EXHIBIT  10-30



                         LOAN AGREEMENT

     THIS  LOAN  AGREEMENT  (the "Loan Agreement")  is  made  and
entered  into by and among FARM CREDIT OF SOUTH FLORIDA,  ACA,  a
federally  chartered agricultural credit association,  ("South"),
FARM  CREDIT  OF  SOUTHWEST FLORIDA, ACA, a  federally  chartered
agricultural  credit association ("Southwest"), (with  South  and
Southwest  collectively referred to herein as the "Associations")
and Orange-co, Inc. and Orange-co of Florida, Inc., (collectively
referred  to  herein as the "Borrowers"), with reference  to  the
following facts:

     A.    Borrowers have requested the Associations to extend to
Borrowers  a  syndicated term loan allocated among  each  of  the
Associations in an aggregate amount of $3,500,000.00.

     B.    The  Associations are willing to  make  the  aforesaid
syndicated term loan upon the terms and conditions set  forth  in
this  Agreement,  with  each  of the Associations  committing  to
extend the following loans:

          (i)  A loan from South in the amount of $1,500,000.00
          (ii) A loan from Southwest in the amount of
               $2,000,000.00; and

     IN  CONSIDERATION OF the foregoing facts and other good  and
valuable considerations, the receipt and sufficiency of which  is
hereby  acknowledged, and of the mutual covenants and  agreements
contained  in this Loan Agreement, Borrowers and the Associations
agree as follows:

                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.1 Definitions.  For the purpose of this Agreement,
the  following terms shall have the respective meanings specified
in  this  Section 1.1 (such meanings to be equally applicable  to
both the singular and plural forms of the terms defined):

"7.6 Loan"   shall mean the $7,600,000.00 loan from Southwest  to
Borrowers  dated April 19, 1993, as modified and secured  by  the
First Mortgage.

"5.0  Loan"  shall mean the $5,000,000.00 loan from Southwest  to
Borrowers dated May 16, 1996, and secured by the First Mortgage.

"7.6 Note" shall mean that certain promissory note from Borrowers
to  Southwest dated April 19, 1993, last renewed effective  April
1, 1998.

"5.0 Note" shall mean that certain promissory note from Borrowers
to Southwest dated May 16, 1996.

"2.0    Note"    shall   mean   the   promissory    note    dated
June 30, 1998, executed by  Borrowers  in  favor  of Southwest, 
pursuant to this Agreement.

"1.5    Note"    shall   mean   the   promissory    note    dated
June 30, 1998, executed by  Borrowers  in  favor  of South,
pursuant to this Agreement.

"ACA  Stock"  or  "Borrower Stock" shall mean the  common  voting
stock  issued  to Orange-co, Inc., in the amount of $1,000.00  in
each  Association  pursuant  to the  Act  in  the  total  sum  of
$2,000.00 par value.

"Act" shall mean the Farm Credit Act of 1971, as amended.
"Affiliate"   shall  mean  any  Person  directly  or   indirectly
controlling,  controlled by, or under direct or  indirect  common
control  with any Person.  A Person shall be deemed to control  a
corporation if such Person possesses, directly or indirectly, the
power  to  direct  or cause the direction of the  management  and
policies  of  such corporation, whether through the ownership  of
voting securities, by contract or otherwise.

"Agent" shall mean Farm Credit of Southwest Florida, ACA,  acting
in  its  capacity as agent for the Associations pursuant  to  the
Loan.

"Agreement" shall mean this Loan Agreement as originally executed
by   the   parties  hereto  and  all  permitted  amendments   and
modifications hereof, including all exhibits and schedules.

"Appraisal"  shall  mean  an  appraisal  of  the  Real  Property,
prepared  by  an  appraiser  approved  by  the  Associations   in
accordance  with  applicable  regulations  under  The  Act,   and
otherwise  in  form and substance acceptable to the Associations.
The  aforesaid appraisal must show the Real Property  to  have  a
value of no less than $16,200,000.00.

"Associations" shall mean Farm Credit of South Florida,  ACA  and
Farm Credit of Southwest Florida, ACA.

"Borrowers" shall mean Orange-co, Inc., a Florida corporation and
Orange-co of Florida, Inc., a Florida corporation.

"Business  Day" shall mean any day other than a Saturday,  Sunday
or  day  on which the Associations are authorized to close  under
applicable laws.

"Collateral"  shall  mean Borrower Stock, the Personal  Property,
other  property  and money of Borrowers now or hereafter  in  the
custody,  possession  or control of Associations,  and  the  Real
Property (including related improvements and fixtures).

"Collateral Sharing Agreement"  shall mean that certain Agreement
between  South  and Southwest dated June 30, 1998,  addressing
additional  rights of South and Southwest concerning  the  Agency
relationship and rights in the Collateral.

"Costs"  shall  mean  all  costs, expenses,  losses  and  damages
sustained  or  incurred by the Associations in  connection  with,
because  of,  or as a result of any default or any  one  or  more
Events  of  Default of Borrowers under this Agreement,  the  Loan
Documents  or  any  of  them, or in realizing  upon,  protecting,
perfecting,  defending or enforcing, or any combination  thereof,
the rights and remedies of the Associations under this Agreement,
the   Loan   Documents,  or  any  of  them,  including,   without
limitation,  all title premiums, title research costs,  appraisal
fees,  recording  charges, documentary  stamp  taxes,  intangible
taxes,  all  environmental consultants and  engineer's  fees  and
costs  and all appraiser's fees and costs, expert fees,  and  all
attorney's fees and costs, including paralegal fees in all  legal
proceedings, including administrative, trial, appellate, probate,
bankruptcy  or  any  other  legal or  administrative  proceeding,
regardless of whether suit is brought.

"Current  Ratio"  shall mean current assets  divided  by  current
liabilities, as determined in accordance with GAAP.

"Debt"  shall  mean  as  to any Person  (i)  all  obligations  of
borrowed  money, (ii) obligations evidenced by bonds, debentures,
notes or similar instruments, or upon which interest payments are
customarily made, (iii) all obligations under conditional sale or
other  title retention agreements relating to property  purchased
by  that  Person (other than customary reservations or retentions
of  title  under agreements with suppliers entered  into  in  the
ordinary  course  of business), (iv) all obligations,  including,
without  limitation, any items, issued or assumed as the deferred
purchase price of property or services purchased (including trade
debt  incurred in the ordinary course of business and  regardless
of  the due date thereof) which would appear as liabilities on  a
balance  sheet, (v) all obligations under take-or-pay or  similar
agreements  or  under commodities agreements, (vi)  all  Debt  of
others  secured by (or for which the holder of such debt  has  an
existing  right, contingent or otherwise, to be secured by),  any
lien  on,  or  payable  out of the proceeds of  production  from,
property  owned or acquired by that Person, whether  or  not  the
obligations secured thereby have been assumed, (vii) all guaranty
obligations,  (viii)  the principal portion  of  all  obligations
under  capital  leases  other  than operating  leases,  (ix)  all
obligations  in  respect of interest rate protection  agreements,
foreign  currency  exchange  agreements,  commodity  purchase  or
option agreements or other interest or exchange rate or commodity
price  hedging agreements, (x) the maximum amount of all  standby
letters  of  credit  issued  or  banker's  acceptance  facilities
created and, without duplication, all drafts drawn thereunder (to
the  extent  unreimbursed), (xi) all  preferred  stock  or  other
equity interests issued and required by the terms thereof  to  be
redeemed, for which mandatory sinking fund payments are due, by a
fixed   date,  and  (xii)  other  off  balance  sheet   financing
arrangements  including,  without limitation,  synthetic  leases,
which,   for  purposes  of  this  Agreement,  shall  not  include
operating leases.

"Debt  to  Equity  Ratio" shall mean the total liabilities  of  a
Borrower  divided  by  the net worth of such Borrower,  excluding
deferred taxes.

"Default  Rate" shall mean an interest rate equal to the Interest
Rate plus two percent.

"Due  Date"  shall  mean  the date any payment  of  principal  or
interest is due and payable on the Loan or Syndication Notes.

