SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1996     Commission File Number 2-95219



                INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
        (Exact name of small business issuer as specified in its charter)



        Massachusetts                            04-2859087
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X      NO

<PAGE>

    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                             STATEMENT OF OPERATIONS
                              (UNAUDITED) (NOTE 1)



PART I - FINANCIAL INFORMATION
<TABLE>

                                                                            THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                               SEPTEMBER 30,                    SEPTEMBER 30,
                                                                         1996             1995               1996            1995


<S>                                                                <C>              <C>                  <C>             <C>
Fruit Sales                                                        $      -         $     -              $ 707,598       $4,008,318
         Less - Harvesting expenses                                       -               -                155,541        1,038,772
             Net Fruit Sales                                              -               -                552,057         2,969,546


         Cost of Fruit Sales                                              -               -                257,840         1,769,115
             Operating Margin                                             -               -                294,217        1,200,431

Other Revenues:
         Interest income                                                  -              50,609             28,919          126,261

Other Expenses:
         Interest expense (Note 3)                                     161,315        1,018,984            858,496        2,315,461
         Grove management fees                                          13,099           49,416             78,908          150,316
         Partnership management fees                                      -             102,105             84,000          252,105
         Real estate taxes                                              88,864           16,314            122,929           48,943
         Amortization                                                     -              11,416              4,692           34,248
         Building depreciation                                            -               2,095               -               6,285
         General Administrative                                           -               5,367             53,291           39,829
                                                                       263,278        1,205,697          1,202,316        2,847,187
Earnings before reorganization items                                  (263,278)      (1,155,088)          (879,180)      (1,520,495)

Reorganization items:
         Net fruit sales                                                18,561            -              2,203,183            -
         Cost of sales                                                     -              -             (1,379,966)           -
         Grove management fees                                         (41,072)           -                (82,144)           -
         Partnership management fees                                   (84,000)           -               (168,000)           -
         General and administrative                                    (13,164)           -                (65,248)           -
         Interest earned on accumulated cash                            35,105            -                 63,687            -
                                                                       (84,570)           -                571,512            -

Net Income/(Loss)                                                   $ (347,848)     $(1,155,088)        $ (307,668)     $(1,520,495)
Net Income/(Loss)
  allocated to General Partner              $                          (34,785)     $  (115,509)        $  (30,767)     $  (152,050)
Net Income/(Loss)
  allocated to Limited Partners             $                         (313,063)     $(1,039,579)        $ (276,901)     $(1,368,445)

Net Income (Loss) per Unit of Limited
         Partnership Interest                                       $   (20.20)     $    (67.07)        $   (17.86)      $  ( 88.29)
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                                 BALANCE SHEETS
                                     ASSETS
                                    (NOTE 1)



<TABLE>

                                                                        September 30,                December 31,
                                                                            1996                         1995
                                                                        (Unaudited)                    (Audited)

Current Assets:
<S>                                                                        <C>                       <C>        
    Cash and cash equivalents.........................................     $ 4,157,130               $ 2,676,875
    Accounts receivable...............................................          18,561                   329,413
    Inventory.........................................................       1,575,903                 1,792,035
    Other assets......................................................          22,529                    64,660
                                                                           $ 5,774,123               $ 4,862,983
Property, net.........................................................      17,898,676                18,401,799
Deferred financing costs.............................................            -                         4,692
                                                                           $23,672,799               $23,269,474


                        LIABILITIES AND PARTNERS' CAPITAL


Liabilities Not Subject to Compromise:
  Current Liabilities:
    Accounts payable-trade ...........................................     $     3,762               $    33,179
    Other liabilities.................................................         122,929                   150,331
        Total Current Liabilities ....................................         126,691                   183,510
    Notes payable.....................................................           -                    22,869,735
    Accrued interest..................................................           -                       767,970
Liabilities Subject to Compromise (Note 4)............................      24,405,517                     -
                                                                            24,532,208                23,821,215
Partners' Capital:
    Limited Partners, $1,000 stated value per
       Unit; 15,500 Units authorized, issued
       and outstanding................................................         377,137                   654,038
    General Partner...................................................      (1,236,546)               (1,205,779)
                                                                           $23,672,799               $23,269,474
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>




    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                            STATEMENTS OF CASH FLOWS
                              (UNAUDITED) (NOTE 1)


<TABLE>

                                                                              NINE MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                             1996                      1995

Cash Flows From Operating Activities:
<S>                                                                        <C>                       <C>        
    Cash received from customers......................................     $   673,758               $ 4,107,420
    Cash paid to suppliers............................................      (  252,630)               (2,385,609)
    Interest received.................................................          28,919                   126,261
    Interest paid.....................................................      (  149,556)              ( 1,623,500)
    Net cash provided by operating activities.....................
      before reorganization items.....................................         300,491                   224,572

Operating cash flows from reorganization items:
    Cash received from customers during
         reorganization...............................................       3,205,911                     -
    Interest received on cash accumulated because
         of the Chapter 11 proceeding.................................          63,687                     -
    Cash paid to suppliers during reorganization..........                  (1,889,834)                    -
    Interest paid during reorganization...............................        (200,000)                    -
    Net cash provided by reorganization items.........................       1,179,764                     -
    Net cash provided by operating activities.........................       1,480,255                   224,572

Cash Flows From Investing Activities:
    Capital expenditures..............................................           -                       (12,353)
    Net cash used in investing activities.............................           -                       (12,353)

Net Increase in Cash and Cash
    Equivalents.......................................................       1,480,255                   212,219

Cash and Cash Equivalents at Beginning
    of Period.........................................................       2,676,875                 3,124,628

Cash and Cash Equivalents at End of Period............................     $ 4,157,130               $ 3,336,847
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                              (UNAUDITED) (NOTE 1)



