Section 10.14(a) shall, in the absence of the prior consent of all Partners, (i)
reduce the obligations of the General Partners, (ii) affect the rights or
restrictions regarding the assignability of Interests in the Partnership by
Limited Partners, (iii) modify the term of the Partnership, (iv) amend this
Section 10.14(b), or (v) reduce the rights or interests or enlarge the
obligations of the Partners other than the General Partners.

      (c) In exercising the power of attorney granted pursuant to this Section
10.14, the Managing Partner may act on behalf of a Partner singly or on behalf
of all or any group of Partners collectively to the extent permitted by law.

      (d) The Managing Partner shall promptly notify all Partners of any
documents or amendments executed pursuant to this Section 10.14.

      Section 10.15. Attorneys and Other Consultants. Notwithstanding anything
to the contrary contained herein, each of the Partners acknowledges that all
attorneys and other consultants retained by the Partnership also may have been
and may be engaged by one or more of the Partners as their attorneys and other
consultants, respectively. Each of the Partners hereby waives any claim of
conflict-of-interest that the Partner otherwise might have as a result of such
engagement. In addition, each of the Partners hereby approves the engagement of
such attorneys and consultants by one or more of the Partners individually, and
cessation of representation and other business arrangements with the Partnership
by such attorneys and other consultants if any circumstances arrives in which,
in the opinion of any Partner for whom such attorneys or consultants has been
engaged, it would be inappropriate for such attorneys or consultants, as the
case may be, to represent or otherwise act for both the Partnership and such
Partner.

      Section 10.16. Costs of Litigation. If any litigation, arbitration,
mediation, reference or other proceeding to resolve a dispute among two or more
Partners arising out of this Agreement, the interpretation or enforcement
hereof, or the transactions contemplated hereby, is commenced and a judgment
therein is rendered by a court, an arbitrator, a mediator or any other person or
entity having requisite jurisdiction, the prevailing parties in such dispute
shall be entitled to reimbursement from the other parties thereto of all costs
of such proceedings, and the tribunal shall award such costs (including, without
limitation, attorneys' fees and disbursements, court costs and costs of the
arbitrator or mediator, as applicable at trial and on appeal) to the prevailing
parties, which award shall not be computed in accordance with any schedule, but
shall be in an amount necessary to fully reimburse the prevailing parties for
all costs actually incurred by them in good faith, regardless of the size of the
judgment or award.


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<PAGE>

      Section 10.17. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Partners and their respective successors
and permitted assigns.

      IN WITNESS WHEREOF, the Partners have duly executed this Agreement as of
the day and year first above written.

                                              GENERAL PARTNER
                                              CJG Management, Ltd.

                                              By: Managed Citrus, Inc.
                                                  Its General Partner

                                              By: /s/ James Callery
                                                 ------------------------
                                                 James Callery, President


                                              LIMITED PARTNER

Dated:
      ---------------                         ------------------------------

                                              ------------------------------
                                             (Signature)

                                              ------------------------------
                                              Printed Name. (If signing in a
                                              representative capacity, please
                                              sign as such and show the
                                              person/entity for whom you are
                                              signing.)

WPB/38996

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