"Environmental Laws" shall mean any federal, state or local  law,
statute, ordinance or regulation pertaining to health, industrial
hygiene  or the environmental conditions on, under or  about  the
Real  Property, including, without limitation, the  Comprehensive
Environmental  Response Compensation and Liability  Act  of  1980
("CERCLA")  as  amended 42 U.S.C. Section 9601 et  seq.  and  the
Resource Conservation and Recovery Act of 1976 ("RCRA"), 42U.S.C.
Section 6901 et seq.

"Event  of  Default" shall mean an event of default specified  in
Article VII of this Agreement.

"Farm  Products" shall mean crops or supplies owned by  Borrowers
used  or  produced  in fanning operations at  the  Real  Property
including  citrus  fruits and other fruits or products  of  crops
prior  to  severance  from  the Real Property  for  any  Borrower
engaged   in  raising  or  other  farming  operations;  provided,
however,  that Associations' lien shall not extend to  the  crops
upon their severance from the Real Property until the earlier of:
(i)  acquisition  of title to the Real Property  by  foreclosure,
deed  in  lieu  of  foreclosure, or other  mechanism;  (ii)   the
appointment  of a receiver for the Real Property;  (iii)  or  the
filing of a petition in bankruptcy by or against a Borrower which
becomes an Event of Default.

"Financial  Statements" shall mean those financial statements  of
Borrowers described in Section 4.6 of this Agreement.

"Financing  Statements"  shall mean the  financing  statement  or
statements executed and delivered by Borrowers for the purpose of
perfecting the Security Interest under the UCC or any other state
law.

"First Mortgage" shall mean the Real Estate mortgage dated  April
19, 1993, recorded in Official Record Book 312, Page 1151, Public
Records of DeSoto County, Florida, as modified in Official Record
Book 364, Page 450, and further modified in Official Records Book
406,  Page  409,  all  of the Public Records  of  DeSoto  County,
Florida,  which is a first lien on and security interest  in  the
Real Property and on the personal property encumbered thereby and
shall  remain  subject  only  to  those  exceptions  and  matters
satisfactory to the Associations.

"Fiscal Year" shall mean the fiscal year of each Borrower  ending
on  9/30 in each calendar year.  Subsequent changes of the fiscal
year  of  a  Borrower  shall not change the term  "fiscal  year,"
unless the Associations shall consent in writing to such changes.

"Future  Advance" shall mean the advance under the First Mortgage
to  secure  the  2.0  Note by a mortgage lien  against  the  Real
Property,  which  such future advance shall be represented  by  a
future  advance  receipt to the First Mortgage  recorded  in  the
Public Records of DeSoto County, Florida.

"GAAP"   shall  mean  generally  accepted  accounting  principles
consistently applied.

"Hazardous  Substance"  shall include,  without  limitation,  the
following:  (i) those substances included within the  definitions
of   "Hazardous   Substances,"  "Hazardous   Materials,"   "Toxic
Substances,"  or "Solid Waste" in CERCLA, RCRA and the  Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq., and
in  the regulations promulgated pursuant to said laws; (ii) those
substances  defined as "Hazardous Waste" in any  Florida  Statute
and  in  the  regulations  promulgated pursuant  to  any  Florida
Statute;  (iii)  those  substances listed in  the  United  States
Department  of  Transportation  Table  (49  CFR  Part   172   and
Amendments thereto) or by the Environmental Protection Agency (or
any  successor agency) as Hazardous Substances (40 CFR  Part  302
and  Amendments  thereto); (iv) such other substances,  materials
and  waste which are or become regulated under applicable  local,
state  or  federal law, or which are classified as  hazardous  or
toxic under federal, state or local laws or regulations; and  (v)
any  material  waste  or substance which is  (1)  petroleum;  (2)
asbestos;  (3)  polychlorinated biphenyl;  (4)  designated  as  a
"Hazardous Substance" pursuant to Section 311 of the Clean  Water
Act  33 U.S.C. Section 1251 et seq. or listed pursuant to Section
307  of  the  Clean  Water Act (5) flammable  explosive;  or  (6)
radioactive materials.

"Interest Rate" shall mean an annual interest rate equal to 2.25%
above  the 5 year yield of U.S. Treasury debt obligations  as  of
the day of closing on the Loan.

"Loans" shall mean the 7.6 Loan, the 5.0 Loan and this Loan.

"Beneficial  Majority  Ownership" shall  mean  ownership,  either
directly,  or  indirectly  through any subsidiary,  affiliate  or
other  intermediary,  of more than 50% of each  class  of  voting
stock of any corporation.

"Minimum  Current  Ratio"  shall mean the  current  assets  of  a
Borrower  divided by the current liabilities of  a  Borrower,  as
determined under GAAP.

"Notes" shall mean collectively the 7.6 Note, the 5.0 Note and
the Syndication Notes.

"Obligations" with respect to Borrowers, shall mean, individually
and collectively, all payment and performance duties, obligations
and  liabilities of Borrowers to any of the Associations, however
and whenever incurred, acquired or evidenced, whether primary  or
secondary,  direct or indirect, absolute or contingent,  sole  or
joint  and  several,  or  due to become due,  including,  without
limitation,  all  Costs  and  all such  duties,  obligations  and
liabilities  of Borrowers to any of the Associations,  under  and
pursuant to the Loan Documents and all renewals, modifications or
extensions of any thereof.

"Permitted   Exceptions"  shall  mean  only  the   Schedule   B-2
exceptions contained in the final First Mortgage Title Policy and
the  final title policy for the Supplemental Mortgage which  will
be  accepted  by  the Associations and are listed  on  Exhibit  B
attached hereto and made a part.

"Personal  Property" shall mean: all rents, equipment, machinery,
fixtures,  pumps,  irrigation  pipes,  wells,  and  improvements,
whether now on the Real Property or hereafter placed thereon, and
all accessions, parts or replacements now or hereafter affixed to
the  Real  Property or used in connection therewith; all  surface
water  management permits and all water use permits; all contract
rights, and leases associated with the Real Property and all Farm
Products.

"Person"  shall mean any individual, joint venture,  partnership,
firm,  corporation, trust, unincorporated organization  or  other
organizational  entity, or a governmental body or any  department
or  agency thereof, and shall include both the singular  and  the
plural.

"Place of Business" shall mean those places of business in  which
any  Borrower  undertakes any of its business and  shall  include
each Borrower's Principal Place of Business.

"Potential Default"  shall mean an event that but for  the  lapse
of  time  or  the giving of notice, or both, would constitute  an
Event of Default.

"Principal Place of Business" shall mean the principal  place  of
business and the headquarters of each Borrower at which place all
of  its records are kept and which is located at the address  set
forth in Section 11.3 of this Agreement.

"Proceeds"  shall  mean  whatever  is  received  upon  the  sale,
exchange,  collection or other disposition of all or any  portion
of the Collateral.

"Proportionate Share" shall mean each Association's proportionate
share  of  the  Loan as set forth in Section 2.1, including  each
Association's  percentage  rates  of  return  on   repayment   of
principal  and  income,  and  percentage  obligations   of   each
Association  for expenses incurred in the administration  of  the
Loan  or  Costs,  which have not been recaptured  from  Borrowers
which  each Association is responsible to contribute pursuant  to
this Agreement or any other Loan Document.  In the event that the
Proportionate Share of the Loan shall change, Associations  shall
execute a certificate evidencing the new Proportionate Share.

"Real  Property" shall mean that certain real property consisting
of approximately 3,140 acres of citrus grove in the aggregate and
improvements thereon, situated in DeSoto County, Florida, all  as
more particularly described in Exhibit A attached hereto and made
a part of.

"Security  Agreement" shall mean that agreement dated June 30,
1998 pledging the Personal Property to all the Loans.

"Security Instruments" shall include the First Mortgage  and  the
Supplemental  Mortgage on the Security Agreement  and  any  other
agreements  pledging  collateral to secure  the  payment  of  the
Notes.

"Security  Interest" shall mean the security interest granted  in
the  Collateral  to  the Associations pursuant  to  any  Security
Instrument pledging the Personal Property.