Reconciliation of net loss to net cash provided by operating activities:

<TABLE>

                                                                              NINE MONTHS ENDED
                                                                                 SEPTEMBER 30,
                                                                             1996                      1995



<S>                                                                        <C>                       <C>         
Net (Loss) Income                                                          $  (307,668)              $(1,520,495)
Adjustments to Reconcile
    Net Loss to Net Cash Provided
    (Used) By Operating Activities:
         Depreciation and amortization................................           4,692                     40,533
         Decrease (Increase) in:
              Accounts receivable.....................................         310,852                    99,102
              Inventory...............................................         216,132                   (17,109)
              Other assets............................................          42,131                    16,677
         Increase (Decrease) in:
              Accrued interest........................................         508,941                   331,962
              Accounts payable and other liabilities.....                      (56,819)                  413,964
              Postpetition payables and
                other liabilities.....................................         258,871                     -
         Depreciation capitalized to inventory........................         503,123                   499,938
         Accrued interest on refinanced
           long-term debt.............................................           -                       360,000
Net Cash Provided by Operating Activities.............................     $ 1,480,255               $   224,572

</TABLE>





Disclosure of accounting policy:

For purposes of the  statement of cash flows,  the company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash equivalents.


   The accompanying notes are an integral part of these financial statements.

<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (UNAUDITED) (NOTE 1)



<TABLE>

                                                            Limited          Partners            General
                                                             Units            Capital            Partner          Total



<S>                                                  <C>            <C>                <C>                  <C>         
Balance, December 31, 1995                           15,500         $  654,038         $(1,205,779)         $  (551,741)
Net Loss                                                              (276,901)            (30,767)            (307,668)
Balance, September 30, 1996                          15,500         $  377,137         $(1,236,546)         $  (859,409)





Balance, December 31, 1994                           15,500         $2,256,415       $  (1,027,737)          $1,228,678
Net Loss                                                            (1,368,445)           (152,050)          (1,520,495)
Balance, September 30, 1995                          15,500         $  887,970         $(1,179,787)          $ (291,817)


</TABLE>





   The accompanying notes are an integral part of these financial statements.

<PAGE>



    INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)

1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

         The condensed  financial  statements included herein have been prepared
         by  the  Partnership,   without  audit,   pursuant  to  the  rules  and
         regulations   of  the   Securities   and   Exchange   Commission.   The
         Partnership's  accounting  and  financial  reporting  policies  are  in
         conformity with generally  accepted  accounting  principles and include
         all  adjustments  in interim  periods  considered  necessary for a fair
         presentation  of the results of  operations.  Certain  information  and
         footnote disclosures normally included in financial statements prepared
         in accordance with generally accepted  accounting  principles have been
         condensed  or omitted  pursuant  to such rules and  regulations.  It is
         suggested  that  these  condensed  financial   statements  be  read  in
         conjunction  with  the  financial  statements  and  the  notes  thereto
         included in the Registrant's latest annual report on Form 10-K.

         The accompanying financial statements reflect the Partnership's results
         of operations for an interim period and are not necessarily  indicative
         of the results of operations for the year ending December 31, 1996.


2.       TAXABLE INCOME (LOSS)

         The Partnership's taxable loss for 1996 is expected to differ from that
         for   financial   reporting   purposes   primarily  due  to  accounting
         differences in the recognition of results of operations.


3.       INTEREST EXPENSE

         Interest expense on the Caulkins note has been accrued through March 4,
         1996,  the date of the  Chapter  11 filing.  Assuming  the same rate of
         interest as under the terms of the note,  additional  interest  expense
         for the  period  March 5, 1996  through  September  30,  1996  would be
         $1,240,503 for a nine months total of $1,618,560.


4.       LIABILITIES SUBJECT TO COMPROMISE

         Liabilities subject to compromise consist of the following:
<TABLE>

<S>                                                                                                          <C>        
      Secured debt, 8% secured by first mortgage on property                                                 $ 8,000,000
      Accrued interest on first mortgage                                                                         177,283
      Secured debt, 14.5% secured by second mortgage on property                                              14,869,735
      Accrued interest on second mortgage                                                                      1,099,628
      Trade and other miscellaneous claims                                                                       258,871
                                                                                                             $24,405,517

</TABLE>
<PAGE>



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This Item should be read in conjunction  with the financial  statements
         and other items contained elsewhere in the report.

         Liquidity and Capital Resources

         The  Partnership's  only  business is owning and operating a commercial
         citrus  grove  consisting  of  approximately  3,150  acres  of land and
         related improvements and equipment located near Stuart,  Martin County,
         Florida (the  "Grove").  The two mortgages  encumbering  the Grove were
         scheduled  to mature on  January  31,  1996.  The  first  mortgage  was
         extended to May 30, 1996. In February,  1996,  the holder of the second
         mortgage, Caulkins Citrus Company ("Caulkins"), terminated negotiations
         with the Partnership  with respect to a loan  modification,  declared a
         default and commenced foreclosure proceedings.  In addition, a receiver
         was appointed to collect revenues and take over control of the Grove.

         On March 4, 1996,  as a result of the  pending  foreclosure  proceeding
         instituted by Caulkins,  the  Partnership  filed for  protection  under
         Chapter 11 of the United States  Bankruptcy Act in the Federal District
         Court  for  the  State  of  Florida,   Southern   District   (Case  No.
         96-30843-BKC-SHF).  In  connection  with  the  bankruptcy  filing,  the
         Partnership resumed legal possession of the Grove and its accounts, and
         the receiver was removed.  The  Partnership  has  submitted its plan of
         reorganization to the Bankruptcy Court. The Partnership,  however,  was
         unable to obtain the necessary votes to have its plan of reorganization
         approved by the Court. As a result,  the Partnership  withdrew its plan
         of  reorganization  and the  Partnership's  creditors  are now  able to
         submit their own plans to the Court. There is a substantial  likelihood
         that the  Partnership  will lose the  Grove  through  foreclosure.  The
         Partnership believes that the Court will not require the Partnership to
         disgorge  all or any  portion of its cash.  There can be no  assurance,
         however,  that the Partnership  will be able to retain its cash. If the
         Grove is foreclosed upon and the Partnership is permitted to retain its
         cash, the Partnership  will be dissolved and its remaining cash,  after
         establishment  of  sufficient  reserves,  will  be  distributed  to its
         partners.

         The level of liquidity based on cash and cash equivalents experienced a
         $1,480,255  increase at September  30, 1996 as compared to December 31,
         1995.  This  increase  is  primarily  due to the fact that there was no
         payment of  mortgage  principal  made  during the first nine  months of
         1996.

         The Partnership  invests its working capital reserves in a money market
         account or  repurchase  agreements  secured by United  States  Treasury
         obligations.

          Effective  as of  June  1,  1996,  the  Partnership  entered  into  an
          agreement  with Tropicana  Products,  Inc.  ("Tropicana")  pursuant to
          which Tropicana  agreed to purchase 90% of the oranges produced by the
          Grove for a period of ten seasons beginning with the 1997/1998 season.
          This  agreement  provides for the payment to the  Partnership  for the
          oranges  of the  greater  of a floor  price and 80% of the price  then
          being paid by Tropicana on the open market. In addition,  the purchase
          price  is to be  adjusted  upward  at the  conclusion  of  each of the
          1999/2000 season, the 2002/2003 season and the 2006/2007 season to the
          greater of the three-year  weighted  average or 103% of the three-year
          weighted  average of the Florida  Citrus  Processors  Association,  an
          independent third party.


         RESULTS OF OPERATIONS

         Operating  results  improved  by  $852,827  for the nine  months  ended
         September  30,  1996 as  compared to 1995 due to a decrease in interest
         expense of $1,456,965,  which offset a decrease in the operating margin
         on fruit sales of $82,997, a decrease in interest income of $33,655 and
         an increase in other expenses of $127,486.

         Interest  expense  decreased  by  $1,456,965  because no  interest  was
         accrued  for the  Caulkins  note after  March 4, 1996,  the date of the
         Chapter 11 filing.  If  interest  expense on the note had been  accrued
         through  September  30,  1996,  there  would  have been  $1,240,503  of
         additional expense.

         The operating  margin on fruit sales  decreased by $82,997 for the nine
         months ended  September  30, 1996 as compared to 1995 due to a decrease
         in the number of boxes of fruit harvested during the 1995-96 crop year,
         562,170, compared with 740,390 for the 1994-95 crop year, a decrease of
         24%. Taking into account the timing of the harvest, the number of boxes
         harvested  during the calendar year  decreased  from 558,770 during the
         first nine months of 1995, to 449,850 for the same period of 1996. This
         decrease  was due to  adverse  weather  conditions,  and was  partially
         offset by a slight  increase in the price  received per  pound-solid of
         fruit.  The harvesting  expense per box cost remained  constant for the
         nine months  ended June 30,  1996 as compared to 1995 at  approximately
         $1.90 per box.

         The  increase  in other  expenses of $127,486  was  attributable  to an
         increase in general  and  administrative  expenses  of $78,710,  and an
         increase in real estate taxes of $73,986.  The  administrative  expense
         increase  was due  primarily  to legal and other  costs  related to the
         Chapter 11 filing. The increase in real estate tax expense was due to a
         county-wide adjustment in the valuation of groves.


<PAGE>




                           PART II - OTHER INFORMATION


         Item 6.      Exhibits and Reports on Form 8-K

         (a)     Exhibits

               10.  Fruit Purchase Agreement,  dated as of June 1, 1996, between
                    R Registrant and Tropicana Products, Inc.

               27.  Financial Data Schedule

         (b)     Reports of Form 8-K

                 No  Report on Form 8-K was  required  to be filed for the three
                 month period ended September 30, 1996.


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                          INDIAN RIVER CITRUS INVESTORS
                               LIMITED PARTNERSHIP
                                  (Registrant)



                 By: Winthrop Agricultural Management, II, Inc.
                                General Partners



                           By: /s/ Edward V. Williams
                                   Edward V. Williams
                                   Chief Financial Officer



                           By: /s/ Michael Ashner
                                   Michael Ashner
                                   Chief Executive Officer




DATED:  November 14, 1996


<PAGE>



                                  EXHIBIT INDEX



10.     Fruit Purchase Agreement, dated as of June 1, 1996,
        between Registrant and Tropicana Products, Inc.  

27.     Financial Data Schedule                          




Agreement Date:   June 1, 1996             ;    Agreement Number:  C-282-28


Agreement between INDIAN RIVER CITRUS INVESTORS LIMITED  PARTNERSHIP  ("Grower")
and Tropicana Products, Inc. ("Tropicana");

For the term of ten Season(s)  beginning with the 1997/98 Season and ending with
the end of the 2006/07 Season;

For  all  Fruit  (as  defined  herein)  from  the  following   specified  groves
("Groves"), or such other quantity as specified below:

All HAMLIN, PINEAPPLE and VALENCIA oranges produced on the Groves located on the
land identified in Exhibit A.

For further information, see attached ADDENDUM.






                            TROPICANA PRODUCTS, INC.
                            FRUIT PURCHASE AGREEMENT

      THIS  AGREEMENT,  made the date set forth on the cover page hereof between
TROPICANA PRODUCTS,  INC., a Delaware corporation having its principal office in
Bradenton,  Florida  ("Tropicana"),  and Indian River Citrus  Investors  Limited
Partnership, Grower.