"Subsidiary"  shall mean any corporation more than fifty  percent
(50%)  of the stock of which is owned or controlled, directly  or
indirectly, by any Borrower or its Affiliates.

"Supplemental  Mortgage" shall mean that certain  mortgage  dated
June 30, 1998 given by Orange-co, Inc., to secure the $1.5 Note
with the Real Property.

"Loan  Commitment Letter" shall mean the Associations' commitment
to  make  the Loan to Borrowers and Borrowers' acceptance thereof
on  terms and conditions set forth in the letter dated March  11,
1998,  from  Southwest  to Borrowers and all  written  amendments
thereto, if any.

"Loan  Documents"  shall  mean this  Agreement,  the  Syndication
Notes,  the  Security Instruments, the Financing Statements,  the
Loan  Commitment Letter, and all the other documents, agreements,
certificates,   schedules,  statements  and   opinions,   however
described,  referenced herein or executed or  delivered  pursuant
hereto  or  in connection with or arising with the  Loan  or  the
transactions contemplated by this Agreement.

"Loan" shall mean the $3,500,000.00 loan evidenced by the
Syndication Notes.

"Loan  Origination Fee" shall mean the fee paid  to  Associations
for  establishment of this credit facility in the  total  sum  of
$6,500.00.

"Syndication Notes" shall mean the $1.5 Note in favor  of  South,
and  the  $2.0  Note  in  favor  of  Southwest  and  executed  by
Borrowers.

"Tangible  Working Capital" shall mean the Current  Assets  of  a
Borrower minus the Current Liabilities of such Borrower.

"Title Agent" shall mean the law firm of Peterson & Myers,  P.A.,
as Agent for Chicago Title Insurance Company.

"First  Mortgage  Title Policy" shall mean  the  mortgagee  title
insurance  policy  #10-0065-02-003795 written  on  Chicago  Title
Insurance Company insuring the First Mortgage as a first lien  on
the  Real  Property  which shall be endorsed upon  execution  and
recordation  of  the  Future Advance for  an  additional  insured
amount  of $2,000,000.00.  The title policy shall otherwise  only
be  adjusted to provide for change in the effective date  of  the
title  policy, and shall contain no additional exceptions to  the
title  except the Permitted Exceptions.  Borrowers shall  provide
Agent  with a Commitment to Endorse the title policy at or  prior
to  closing.  All "GAP" exceptions shall be eliminated at closing
from the title policy, as endorsed.

"UCC" shall mean the Florida Uniform Commercial Code, Chapters
671 to 680, inclusive.

      SECTION  1.2 Accounting Terms.  All accounting  terms  used
herein  shall  be  construed  in accordance  with  GAAP  and  all
financial  data  submitted pursuant to this  Agreement  shall  be
prepared  in  accordance with GAAP.  In the event of  ambiguities
between  this Agreement and GAAP, the more conservative principle
or interpretation shall be used.
     
     SECTION 1.3 Other Definitional Provisions.  All of the terms
defined  in this Agreement shall have such defined meanings  when
used in all the Loan Documents unless the context shall otherwise
require.   All  terms defined or used in this  Agreement  in  the
singular shall have comparable meanings when used in the  plural,
and  vice versa.  Terms defined in, or by reference to, the  UCC,
including Chapter 679 of the Florida Statutes, to the extent  not
otherwise defined herein shall have the respective meanings given
to  them  in  the  UCC,  including Chapter  679  of  the  Florida
Statutes,  with the exception of the word "document," unless  the
context  clearly  requires  such meaning.   The  words  "hereby",
"hereto",  "hereof", "herein", "hereunder" and words  of  similar
import  when used in this Agreement shall refer to this Agreement
as  a  whole  and  not to any particular provision  of  the  this
Agreement.  The use of "to", "until", "on", and words of  similar
import  in  this  Agreement, in indicating expiration,  shall  be
interpreted to include the date mentioned.  The neuter genders as
used  herein  and  whenever  used shall  include  the  masculine,
feminine and neuter as well.  Whenever in this Agreement  any  of
the parties hereto is referred to, such reference shall be deemed
to  include  the permitted successors and assigns of  such  party
unless the context shall expressly provide otherwise.

                           ARTICLE II
                  AMOUNTS AND TERMS OF THE LOAN

     SECTION  2.1 Loan.  The Associations agree, upon  the  terms
and  conditions set forth in this Agreement, and in reliance upon
the representations and warranties made under this Agreement,  to
make  the  Loan  to  Borrowers in an amount up  to  $3,500,000.00
solely  for  the  purpose of allowing Borrowers to  reduce  their
existing  Indebtedness  under  loans  with  third  parties.   The
Associations shall each make a portion of the Loan as follows:

       Association           Loan Amount         Proportionate
                                                     Share
                                                        
    (a) South               $1,500,000.00            42.86%
    (b) Southwest           $2,000,000.00            58.14%
    Total Loan              $3,500,000.00           100.00%
     
     SECTION  2.2  Interest on the Syndication Notes.   The  Loan
shall be evidenced by the Syndication Notes and shall be due  and
payable  in  accordance  with and as  required  by  Section  2.6,
Borrowers shall not be liable under the Syndication Notes  except
with  respect  to  funds actually advanced to  Borrowers  by  the
Associations pursuant to the terms hereof.  The Syndication Notes
shall bear interest from the date thereof on the unpaid principal
balance  thereof  from time to time outstanding at  the  Interest
Rate.  From and after the due date, interest shall accrue on  the
unpaid  principal  balance of the Syndication Notes  or  on  such
defaulted payment, from the due date thereof at the Default Rate.
Such  interest shall continue to accrue at the Default Rate until
the  date  of  payment in full of all principal and  accrued  but
unpaid interest of such defaulted payment, if applicable.

     SECTION  2.3  Advance of Loan Proceeds on  the  Loan.   Each
Association shall disburse to Title Agent at the closing  of  the
transactions  set forth herein their Proportionate Share  of  the
Loan as set forth in Section 2.1 above for disbursement to or for
Borrowers' benefit.

     SECTION  2.4  Calculation  of  Interest.   Agent  shall   be
responsible for calculation of interest due under this Agreement.
Further,  Agent  shall give prompt notice to  Borrowers  and  the
other  Association of the applicable Interest Rate determined  by
Agent pursuant to the terms of this Agreement.  Interest shall be
calculated  on the basis of a year containing 365 or  366  actual
days, as applicable.

     SECTION  2.5     Place  of Payment.  Except  for  the  final
balloon  payments  on  the Syndication  Notes,  all  payments  by
Borrowers under the Loan Documents shall be made at the Agent  in
Arcadia, Florida, or at such other place as the Agent may direct,
in   lawful  money  of  the  United  States  of  America  and  in
immediately  available  funds.  Agent  will  promptly  thereafter
cause  to  be  distributed  (i) such payments  of  principal  and
interest  in  like funds to each Association at its  address  set
forth  in  this  Agreement, and (ii) other fees payable  to  each
Association  to be applied in accordance with the terms  of  this
Agreement.   The balloon payments due in accordance with  Section
2.6  below shall be paid directly to each of the Associations  in
accordance  with the terms of the respective Note at the  offices
of  each  of the Associations at the addresses set forth in  this
Agreement.

      SECTION 2.6 Payment of Syndication Notes.  Borrowers  shall
pay  the Syndication Notes together with interest at the Interest
Rate as follows:

      (a)   Commencing on July 1, 1998 and through June 1,  2003,
each  of the Syndication Notes shall require monthly payments  of
interest;

      (b)   The amortization of each Note shall begin on July  1,
1998 based on equal Quarterly payments of principal on a straight
10-year principal amortization and continue to April 1, 2003.

      (c)   The  entire unpaid principal balance of each  of  the
Syndication  Notes  plus  all accrued interest  on  each  of  the
Syndication Notes will be due and payable on July 1,  2003  in  a
balloon payment.

     SECTION  2.7 Application of Payments.  All payments made  in
connection  with the Loan shall be applied first to  Costs,  then
accrued  interest to the date of payment, and next to the  unpaid
principal  balance of the Syndication Notes.  All payments  shall
be made prior to 1:00 p.m. in available funds, and if not so made
shall be credited as of the next Business Day.