                              W I T N E S S E T H:

1.    TERM:

     This  Agreement is for the Season(s) set forth on the cover page hereof.  A
Season shall be the period from September 1 through August 31 of each year.

2.    SALE:

      In  consideration  of the mutual promises  contained herein and the market
      provided by Tropicana, Grower agrees to sell to Tropicana, from the Groves
      all  early,  midseason  and  Valencia  oranges  set forth on the over page
      hereof (the "Fruit").  Early and midseason fruit are sometimes hereinafter
      referred  to  as  "Category   One  Fruit"  and   Valencias  are  sometimes
      hereinafter  referred to as "Category Two Fruit".  As reflected in Section
      6. below,  the term  "Fruit"  does not include and  Tropicana  will not be
      required to accept Ambersweets,  Temples,  Murcotts,  Tangelos,  and Navel
      Oranges.

3.    PRICING:

      The price per pound of soluble  orange juice solids  ("pound  solids") for
      Fruit  delivered  to and accepted by Tropicana in each Season shall be the
      applicable  Reference  Price, and shall be paid in accordance with Section
      4. The Reference Price for each Season shall be calculated as follows:

      A.   Tropicana shall determine the higher of:

          1.   the average  actual price paid by Tropicana  per pound solids for
               Grade A 65(degree)brix  equivalent bulk orange juice  concentrate
               for the period  beginning  December of each Season and ending the
               following  November  (each,  a  "Selling  Period"),  computed  by
               averaging  the  monthly  average of such  prices for the  Selling
               Period. The monthly average of such prices shall be calculated by
               dividing  the  aggregate  actual  prices per pound solids paid by
               Tropicana in each month by the number of  purchases  made in such
               month.  In any month in which  Tropicana  does not purchase  bulk
               orange juice concentrate,  the monthly average for such month for
               purposes  of the  foregoing  calculation  shall  be  the  monthly
               average of the near-term contract month frozen concentrate orange
               juice  futures  daily  closing  prices,  published  by the Citrus
               Associates of the New York Cotton Exchange (subject to adjustment
               as  provided  in  subparagraph  2.  below).  From the  foregoing,
               Tropicana  shall  deduct  the  industry  representative  cost  to
               convert   round   oranges  to   concentrate   net  of  by-product
               realization  (the "Cost of  Processing").  For  purposes  of this
               Agreement,  the Cost of Processing for the 1997/98 Selling Period
               is $0.16 per pound  solids,  which shall be adjusted  (a) in each
               subsequent Selling Period for inflation by an amount equal to the
               annual  percentage  change in the Producer  Price Index for Total
               Finished  Goods as  reported  by the U.S.  Department  of  Labor,
               Bureau of Labor Statistics  ("PPI") as of the most recent date of
               determination prior to the end of such Selling Period as compared
               to the PPI as of the most recent date of  determination  prior to
               the end of the immediately  preceding Selling Period and (b) upon
               the effectiveness of any law, regulation, tax (including taxes on
               Fruit to be processed) or other contingency beyond the control of
               Tropicana  and  Grower  that  materially   affects  the  Cost  of
               Processing;  and  processed)  or  other  contingency  beyond  the
               control of Tropicana and Grower that materially  affects the Cost


           2.    the average for the Selling  Period of the  near-term  contract
                 month frozen  concentrate  orange juice  futures  daily closing
                 prices,  published  by the  Citrus  Associates  of the New York
                 Cotton  Exchange,  less the  applicable  Cost of Processing per
                 paragraph 3.A.1. above. Such average price shall be adjusted as
                 appropriate   to  reflect   changes  in  the  terms  of  frozen
                 concentrate  orange juice futures  contracts  traded on the New
                 York  Cotton  Exchange  from the  terms in  effect  on the date
                 hereof.

B.   1. The  Reference  Price of  Category  One Fruit shall be 98% of the amount
     calculated in Section 3.A. above.

     2.   The Reference  Price of Category Two Fruit shall be 102% of the amount
          calculated in Section 3.A. above.

C.   In  making  the  calculations  set  forth in  Section  3.A.1.,  concentrate
     purchases  shall not  include  concentrate  delivered  to  Tropicana  under
     contracts for single strength orange juice.

4.    PAYMENT:

      The Fruit is to be paid for as follows:

      A.   Following  delivery  as  directed  by  Tropicana  and  acceptance  by
           Tropicana,  Tropicana will advance Grower,  subject to the deductions
           set forth below in this Section 4.A.,  weekly for all Fruit delivered
           to and accepted by Tropicana  during that week 80% of the scale fruit
           price per pound  solids  posted by Tropicana at the time of delivery.
           The foregoing  amount,  without  giving effect to the  deductions set
           forth  in  the  next  succeeding  sentence,  shall  be  known  as the
           "Tentative   Price".  If  the  Fruit  has  been  picked,   loaded  or
           transported, or a combination thereof, by a person contracted with by
           Tropicana,  the  actual  costs of such  services,  plus a  reasonable
           administrative   fee  reflecting   costs  incurred  by  Tropicana  in
           arranging  this service,  will be deducted  from the Tentative  Price
           before payment is made.

      B.   On or before the December 31 following  each Season,  Tropicana  will
           pay Grower,  for all Fruit  delivered  to and  accepted by  Tropicana
           during that Season,  the  remainder,  if any, of the Reference  Price
           applicable  to such Fruit for such  Season and not paid  pursuant  to
           Section 4.A.

      C.   If the  Tentative  Price for all Fruit  delivered  to and accepted by
           Tropicana  during any Season  shall exceed the  applicable  Reference
           Price for such Fruit, Tropicana shall consider the amount represented
           by the difference between such prices to be an advance to the Grower.
           The advance shall be repaid by Grower to Tropicana within thirty (30)
           days of Grower receiving notification of balance due Tropicana.