     SECTION 2.8 Default Rate of Interest.  If any installment of
interest or principal is not paid when due and remains unpaid  at
the  end  of thirty (30) calendar days or if any other  Event  of
Default  shall  occur  and be continuing  for  thirty  (30)  days
(without  regard to cure periods) after written notice  by  Agent
thereof,  interest  on the entire principal  balance  outstanding
under the Loan shall accrue at the Default Rate, commencing as of
the date the installment was due or the date of occurrence of the
Event  of Default, whichever is applicable, and continuing  until
such overdue installment is paid or Event of Default is cured.

     SECTION 2.9 Prepayment of Principal.  No Borrower may prepay
all  or part of the principal of the Syndication Notes except  as
provided herein.  All principal prepayments shall be subject to a
prepayment premium (the "Prepayment Premium") equivalent  to  the
Associations' loss of yield, if any, on the portion of  principal
of the Loan prepaid, as calculated in accordance with the mark to
market  conventions  used  by  the Associations  and  hereinafter
described.  For purposes of this Agreement, a prepayment shall be
deemed  to have occurred if any Borrower pays the Obligations  in
full  following an acceleration after an Event of  Default.   All
principal  prepayments  shall be applied prorata  to  reduce  the
principal installments due under the Syndication Notes in inverse
order  of  maturity.   Prepayment Premium shall  mean  an  amount
determined as follows:

      1.  There  shall  first  be  determined  the  Proportionate
Amount  (the "Proportionate Amount"), which is the ratio  of  the
principal amount being prepaid to the then total principal amount
outstanding on the Loan.
      
      2.  The  present discounted value (the "Present Value")  of
the  Proportionate Amount of all interest and principal  payments
which  would be paid over the remainder of the term of  the  Loan
shall then be determined.  In determining the Present Value,  the
following provisions shall apply:
      
          (a)        The amount of scheduled payments of interest
and  principal  over  the remaining term of  the  Loan  shall  be
multiplied by the Proportionate Amount to arrive at the  Interest
and principal payments to be used to arrive at the Present Value;
      
          (b)        The  amount and schedule of  payments  under
clause (a) above shall then be discounted as if no prepayment had
occurred;
      
          (c)        The discount rate to be used will be a  rate
equal  to  (x) the then-existing yield on US Treasury Obligations
having a maturity date most closely corresponding to the "Average
Life"  of the remaining term of the Loan (regardless of when  the
payments of Interest and principal are due), plus (y) 2.25% (i.e.
225  basis points).  "Average Life" shall mean the point in  time
when one half (1/2) of the then outstanding principal balance  of
the Loan will have been repaid.
      
      3.   The Prepayment Premium shall be equal to (x) the Present
Value  determined under Paragraph 2 above, less (y) the principal
amount  being prepaid. Provided however, if the Present Value  is
less than the principal amount being prepaid, Borrowers shall not
be entitled to receive a refund.

     SECTION  2.10 Collateral and Security Interest.   To  secure
the payment, observance and performance of the Syndication Notes,
Borrowers  shall  grant to the Associations  mortgage  liens  and
security  interests  in and upon the Real Property  and  Personal
Property   in   accordance  with  the  terms  of   the   Security
Instruments.
     
     SECTION 2.11 Loan Origination Fee.  As consideration for the
Associations making the Loan to Borrowers, Borrowers shall pay to
each  Association its Proportionate Share of the Loan Origination
Fee.

     SECTION 2.12 Other Fees and Costs.  Borrowers shall pay  all
expenses,  taxes  and  fees  incurred  in  connection  with   the
documentation,  underwriting and closing of  the  Loan  and  this
Agreement,  including,  but  not limited  to,  the  Associations'
attorney's   fees,  recording  fees,  lien  search  fees,   title
insurance  premiums,  appraisal fees,  survey  costs,  and  other
reasonable fees and expenses as may be required.

     SECTION  2.13 ACA Stock and Right of Setoff. The  ACA  Stock
and  all future allocated surplus or other equities owned in each
of the Associations are subject to the risk of capital impairment
and  shall  be  retired at the sole discretion  of  each  of  the
Association's  board  of  directors.   The  Associations  have  a
statutory  first  lien  on the ACA Stock as  Collateral  for  the
Syndication  Notes as provided under the Act.  Ownership  of  ACA
Stock,  and  all  allocated surplus and other  equities  will  be
evidenced  by  entries recorded in the books of the Associations.
Orange-co,  Inc.  shall  be designated  as  the  member  of  each
Association  and  owner  of  the  ACA  Stock.  Borrowers   hereby
acknowledge  that Associations are authorized to  exercise  their
right of set-off against the ACA Stock, and any allocated surplus
stock,  or  other equities in the Associations, now or  hereafter
owned  by  any Borrower, upon an Event of Default and as provided
in the Act.

     SECTION  2.14  Monies  of  Borrowers/Associations  Right  of
Setoff.   Borrowers hereby grant to the Associations a  right  of
setoff  with  respect to any other amounts held  by  any  of  the
Associations  in any interest reserve or funds held  accounts  or
other  monies  of any Borrower in the possession of  any  of  the
Associations,  to secure and as Collateral for, the  payment  and
performance  of the Obligations.  The Associations  may,  at  any
time upon the occurrence of an Event of Default, unless the Event
of  Default is cured as provided in Article VIII hereof,  without
demand  or  further  notice, appropriate and setoff  against  and
apply  the  same  to the Obligations when and as the  Obligations
become  due and payable.  All such set offs shall be remitted  by
Associations  to  Agent for distribution to the Associations  for
each Association's Proportionate Share thereof.

     SECTION  2.15  Maximum Legal Interest Rate.  Notwithstanding
anything herein or in any Loan Document to the contrary, the  sum
of  all  interest  and  all other amounts deemed  interest  under
Florida  or  other applicable law which may be collected  by  the
Associations  hereunder  shall  not  exceed  the  maximum  lawful
interest  rate  permitted by such law from  time  to  time.   The
Associations  and  Borrowers  intend  and  agree  that  under  no
circumstance shall Borrowers be required to pay interest  on  the
Loan  or  on  any other Obligations at a rate in  excess  of  the
maximum  interest rate permitted by applicable law from  time  to
time,  and in the event any such interest is received or  charged
by  the  Associations in excess of that rate, Borrowers shall  be
entitled to an immediate refund of any such excess interest by  a
credit   to  and  payment  toward  the  unpaid  balance  of   the
Obligations  (such credit to be considered to have been  made  at
the  time of the payment of the excess interest) with any  excess
interest  not so credited to be immediately paid to Borrowers  by
the Associations.
     

                           ARTICLE III
                      CONDITIONS TO CLOSING

     Subject  to the compliance with the terms of this Agreement,
the  Associations shall make the Loan to Borrowers in  accordance
with   the  terms  hereof.   The  obligation  of  each   of   the
Associations  hereunder is expressly conditioned  upon  Borrowers
executing   and  delivering,  or  causing  to  be  executed   and
delivered,  to Agent the following Loan Documents and photocopies
or  originals,  as appropriate, of all documents,  certifications
and   information   listed  below,  all  in  form   and   content
satisfactory   to  the  Associations,  along  with   such   other
documents,  items  or  instruments as the Associations  or  their
attorneys, may reasonably require:

     SECTION  3.1 The Opinion Letter.  An Opinion of  counsel  of
Borrowers, who must be an attorney-at-law licensed to practice in
the  State  of  Florida, which shall meet  the  criteria  of  the
Reports  on  Standards for Opinion of Florida Legal  Counsel  for
Business  and Real Estate Transactions dated June,  1997  and  be
otherwise  acceptable  to  Associations  and  their  counsel  and
contain at least the following opinions:
     
     (a)   That  each Borrower is duly incorporated  and  validly
existing  under  Florida law and in good standing  and  that  the
execution  and delivery of the Loan Documents and the closing  of
the  Loan  have  been duly authorized by all necessary  corporate
action on the part of each Borrower.
     
     (b)   That  each  Borrower  has the unrestricted  right  and
capacity to execute and deliver each of the Loan Documents to  be
executed and delivered by each Borrower and that no Borrower  has
executed any documents of any kind, including any prior  loan  or
bonded indebtedness documents, which would prohibit the execution
and delivery of the Loan Documents incident to this Agreement.
     
     (c)   That  each  Borrower  has all  licenses,  permits  and
approvals  from all applicable governmental authorities necessary
to  use  and to operate such Borrower's business for the specific
purpose  contemplated  by such Borrower and  represented  to  the
Associations.
     
     (d)  The Syndication Notes and all other Loan Documents have
been duty authorized, executed and delivered by each Borrower and
are the legal, binding, valid and enforceable obligations of each
Borrower in accordance with their respective terms, except as the
enforcement  of  them  may be limited by bankruptcy,  insolvency,
moratorium and other applicable debtor relief laws.
     
     (e)  That to the best of such counsel's knowledge, there are
no  undisclosed  material legal actions or proceedings  involving
pending  or threatened against, or with reference to any Borrower
or   the   Collateral,  before  any  court,  quasi  judicial   or
administrative body or regulatory agency.
     
     (f)   That the Loan does not violate in any manner the usury
laws  of  the  State of Florida, and the manner  and  payment  of
interest under the Loan and all charges required to be paid under
the  Loan  (including  any  prepaid  interest,  service  charges,
participation  payments, reserved interest, additional  interest,
loan  commitment fees, loan processing fees, broker's  fees,  and
other  charges  contemplated, if any)  are  neither  illegal  nor
usurious under the laws of the State of Florida.
     
     (g)   The  execution and delivery of the Loan  Documents  by
each Borrower does not violate, conflict with, result in a breach
of  or  default  under any applicable statute, regulation,  rule,
order or other legal requirement applicable to each such Borrower
(or  any  of  them),  or  any agreement by  which  any  of  their
properties are bound, or result in the creation of any imposition
of  any  lien,  charge  or encumbrance upon  the  assets  of  any
Borrower other than as contemplated by this Agreement.
     
     (h)        All  taxes and recording, registration or  filing
fees  required  to be paid to any authority with respect  to  the
execution,  recording,  registration or  filing  of  any  of  the
documents  securing  the  Loan  have  been  duly  paid  in  fall,
including  all  documentary  stamp taxes  and  intangible  taxes,
payable  incident to the Syndication Notes, the  Future  Advance,
and the Supplemental Mortgage.
     
     (i)   Such  other  matters and opinions as the  Associations
and/or their counsel may reasonably require.

     SECTION  3.2  Corporate Documents.  As to each  Borrower,  a
certificate from the Florida Secretary of State stating that such
corporation  is  in  good standing and that corporate  taxes  are
current, and a certificate from such corporation stating that (a)
the corporation is in good standing with all license, income, and
franchise  taxes paid; (b) no proceeding for the  dissolution  or
liquidation of any Borrower is in effect; (c) a resolution (which
shall  be  stated  verbatim  in the certificate)  has  been  duly
adopted  by such corporation's Board of Directors and remains  in
full  force  and effect specifically authorizing such corporation
to  borrow under the Loan, and authorizing certain named officers
to  execute  and  deliver documents on behalf of  and  bind  each
corporation;  and  (d) copies of each corporation's  Articles  of
Incorporation  filed  with  the  Secretary  of  State   and   all
amendments  thereto, the By-Laws of the corporation currently  in
effect,  and  any  shareholders agreements currently  or  in  the
future  affecting  the  control,  voting  rights,  ownership   or
transfer of the shares of the stock of the corporation which  are
attached to the certificate as true and correct copies.

       SECTION   3.3   Additional  Documentation.    Such   other
documentation as the Associations may reasonably require.

      SECTION 3.4 Survey.  A copy of the most recent surveys  and
legal descriptions of the Real Property that any Borrower has  in
its  possession  accompanied by an affidavit  of  an  officer  of
Orange-co,   Inc.,  attesting  to  the  absence  of   change   in
boundaries, encroachments and overlaps of the Real Property.

     SECTION 3.5 Title Commitments.
     
     (a)   A title commitment to endorse the First Mortgage Title
Insurance Policy  increasing the coverage by $2,000,000.00 issued
by  Chicago  Title  Insurance Company (the "Title  Company")  and
including copies of all exceptions to coverage.  The policy  must
(1)  guarantee that the Future Advance to the First  Mortgage  is
the  first lien on the Real Property; (2) name Southwest and  its
successors  and/or  assigns as the insured; (3)  name  Orange-co,
Inc.  as  the  fee simple title holder to the Real Property;  (4)
contain  only  the  Permitted Exceptions; and  (5)  provide  such
affirmative coverage's and endorsements as may be required by the
Associations or the Associations' counsel.
     
     (b)  A title commitment to issue a mortgagee title insurance
policy in the principal sum of not less than $1,500,000.00 issued
by  the  Title  Company,  agreeing  to  insure  the  Supplemental
Mortgage in favor of South, as a valid lien on the Real Property,
subject  only  to  the recording of the First  Mortgage  and  the
Permitted  Exceptions and shall show Orange-co, Inc. as  the  fee
simple   title  holder  to  the  Real  Property.   In   addition,
commitment  shall  provide  for such affirmative  coverage's  and
endorsements  as  may  be  required by the  Associations  or  the
Associations'  counsel.   The final  mortgagee  policy  shall  be
issued to South within thirty (30) days from the date of closing.

     SECTION  3.6  Environmental.  Borrowers  shall  complete  an
Environmental Hazards Assessment Form ("ENV-1").   In  the  event
the  completed  ENV-1 or the appraiser's report  (required  under
Section  3.10  hereof)  reveals evidence of Hazardous  Substances
contamination   on   the  Real  Property  or   threat   of   such
contamination  from adjoining property, the Associations  reserve
the right to withdraw their commitment to make the Loan.
     
     SECTION 3.7 Regulatory Compliance.  Evidence satisfactory to
the  Associations  that: (1) all governmental zoning  ordinances,
restrictive   covenants,  comprehensive  plan  provisions,   land
development regulations, concurrency management regulations,  and
zoning  issues  affecting the Real Property  have  been  complied
with;  and (2) all water use permits and surface water management
permits  are  in full force and effect and have been pledged  for
the Loan.

     SECTION   3.8   Access.    Evidence  satisfactory   to   the
Associations which establishes legal ingress and egress from  the
Real Property to a publicly dedicated roadway. This access in any
event   must  be  reflected  on  the  surveys  provided  to   the
Associations and must be adequate for the Real Property  and  its
intended   use  as  determined  by  the  Associations  in   their
discretion.   If the access is by private easement  the  easement
must be insured under the Title Policies

     SECTION 3.9 The Following Policies of Insurance:
     
     (a)  Public liability insurance in the minimum amount of
$1,000,000.00.
     
     (b)   At all times, if any improvements on the Real Property
are  located  in  a  special flood hazard zone,  Borrowers  shall
obtain  and  maintain  flood  insurance  in  form  and  substance
acceptable  to the Associations, designating the Associations  as
an additional loss payee, in an amount equal to the lesser of the
outstanding  balance of the Loan or the maximum amount  available
and otherwise in form and substance approved by the Associations,
including  a  standard  noncontributing mortgagee  clause  and  a
standard subrogation clause.
     
     (c)   Business interruption insurance and insurance covering
such other risks as the Associations may require;
     
     (d)   Such  other insurance policies with such coverages  as
are normally maintained by persons engaged in business similar to
Borrowers.
     
     As  to all such policies, the Associations must be named  as
mortgagee and loss payee, as applicable, and shall be entitled to
receive  thirty (30) days advance written notice of  cancellation
or material change.  An original policy, a certified true copy of
the  policy  or  a  certificate evidencing  the  policy  must  be
obtained  prior  to  closing of the Loan.  All  insurance  policy
requirements  shall  be maintained in good  standing  during  the
entire term of the Loan.  All insurance companies furnishing  the
coverage must be acceptable to the Associations.