5.    MERCHANTABILITY:

      The Fruit  delivered by Grower shall be of good,  wholesome,  merchantable
      and marketable  quality for oranges purchased for concentrate  processing,
      as those terms are used in the citrus industry.  Furthermore,  the quality
      of the Fruit  must also meet all  applicable  federal  and state  laws and
      regulations,  including, but not limited to, requirements that residues of
      fertilizers,  pesticides,  and other chemicals commonly used in the citrus
      industry do not exceed  federal or state limits and that required  waiting
      periods  following  application of such chemicals must have expired before
      delivery to Tropicana.

6.    STANDARDS OF ACCEPTABLE FRUIT:

      The Fruit delivered to Tropicana  shall comply with the following  minimum
standards of quality:


     o    Pass government inspection

     o    2" minimum diameter

     o    10.0 degree brix or higher

     o    Brix to acid ratio of 12 to 1 or higher until January 1st of a Season

     o    Brix to acid ratio of 13 to 1 or higher from January 1st of a Season

      Tropicana  will  not be  required  to  accept  any  Ambersweets,  Temples,
      Murcotts,  Tangelos,  or Navel  Oranges and the  foregoing  expressly  are
      excluded from the  definition  of "Fruit"  herein.  Tropicana  may, at its
      discretion,  declare  Fruit  not  meeting  the  minimum  standards  to  be
      acceptable  and,  in such  event,  all  other  terms  of  this  Agreement,
      including,  but not limited to, the  provisions  relating to price and the
      obligation of Grower to sell,  transfer,  or deliver the Fruit exclusively
      to Tropicana, shall apply.

7.    PICKING AND DELIVERY OF FRUIT:

      The Fruit is to be picked by Grower and is to be  delivered by Grower to a
      Tropicana  processing  plant  or  to  a  processing  plant  designated  by
      Tropicana. If Grower shall be unable to pick, load or transport the fruit,
      Tropicana may contract  with a person in the business of picking,  loading
      or  transporting  Fruit to do so,  charging the Grower the actual costs of
      this  service  plus  a  reasonable  administrative  fee  reflecting  costs
      incurred by  Tropicana in arranging  this  service.  No right of Tropicana
      stated  by this  Section  shall  obligate  Tropicana  to  pick,  load,  or
      transport  the  Fruit.  Tropicana  shall  have the  unrestricted  right to
      determine  hours of operation,  including the dates of opening and closing
      its  processing  plants.  The  Fruit  shall be  delivered  where  and when
      designated by  Tropicana,  but Tropicana  will use  reasonable  efforts to
      accommodate its schedule to the convenience of Grower,  except as provided
      in Sections 11 and 12. No Fruit  shall be  delivered  after July 15 of any
      Season or such other date  established  by Tropicana and  communicated  to
      Grower at least  fourteen (14) days prior to such date without the written
      consent of Tropicana.

8.    ACCEPTANCE OF FRUIT; RISK OF LOSS:

      The loading of Fruit upon a carrier contracted with by Tropicana shall not
      constitute acceptance of the Fruit by Tropicana.  Until shipments of Fruit
      are accepted at one of Tropicana's processing facilities, or at a facility
      designated by Tropicana,  all risk of loss shall be borne by Grower. Title
      and risk of loss  shall  pass to  Tropicana  only upon  acceptance  of the
      Fruit.  Acceptance  shall occur when Fruit is inspected and approved by an
      authorized  government  inspector.  Fruit will not be held on  Tropicana's
      yard for an unreasonable amount of time.

9.    DETERMINATION OF TYPE OR QUANTITY OF FRUIT RECEIVED:

      Any determination as to  classification or quantity of Fruit received,  or
      as to pound solids, shall be as reported by daily tests made by authorized
      government  inspectors,  stationed  at  Tropicana or at the plant to which
      Tropicana has directed delivery be made.

10.   ACCESS:

      Tropicana  shall have access to the Groves to inspect Fruit and plantings,
      during  reasonable  business hours and upon  reasonable  notice to Grower.
      Both parties will exchange pertinent information including crop estimates,
      planting  densities,  types  and ages of  trees,  diseases,  brix  levels,
      ratios, maturity dates, soil tests, planting plans, and all other relevant
      matters.  Tropicana  shall  also  have  reasonable  access  during  normal
      business hours to inspect such records of the Grower relating to the Fruit
      and the Groves.

11.   FORCE MAJEURE:

      In the  event of  freeze,  hurricane  or other Act of God,  fire,  strike,
      unavailability of labor,  governmental law, directive or regulation or any
      contingency  beyond the  reasonable  control of the affected party so that
      the  affected  party  cannot  perform its  obligations  hereunder  ("Force
      Majeure"),  the affected party will be relieved of any duty to perform its
      obligations  hereunder  and if Tropicana is the  affected  party,  it will
      notify Grower that Grower may sell such Fruit elsewhere.

<PAGE>



12.   PROCESSING PREFERENCE IN EVENT OF FORCE MAJEURE:

      Grower  understands  and  agrees  that in the  event  of a Force  Majeure,
      growers under  agreement  with Tropicana may make demands on Tropicana for
      fruit processing that exceed Tropicana's processing capabilities.  In such
      event,  Tropicana shall allocate  deliveries in its sole discretion.  Such
      allocation  shall not constitute an inability or refusal to perform,  or a
      breach of this Agreement by Tropicana.

13.   REPRESENTATIONS AND WARRANTIES:

      Grower hereby represents and warrants to Tropicana that during the term of
this Agreement:

     A.   Grower is the owner of the Groves  described herein and has good title
          to the Groves and the Fruit produced from them.

      B.   Grower  has not and  shall  not,  sell,  or agree to sell,  except as
           authorized pursuant to this Agreement, Fruit which is subject to this
           Agreement  to anyone other than  Tropicana;  and that Grower has full
           power,  right and authority to enter into this  Agreement and to sell
           and deliver Fruit in accordance with this Agreement.