      SECTION  3.10 Appraisal.  An appraisal of the Real Property
satisfactory to the Associations.

      SECTION  3.11  Additional Documentation.  The  Associations
shall  have received such other documentation as the Associations
may reasonably require.

     In  addition  to the above requirements, the obligations  of
the Associations to close the Loan and make any Advance under the
Syndication  Notes are subject to compliance with  the  following
additional conditions precedent:

     SECTION  3.12  No  Default.  On the date  hereof,  Borrowers
shall  be  in  compliance with all the terms and  provisions  set
forth  in  the  Loan Documents on their part to  be  observed  or
performed,  and  no Event of Default or Potential  Default  shall
have occurred and be continuing at such time.

     SECTION  3.13 Loan Documents.  Borrowers shall have executed
and  delivered or caused to be delivered to the Associations,  in
fully  executed  form,  all  the  Loan  Documents,  in  form  and
substance  satisfactory to the Associations, as the  Associations
may  request and all of the Loan Documents shall be in full force
and effect.

      SECTION 3.14 Payment of closing fees, the loan fees and all
costs of closing shall have been paid.


                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

      Borrowers represent and warrant to each of the Associations
(which representations and warranties shall survive the execution
and delivery of the Loan Documents) that:

     SECTION 4.1 Organization, Powers, etc.  Each Borrower (i) is
a  corporation  duly  organized, validly  existing  and  in  good
standing  under the laws of the State of Florida,  (ii)  has  all
requisite  power and authority to own its properties  and  assets
and to carry on its business as now conducted and proposed to  be
conducted, (iii) is duly qualified to do business and is in  good
standing  in  every jurisdiction in which the  character  of  its
properties  or  assets  owned or the  nature  of  its  activities
conducted  makes such qualification necessary, and (iv)  has  the
power  and  authority to execute and deliver, and to perform  its
obligations under the Loan Documents.

     SECTION  4.2 Authorization of Loan for Borrowers, etc.   The
execution, delivery and performance of the Loan Documents by each
Borrower (a) has been duly authorized by all requisite action and
(b)   will  not  (i)  violate  (A)  any  provision  of  law,  any
governmental  rule  or  regulation, any  order,  writ,  judgment,
decree, determination or award of any court, arbitrator or  other
agency of government, (B) the Articles of Incorporation or Bylaws
of  any Borrower or (C) any provision of any indenture, agreement
or  other instrument to which any Borrower is a party or by which
it  or  any  of its properties or assets are bound,  (ii)  be  in
conflict  with,  result in a breach of or  constitute  (with  due
notice  or  lapse  of  time or both) a  default  under  any  such
indenture, agreement or other instrument, or (iii) result in  the
creation or imposition of any lien, charge or encumbrance of  any
nature  whatsoever upon any of the properties or  assets  of  any
Borrower other than as permitted by the terms hereof.

     SECTION  4.3  Binding Effect.  This Agreement  is,  and  the
Syndication  Notes  and the other Loan Documents  when  delivered
hereunder  will be legal, valid and binding obligations  of  each
Borrower,  enforceable against each Borrower in  accordance  with
their  respective  terms,  except (a) as  enforceability  may  be
limited by any applicable bankruptcy, insolvency, reorganization,
moratorium  or  similar  laws  affecting  the  enforceability  of
creditors  rights; and (b) as enforceability may  be  limited  or
qualified  by general principles of equity, whether raised  in  a
proceeding at law or equity.

     SECTION 4.4 Tax Payments.  All federal, state and local  tax
returns  and reports of each Borrower required to be  filed  have
been   filed,  and  all  taxes,  assessments,  fees   and   other
governmental  charges upon each Borrower, or  upon  any  of  such
Borrower's properties, assets, incomes or franchises,  which  are
due and payable in accordance with such returns and reports, have
been paid, other than those presently (a) payable without penalty
or  interest,  or (b) contested in good faith and by  appropriate
and  lawful  proceedings  prosecuted diligently.   The  aggregate
amount of the taxes, assessments, charges and levies so contested
is  not  material to the condition (financial or  otherwise)  and
operations  of  any  such Borrower.  The charges,  accruals,  and
reserves  on  the books of each Borrower in respect  of  federal,
state and local taxes for all fiscal periods to date are adequate
and  no  Borrower  knows  of  any  other  unpaid  assessment  for
additional  federal,  state or local taxes for  any  such  fiscal
period or of any basis therefore.

     SECTION 4.5 Agreements.
     
     (a)   No  Borrower  is a party to any agreement,  indenture,
lease  or instrument or subject to any charter or other corporate
restriction  or  any  judgment, order, writ, injunction,  decree,
rule  or  regulation  materially  and  adversely  affecting   its
business,  properties, assets, operations or condition (financial
or  otherwise).  There are no unrealized losses with  respect  to
any such agreement, indenture, lease or instrument.
     
     (b)   No Borrower is a party to, or otherwise subject to any
provision contained in, any instrument evidencing indebtedness of
such  Borrower,  any  agreement relating  thereto  or  any  other
contract  or  agreement which restricts or otherwise  limits  the
incurring  of the Obligations to be evidenced by the  Syndication
Notes.
     
     (c)    No   Borrower  is  in  default  in  the  performance,
observance  or  fulfillment of any of the  material  obligations,
covenants  or  conditions contained in any material agreement  or
instrument to which it is a party.
     
     (d)   Each  Borrower enjoys lawful, peaceful and undisturbed
possession  in  all  material respects to all permits,  licenses,
trade  names,  trade marks, services marks and  patents  used  or
whose use is contemplated in the operation of its business.  Each
Borrower  enjoys lawful, peaceful and undisturbed  possession  in
all  material respects under all leases as to which such Borrower
is  a lessee and all such leases are valid and subsisting and  in
full force and effect.

     SECTION 4.6 Financial Statements.

      (a)   Each  Borrower  has furnished the  Associations  with
financial  statements  year  ending  September  30,  1997.   Such
financial statements including any related schedules and/or notes
are  true  and  correct in all material respects  and  have  been
prepared in accordance with GAAP and show all liabilities, direct
and  contingent, of each such Borrower required to  be  shown  in
accordance  with  such  principles.  The  balance  sheets  fairly
present  the condition of each Borrower as at the dates  thereof,
and the profit and loss and surplus statements fairly present the
results  of  the  operations of each  Borrower  for  the  periods
indicated.

     (b)   Since the date of the Financial Statements, there have
been  no  material undisclosed adverse changes in the  actual  or
anticipated  assets, liabilities, financial condition,  business,
operations, affairs or prospects (financial or otherwise) of  any
Borrower  from  that  set  forth or reflected  in  the  Financial
Statements,  other  than  changes  in  the  ordinary  course   of
business, none of which have been, either in any case or  in  the
aggregate, materially adverse.

     SECTION  4.7  Litigation, etc.  Except as disclosed  in  the
Financial   Statements,   there  are  no   undisclosed   actions,
proceedings or investigations pending or, to the knowledge of any
Borrower,  threatened,  against any  Borrower  or  affecting  any
Borrower  (or  any  basis therefor known to any Borrower)  which,
either  in  any  case or in the aggregate, might  result  in  any
material  adverse  change in the financial  condition,  business,
prospects,  affairs  or  operations of any  Borrower  or  in  any
Borrower's properties or assets, or in any material impairment of
the  right  or ability of any Borrower to carry on its operations
as  now conducted or proposed to be conducted, or in any material
liability  on  the part of any Borrower and none which  questions
the  validity of this Agreement, the Syndication Notes or any  of
the other Loan Documents or of any action taken or to be taken in
connection with the transactions contemplated hereby or thereby.

     SECTION  4.8  Violation of Judicial or Governmental  Orders,
Laws,  Ordinances  or  Regulations.  No  Borrower  knows  of  any
violation nor has any notice of a violation of any court order or
of   any  law,  regulation,  ordinance,  rule,  order,  code,  or
requirement  of  any  governmental authority having  jurisdiction
over any Borrower that may detrimentally affect the business  and
operation of any Borrower.

     SECTION 4.9 Insurance. Borrowers maintain insurance coverage
on  the  Collateral  naming the Associations as  loss  payee  and
additional insured as its interests may appear.

     SECTION  4.10  No  Outstanding Debt.  No  Borrower  has  any
outstanding  debt,  except for: (i) the  Loan;  (ii)  liabilities
shown on the Financial Statements; and (iii) other obligations in
the  nature  of  trade payables incurred by  Borrowers  in  their
ordinary course of business.

     SECTION  4.11 Priority of Liens and Security Interest.   The
Security  Interest and liens granted to the Associations  in  the
Collateral shall be and are a perfected first and second liens in
the Real Property and Personal Property, there are no other liens
or   security  interests  in  the  Collateral  except  for  liens
expressly permitted or provided in this Agreement, and there will
be no other security interests or other liens upon the Collateral
during the term of the Loan without the prior written consent  of
the Associations.

     SECTION 4.12 Solvency. After giving effect to the funding of
the Loan, the application of the proceeds thereof as contemplated
by  this Agreement and the Loan Documents, and the payment of all
estimated  banking,  legal, accounting  and  other  fees  related
thereto, each Borrower is solvent.

      SECTION  4.13  Executive Offices And Location  of  Records.
Orange-co, Inc.'s Principal Place of Business is located at  2020
U.S.  Highway 17, South, Bartow, FL  33830, and all of its  books
and  records  are  and shall be maintained there.   Orange-co  of
Florida,  Inc.'s Principal Place of Business is located  at  2020
U.S.  Highway 17, South, Bartow, FL  33830, and all of its  books
and records are and shall be maintained there.

     SECTION  4.14  Investment Companies Act. No Borrower  is  an
"investment  company"  or  a  company  "controlled"  by,  or   an
"affiliated  person" of, or "promoter" or "principal underwriter"
for,  an  "investment company" (as each of the  quoted  terms  is
defined  or  used  in  the Investment Company  Act  of  1940,  as
amended).   The  making  of  the Loan by  the  Associations,  the
application  of the proceeds and repayment thereof  by  Borrowers
and  the  consummation of the transactions contemplated  by  this
Agreement will not violate any provision of such act or any rule,
regulation  or  order  issued  by  the  Securities  and  Exchange
Commission thereunder.

     SECTION  4.15 Racketeer Influenced and Corrupt Organizations
Act.  No Borrower has ever been and is not now engaged, and  will
not   engage,   directly  or  indirectly,  in  any   pattern   of
"racketeering  activity" or in any "collection  of  any  unlawful
debt," as each of the quoted terms or phrases is defined or  used
by  the  Racketeer Influenced and Corrupt Organization(s) Act  of
either  the  United  States or the State of  Florida,  Title  18,
United  States  Code,  Section 1961  et,.seg.  and  Chapter  895,
Florida  Statutes, respectively, as each act  now  exists  or  is
hereafter  amended  (the "RICO Lien Acts").  No  Borrowers'  real
property, interest or interests of any kind, including beneficial
interest  or interests, mortgages and leases, in or on  the  Real
Property  and Personal Property, including money, has ever  been,
is  now, or is any way reasonably anticipated by any Borrower  to
become,  subject  to  the any lien, notice,  civil  investigative
demand, action, suit or any proceeding pursuant to the RICO  Lien
Acts.

     SECTION  4.16 Regulatory Compliance.  Each Borrower  has  in
the past complied with and is presently complying in all material
respects with all laws applicable to such Borrower's business.

     SECTION  4.17  Real  Property.   Except  for  the  Permitted
Exceptions, the Real Property is free and clear of all liens  and
other adverse claims of any nature, and Orange-co, Inc. has  good
and  marketable fee simple title to the Real Property.  Upon  the
execution  and  delivery  of the Loan  Documents,  including  the
Future   Advance  and  Supplemental  Mortgage,  except  for   the
Permitted  Exceptions,  Southwest will  have  a  perfected  first
mortgage  in  the Real Property and South will have  a  perfected
mortgage  lien  upon  the Real Property.  There  are  no  matters
pending  against  any  Borrower or the Real Property  that  could
result  in  a  change  of the status of the  title  to  the  Real
Property during the period of time between the effective date  of
the  title  commitments for both the Future Advance to the  First
Mortgage and the Supplemental Mortgage, and the recording of  the
Future  Advance  and  Supplemental Mortgage (herein  the  "Gap").
Borrowers  covenant that Borrowers will not  commit  any  act  or
permit  any act to be committed that might result in a change  in
the  status of the title to the Real Property during the Gap, and
Borrowers shall indemnify the Associations, as well as the  Title
Agent  and  the  title insurance underwriter  issuing  the  title
commitments and policies, from all costs and expenses  (including
reasonable attorney fees) suffered as a result of a change in the
status of the title to the Real Property during the Gap.

     SECTION 4.18 Use of Loan.  The proceeds of the Loan shall be
used  exclusively for the purposes set forth in  Article  Two  of
this Agreement.

     SECTION  4.19  ERISA Compliance. Each Borrower has  complied
with  and  will  continue to comply with the Employee  Retirement
Income Security Act of 1974, as amended, (ERISA).

     SECTION  4.20  Fair Labor Standards Act.  Each Borrower  has
complied  with, and will continue to comply with, the  provisions
of  the Fair Labor Standards Act of 1938, 29 U.S.C. Section  200,
et  seq.,  as  amended from time to time (the "FLSA"),  including
specifically,  but without limitation, 29 U.S.C. Section  215(a).
This representation and warranty, and each reconfirmation hereof,
shall  constitute written assurance from each Borrower, given  as
of  the  date  hereof and as of the date of each  reconfirmation,
that  each  Borrower  has complied with the requirements  of  the
FLSA,  in  general, and 29 U.S.C. Section 215(a)(1)  thereof,  in
particular.

     SECTION  4.21 Communication with Accountants. Each  Borrower
authorizes  Agent  to communicate directly with  each  Borrower's
independent  certified public accountants  and  authorizes  those
accountants to disclose to Agent any and all financial statements
and  other  information  of any kind,  including  copies  of  any
management  letter  or  substance  of  any  oral  information  or
conversation that such accountants may have with respect  to  any
Borrower's  business,  financial conditions  and  other  affairs.
Agent shall treat information so obtained as confidential, except
that  Borrowers consent to the disclosure of such information  to
the Associations.

     SECTION  4.22 Hazardous Substances.  There are no  Hazardous
Substances  on or under the Real Property and Borrowers  are  not
now engaged in any litigation, proceedings or investigations, nor
does any Borrower have any knowledge of any pending or threatened
litigation, proceedings or investigations regarding the  presence
of Hazardous Substances on the Real Property which will result in
any material adverse change to the value of the Real Property  or
in the financial condition of any Borrower.

     SECTION   4.23  Zoning.   Ordinances.   Similar   Laws   and
Standards.   The Real Property is currently zoned  for  the  uses
intended  and  complies  with all applicable  zoning  ordinances,
concurrency  requirements, regulations and restrictive  covenants
affecting  the  Real Property.  Further, the  uses  of  the  Real
Property  presently comply and will continue to comply  with  all
governmental   laws,  regulations,  ordinances,  rules,   orders,
standards  and  codes and with all hazard insurance underwriters'
standards,  without  reliance on any variance  or  other  special
exemption or provision.

     SECTION 4.24 Utilities.  All utility services necessary  for
the  use  and the operation of the Real Property for its intended
purpose,  are  available  at  the  boundary  lines  of  the  Real
Property.

      SECTION  4.25 Eminent Domain.  No condemnation  or  eminent
domain  proceedings have been commenced or, to the  knowledge  of
any Borrower, are threatened against the Real Property.

     SECTION   4.26   Governmental  Permits.   All   governmental
permits,  approvals, consents, and other authorizations  required
in  connection  with the use of the Real Property, including  all
surface water management permits and water use permits have  been
or  will  be  obtained before the Associations are  obligated  to
advance proceeds of the Loan to Borrowers, and Borrowers shall at
Agent's  request,  deliver copies of  all  such  permits  to  the
Associations  on  or  before the date that the  Associations  are
obligated to advance proceeds of the Loan to Borrowers.