      C.   Grower  has all  necessary  powers and all  federal,  state and local
           licenses  and  permits,  including,  without  limitation,  water  and
           environmental permits,  necessary to own and cultivate the Groves and
           to perform its obligations under this Agreement.

      D.   Grower is in compliance  with all local,  state and Federal labor and
           employment laws, including, but not limited to Title VII of the Civil
           Rights Act of 1964, as amended,  the Age Discrimination in Employment
           Act, the Americans with  Disabilities  Act, the Fair Labor  Standards
           Acts,  the Work or Adjustment  Retraining and  Notification  Act, the
           Occupational  Safety and Health Act of 1979,  as  amended,  Executive
           Order 11246, as amended,  and the Employee Retirement Income Security
           Act of 1974, as amended,  and any rules and  regulations  relating to
           said laws.

14.   BINDING EFFECT:

      The  individuals  signing this Agreement on behalf of Grower and Tropicana
      represent  that they have the authority to do so. This  Agreement  will be
      binding upon  Tropicana  only after it has been  executed by an officer of
      Tropicana.  If a sale or assignment of this  Agreement is permitted  under
      the  provisions of Section 14 below,  all covenants and  provisions of the
      Agreement  shall be binding  upon and inure to the benefit of the personal
      representatives, successors, and assigns of the parties.

15.   ASSIGNMENT; SUCCESSORS; SALE OF GROVES:

      THE IDENTITY OF THE  INDIVIDUAL  OR  INDIVIDUALS  WITH WHOM  TROPICANA HAS
      CONTRACTED  IS A  MATERIAL  ASPECT  OF  THIS  AGREEMENT.  THEREFORE,  THIS
      AGREEMENT MAY NOT BE ASSIGNED OR  TRANSFERRED  BY GROWER WITHOUT THE PRIOR
      WRITTEN   CONSENT  OF  TROPICANA.   ANY  PURPORTED   ASSIGNMENT   MADE  IN
      CONTRAVENTION  OF THIS SECTION SHALL BE NULL AND VOID. In the event of the
      sale  of the  Groves  or  change  in the  identity  of 51% or  more of the
      ownership  of the Groves or  principals  or  shareholders  of Grower (if a
      partnership or  corporation),  Tropicana shall have the right to terminate
      this Agreement  forthwith  without liability to either party or to enforce
      this  Agreement  against  Grower or its  successor.  This Agreement may be
      assigned or transferred by Tropicana.

16.   DISPUTES:

      No dispute,  breach,  or alleged  breach of this  Agreement  shall relieve
      Grower of its obligation to deliver Fruit, and repay all indebtedness,  or
      Tropicana of its obligation to accept and pay for Fruit; provided however,
      either  party may perform its  obligations  under  protest  subject to the
      right to seek  judicial  resolution  of the  dispute,  breach,  or alleged
      breach.



<PAGE>




17.   REMEDIES:

      Due to the variable, uncertain, and unstable nature of citrus markets, and
      supply of Fruit,  Grower and Tropicana  recognize and agree that a default
      or a breach in one party's obligations hereunder will result in damages to
      the other party that are uncertain and not easily susceptible to proof. It
      is the intent of Grower and  Tropicana to liquidate  damages in advance of
      any such  default or breach.  Accordingly,  if Grower fails to deliver the
      Fruit to Tropicana or Tropicana  fails to purchase,  pursuant to the terms
      of this Agreement,  the party which has breached its obligations hereunder
      shall pay to the other party as liquidated damages and not a penalty:

     A.   the sum of $2.00 per ninety  (90) pound box of Fruit not so  delivered
          or purchased, as the case may be; or

      B.   if greater,  in the case of Grower's  failure to deliver the Fruit as
           provided  herein,  twenty  percent (20%) of the price,  or equivalent
           other consideration received by Grower for the transfer,  assignment,
           sale, or delivery of Fruit to anyone other than Tropicana.

      Grower  agrees  that  notwithstanding  the  foregoing  liquidated  damages
      provision,  that  damages  at  law  will  be  an  insufficient  remedy  to
      Tropicana,  in the  event  that  Grower  fails  to  deliver  the  fruit to
      Tropicana,  and that Tropicana  shall be entitled,  upon  application to a
      Court  of  competent  jurisdiction,  to  obtain  specific  performance  or
      injunctive  relief to enforce the provisions of this  Agreement  requiring
      the delivery of the fruit to  Tropicana,  which  specific  performance  or
      injunctive  relief shall be in addition to Tropicana's right to liquidated
      damages set forth  above,  and any other  rights or remedies  available to
      Tropicana,  it being the intent of the parties that all remedies specified
      herein shall be  cumulative  and in addition to other or further  remedies
      provided by law or equity.

18.   ATTORNEY'S FEES AND EXPENSE OF LITIGATION:

      It is also  agreed  that  should  either  party be required to bring legal
      action to enforce the terms of this Agreement,  the prevailing party shall
      be entitled to its reasonable attorney's fees, together with all costs and
      expenses of litigation, up to and including appeals.

19.   SECURITY INTEREST AND LIEN:

      Pursuant  to  Chapter  679,  Florida  Statutes,  Grower  hereby  grants to
      Tropicana  a security  interest  in the Fruit to secure  repayment  of all
      amounts  considered  advances  hereunder and to secure  performance of all
      obligations hereunder. Grower also grants to Tropicana a lien on the Fruit
      pursuant to Section 713.71,  Florida Statutes,  to secure repayment of all
      amounts considered advances hereunder. At the request of Tropicana, Grower
      shall execute from time to time any further documents or instruments which
      Tropicana  deems  necessary  or  advisable to secure or perfect a security
      interest or lien on the Fruit.  Grower  agrees to allow  Tropicana to post
      signs or notices in the Groves, which Grower shall not remove, and to take
      such other  reasonable  steps as may be  necessary  or advisable to notify
      others that Tropicana holds a security interest in the Fruit.

20.   TAXES AND OTHER CHARGES:

          A.   Any State,  Federal  or other tax or charge of any nature  levied
               against  Fruit from the Groves  processed by  Tropicana  shall be
               paid by Grower.

          B.   Grower shall be responsible  for all trailer  unloading fees at a
               cost of $10.00 per trailer.

21.   SETTLEMENT OF AMOUNTS DUE:

      The parties  shall  settle by payment the amounts due between  them within
      thirty  (30) days of the date due for all  payments  for which the date of
      payment is not specifically provided for herein.

<PAGE>




22.   ENTIRE AGREEMENT; WAIVERS; AMENDMENTS OR MODIFICATIONS:

      This Agreement  constitutes the entire agreement of the parties hereto and
      supersedes all prior and contemporaneous  agreements,  representations and
      understandings  of the  parties.  No  waiver  of the  provisions  of  this
      Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
      provisions,  nor shall any waiver  constitute  a continuing  waiver.  This
      Agreement  may  not be  supplemented,  altered,  modified  or  amended  or
      otherwise  changed except by an instrument in writing signed by an officer
      of the party  against  whom  such  supplement,  alteration,  modification,
      amendment or other change is sought to be enforced.  The course of dealing
      or course of  performance  between  the  parties  hereto  shall not commit
      either party to duties or  obligations  which are not expressly  stated by
      this Agreement.

23.   SEVERABILITY:

      If any  provision  of this  Agreement  or any  application  of it shall be
      judicially declared to be invalid or unenforceable,  the remainder of this
      Agreement  and any  other  application  of  such  provision  shall  not be
      affected by such invalidity or unenforceability;  provided,  however, that
      if  any  provision  regarding  price  shall  be  held  to  be  invalid  or
      unenforceable  then this entire Agreement and all provisions  hereof shall
      be invalid and unenforceable.

24.   GOVERNING LAW:

      This Agreement shall be construed in accordance  with, and governed by the
laws of, the State of Florida.

25.   VENUE:

      Tropicana  and Grower agree that should legal action be brought to enforce
      the  terms  of this  Agreement,  it shall be  brought  only in  Bradenton,
      Manatee County, Florida.

26.   NOTICE:

      Any notice,  request,  consent,  waiver or other communication required or
      permitted  hereunder  shall  be  effective  only if it is in  writing  and
      personally  delivered,  sent by  certified  or  registered  mail,  postage
      prepaid, sent by a nationally recognized overnight courier service or sent
      by facsimile transmission, charges prepaid, addressed as set forth below:

                 Tropicana: Tropicana Products, Inc.
                                 P.O. Box 338
                                 Bradenton, Florida  34206
                                 Attention:  Vice President--Procurement
                                 Facsimile No:  813-742-2014

                 Grower:      Name and address as set forth on signature page

      or such other address as either party may have  specified in a notice duly
      given to the other party as provided  herein.  Notice  given by  facsimile
      transmission and by personal  delivery shall be deemed given upon receipt.
      Notice  given by  certified or  registered  mail or by  overnight  courier
      service shall be deemed given upon sending.








WITNESSES:







INDIAN RIVER CITRUS INVESTORS
LIMITED PARTNERSHIP


Grower or his Authorized Agent

Address:



Facsimile:












TROPICANA PRODUCTS, INC.

By:
        Kenneth R. Diveley
        Senior Vice President

<PAGE>



                                                                   [PARTNERSHIP]
                               GROWER'S AFFIDAVIT

STATE OF FLORIDA

COUNTY OF ______________ ss:

     I  HEREBY  CERTIFY,  that on  this  date  ______________,  19__  before  me
personally appeared  _________________________ to me known and known to me to be
the person who signed the foregoing  instrument and, who being by me duly sworn,
declared that he is a general partner of  ______________  and that he signed the
foregoing  document as a general partner of the  aforementioned  partnership and
acknowledged the execution  thereof to be his free act and deed for the uses and
purposes therein mentioned.

      WITNESS my signature  and official  seal at  ___________  in the County of
_____________ and State of ____________________ the day and year last aforesaid.


Notary Public


My Commission Expires:




                                    EXHIBIT B

            INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP (IRCI)

                        Periodic Price Adjustment Formula

                              Early/Mids Valencias
1.   A.   Year 1 Growing Season

          TROPICANA Price Paid to IRCI      ____________      ____________

          x  Pounds of Solids IRCI sold
           TROPICANA under this agreement   ____________      ____________

          Year 1 TROPICANA Value            ____________      ____________


     B.   Year 2 Growing Season

          TROPICANA Price Paid to IRCI      ____________      ____________

          x  Pounds of Solids IRCI sold
           TROPICANA under this agreement   ____________      ____________

          Year 2 TROPICANA Value            ____________      ____________


     C.   Year 3 Growing Season

          TROPICANA Price Paid to IRCI      ____________      ____________

          x  Pounds of Solids IRCI sold
           TROPICANA under this agreement   ____________      ____________

          Year 3 TROPICANA Value            ____________      ____________


2.   Total TROPICANA Value

     A.   Year 1 TROPICANA Value            ____________      ____________

     B.   Year 2 TROPICANA Value            ____________      ____________

     C.   Year 3 TROPICANA Value            ____________      ____________

     D.   TOTAL TROPICANA VALUE             ____________      ____________

<PAGE>



                                                  Early/Mids          Valencias
3.   3-Year Total Pounds of Solids IRCI sold
     TROPICANA under this agreement

     A.   Year 1                                  ____________      ____________

     B.   Year 2                                  ____________      ____________

     C.   Year 3                                  ____________      ____________

    D.   TOTAL                                    ____________      ____________


4.   Weighted Average TROPICANA Price

     Total TROPICANA Value (2.D)            ____________      ____________

     :  Total Pounds of Solids (3.D)        ____________      ____________

     =  Weighted Average TROPICANA Price    ____________      ____________


5.   A.   Year 1 Growing Season

          Canners Average Price                   ____________      ____________
          x  1.03                                                   ____________
          =  Comparative Price                    ____________      ____________
          x  Pounds of Solids IRCI sold
          TROPICANA under this agreement          ____________      ____________

          =  Year 1 Adjusted Comparative Value    ____________      ____________


     B.   Year 2 Growing Season

          Canners Average Price                   ____________      ____________
          x  1.03                                                   ____________
          =  Comparative Price                    ____________      ____________
          x  Pounds of Solids IRCI sold
          TROPICANA under this agreement    ____________      ____________

          =  Year 2 Adjusted Comparative Value    ____________      ____________







     C.   Year 3 Growing Season                    Early/Mids         Valencias

          Canners Average Price                   ____________      ____________
          x  1.03                                                   ____________
          =  Comparative Price                    ____________      ____________
          x  Pounds of Solids IRCI sold
          TROPICANA under this agreement          ____________      ____________

          =  Year 3 Adjusted Comparative Value    ____________      ____________


6.   Total Adjusted Comparative Value

     A.   Year 1 Adjusted Comparative Value ____________      ____________

     B.   Year 2 Adjusted Comparative Value ____________      ____________

     C.   Year 3 Adjusted Comparative Value ____________      ____________

     D.   Total Adjusted Comparative Value  ____________      ____________


7.   Weighted Average Adjusted Comparative Price

     Total Adjusted Comparative Value (6.D) ____________      ____________

     :  Total Pounds of Solids (3.D)        ____________      ____________

     =  Weighted Average Adjusted Comparative
          Price                                   ____________      ____________


8.   Weighted Average Adjusted Comparative
     Price (7)                                    ____________      ____________

     -  Weighted Average TROPICANA Price          ____________      ____________

     =  Adjustment Factor                         ____________      ____________


9.   Adjustment Factor (8)                        ____________      ____________

     x  Total Pounds of Solids (3.D)              ____________      ____________

     =  Gross Adjustment                          ____________      ____________




<PAGE>




10.  Early/Midseason Gross Adjustment (9)            ____________

     +  Valencia Gross Adjustment (9)                ____________

     =  Net Adjustment due Grower                    ____________






                                    ADDENDUM


ADDENDUM to  Tropicana  Products,  Inc.'s  Fruit  Purchase  Agreement # C-284-28
("Agreement")  dated June 1, 1996 with Indian  River  Citrus  Investors  Limited
Partnership (Grower).

Where  this  ADDENDUM  may be  inconsistent  with  the  printed  portion  of the
Agreement, the terms of the ADDENDUM shall prevail.

1.   Buyer's "tentative price" paid to Grower shall be the greater of:

     (a)  One-hundred  percent  (100%)  of the Floor  Price  for each  season as
          specified in Paragraph 2 below,  less applicable  taxes and deductions
          as provided in the Agreement,  upon acceptance of fruit subject to the
          Agreement at Buyer's plant, or

     (b)  Eighty  percent  (80%) of Buyer's  posted spot market  price per pound
          solids,  less  applicable  taxes and  deductions  as  provided  in the
          Agreement,  upon  acceptance  of fruit  subject  to the  Agreement  at
          Buyer's plant.

2.   The  calculations  and  payment,  as provided in  Paragraphs 3 and 4 of the
     Agreement, shall be modified to provide for payment of the higher of:

     (a)  The minimum or Floor price of not less than:

                           Early/Midseason              Valencias

          1997/98 Season
          through           $0.90/lb. solids         $1.00/lb. solids
          2006/07 Season

          or

     (b)  The Final Net Price as provided in the Agreement.

          or

     (c)  The Net Adjusted Price as provided in Paragraph 5 of this Addendum.

3.   Volume of fruit to be delivered  shall be equal to 90% of all round oranges
     produced on groves identified in Exhibit A.

4.   Tropicana shall provide Grower a cull rebate based on average culls between
     2% and 4%.  These cull rates will be based on the  average of each  variety
     for the  entire  season.  Such  rebate  shall be  equal  to the  respective
     Early/Midseason and Valencia orange final payout for the pounds solid value
     of culls over 2%, but less than 4%,  respectively.  The rebate amount shall
     be made at the time of the final payment.

ADDENDUM to Fruit Purchase Agreement # C-284-28


5.   The price for both  Category  One and  Category Two fruit shall be adjusted
     upward to the higher of the  three-year  weighted  average  price Buyer has
     already  paid  Grower,  or 103% of the  three-year  weighted  average  FCPA
     (Canners) average price as described in Exhibit B. This adjustment shall be
     computed and applied on three occasions: At the conclusion of the 1999/2000
     season,  at the conclusion of the 2002/03 season,  and at the conclusion of
     the 2006/07 season.


<PAGE>


     The  adjustment  is based on the  periodic  average of the  Florida  Citrus
     Processors  Association  (Canners)  Average  price for the periods  defined
     above.  For purposes of this adjustment,  the "FCOJ Priced",  "Final Prices
     Combined, "Per Pound Solids" will be used.


                          INDIAN RIVER CITRUS INVESTORS
                               LIMITED PARTNERSHIP

                                    (Grower)
Date                                Richard Mims

                                    TROPICANA PRODUCTS, INC.

                                     (Buyer)
Date                                Kenneth R. Diveley
                                    Senior Vice President


<PAGE>