      SECTION 4.27 Access. All of the Real Property has access to
a publicly dedicated road right-of-way.

     SECTION  4.28  Usury.  The amounts to  be  received  by  the
Associations  which  are or which may be deemed  to  be  interest
under any of the Loan Documents or otherwise in  connection  with
the  transactions described herein constitute lawful interest and
are  not  usurious  or illegal under the laws  of  the  State  of
Florida,  and no aspect of the transaction contemplated  by  this
Agreement is or will be usurious.

     SECTION 4.29 Borrower Setoffs.  No Borrower has, as  of  the
date hereof, any defenses, counterclaims, or setoffs with respect
to  any  sums  to be advanced under this Agreement or  under  any
other loan between Borrowers and any of the Associations

     SECTION  4.30 Disclosure and No Representation, Warranty  or
Document  Untrue.  To the best of each Borrower's  knowledge,  no
representation or warranty made by any Borrower contained herein,
the  Loan  Documents,  or in any certificate  or  other  document
furnished or to be furnished by any Borrower pursuant hereto,  or
which  will  be  made  by  any Borrower  from  time  to  time  in
connection  with the Loan Documents (a) contains or will  contain
any  misrepresentation or untrue statement of fact, or (b)  omits
or  will  omit to state any material fact necessary to  make  the
statements therein not misleading, unless otherwise disclosed  in
writing  to  the  Associations.  There is no fact  known  to  any
Borrower  which adversely affects, or which might in  the  future
adversely  affect, the business, assets, properties or condition,
financial or otherwise, of any Borrower, except as set  forth  or
reflected in the Loan Documents or otherwise disclosed in writing
to the Associations.

     SECTION  4.31  Continuation  and Investigation.   Borrowers'
warranties  and representations contained in this  Agreement  are
and  shall remain correct and complete until the Loan is paid  in
full.   All representations, warranties, covenants and agreements
made  to or with the Associations by or on behalf of, or  at  the
request of any Borrower in connection with this Agreement may  be
relied  upon  by the Associations notwithstanding any independent
investigation made by or on behalf of the Associations.

     SECTION 4.32 No Subsidiaries.  No Borrower has Subsidiaries,
except as set forth on Exhibit "C".

      SECTION  4.33  Survival.   All of the  representations  and
warranties  set  forth in this Article shall  survive  until  all
Obligations are satisfied in full.


                            ARTICLE V
                FINANCIAL COVENANTS OF BORROWERS

     Borrowers  covenant,  for so long as any  of  the  principal
amount of or interest on the Syndication Notes is outstanding and
unpaid or any duty or obligation of Borrowers hereunder or  under
any other Obligation remains unpaid or unperformed, as follows:

     SECTION 5.1 Financial Records.  Borrowers at all times  will
keep  proper  and  adequate  records  and  books  of  account  in
accordance with GAAP, in which the full, true and correct entries
will  be  made  of its transactions and which will  properly  and
correctly  reflect all items of income and expense in  connection
with  the operation of Borrowers' business regardless of  whether
such income or expense is realized by any Borrower.

     SECTION  5.2  Delivery  of Financial  Statements.  Borrowers
shall  deliver or secure the delivery to Agent (and each Borrower
authorizes delivery by Agent to each of the Associations)  copies
of each of the following:

     (a)   As  soon as practicable and in any event within  fifty
(50)  days  after the end of each fiscal calendar quarter  during
the  term  of this Agreement, the consolidated balance sheet  for
Borrowers  as of the end of such period and the related statement
of  income for such quarter and cumulative year-to-date,  all  in
reasonable  detail  and  satisfactory in scope  certified  by  an
authorized  financial  officer of Orange-co,  Inc.,  prepared  in
accordance  with GAAP.  Copies of Orange-co, Inc.'s 10-Q  Reports
filed  with  the  Securities  and  Exchange  Commission  may   be
delivered  to Agent in lieu of the quarterly financial statements
provided   for  herein  provided,  however,  that  an  authorized
financial  officer of Orange-co, Inc. will provide Agent  with  a
certification thereof as to the accuracy of such reports;

     (b)   As soon as practicable and in any event within ninety-
five  (95)  days  after  each Fiscal Year end,  combined  audited
Financial  Statements of Borrowers prepared  in  accordance  with
GAAP  (consisting of an income statement, balance sheet,  changes
in  capital position and a reconciliation of net worth, including
all  normal  and  reasonable financial notes and further  setting
forth  such  changes  in financial position,  in  each  case,  in
comparative  form  figures for the corresponding  period  in  the
preceding  fiscal  year) that are certified  by  and  contain  an
opinion  from certified public accountants of recognized national
standing  reasonably  acceptable  to  the  Associations,  all  in
reasonable   detail  and  further  certified  by  an   authorized
financial  officer  of  each Borrower  as  to  accuracy  of  such
reports;

     (c)       Borrowers will provide Agent with copies of all 10-
K  Reports filed with the Security and Exchange Commission within
fifteen (15) days of filing of such reports.

     (d)  Together with each delivery of those items required  in
clauses  (a) and (b) above, Borrowers shall deliver  to  Agent  a
certificate  executed by the an authorized financial  officer  of
each  Borrower, containing computations indicting compliance with
the  financial  covenant ratios contained in this Agreement  and,
stating  that to the best such officer's knowledge, (i) Borrowers
have  kept,  observed,  performed and fulfilled  each  and  every
Agreement binding upon them contained in the Loan Documents,  and
is  not  at  the  time  in  default of the  keeping,  observance,
performance  or  fulfillment of any of the terms, provisions  and
conditions  thereof; and (ii) that none of the Events of  Default
or  Potential Defaults, have occurred, or if they have  occurred,
specifying all such defaults or potential defaults of  which  the
officer may have knowledge.

      (e)        With reasonable promptness, such other data  and
information  as from time to time may be reasonably  required  by
the Associations.

     SECTION  5.3 Accounting, Financial Statements of  Affiliates
and  Subsidiaries.  The Subsidiaries and Affiliates will  deliver
to  Agent (and Borrower authorizes delivery by Agent to  each  of
the Associations) copies of the following:

       (a)  With reasonable promptness, such data and information
as   from  time  to  time  may  be  reasonably  required  by  the
Associations.
          
     SECTION 5.4 Financial Covenants. Borrowers shall observe the
following financial covenants:

     (a)  Borrowers agree to maintain, on a consolidated basis, a
minimum Tangible Working Capital of $10,000,000.00.

     (b)  Borrowers agree to maintain a Current Ratio of not less
than 1.5 to 1.0.

     (c)  Borrowers agree, on a consolidated basis, not to exceed
a Debt to Equity Ratio of 0.85 to 1.0.

      (d)  The financial covenants required under this Subsection
shall  be  measured as of the last day of each fiscal quarter  of
Borrowers.  The financial covenants of this Subsection  shall  be
computed without regard to deferred tax balances as set forth  in
FASB Standard 109.

      SECTION  5.5 Quarterly Certification. Quarterly,  Borrowers
shall  furnish  Agent  with  a  Certificate  from  an  authorized
financial officer of each Borrower that no Borrower is in default
of  any covenant or obligation under this Agreement or under  any
other loan to which Borrowers, or either of them, are a party, or
in  the event a default does exist, Borrowers shall furnish  such
information as is required under Section 6.3 of this Agreement.

     SECTION 5.6 Changes in Accounting Methods.  Neither Borrower
will  amend  or  change its accounting methods or practices,  its
depreciation or amortization policy or rates, or its fiscal  year
end  from  that  in  existence as of the date  of  the  Financial
Statements, except as required to comply with GAAP.


                           ARTICLE VI
             OTHER AFFIRMATIVE COVENANTS OF BORROWER

     SECTION  6.1  Inspection. Borrowers  will  permit  Agent  or
Agent's  designated  representative to (i)  visit  any  Place  of
Business,  (ii)  inspect the Collateral, (iii) inspect  and  make
extracts  from Borrowers books and records, and (iv) discuss  the
affairs, finances and accounts of any Borrowers with the officers
of  Borrowers, all at such reasonable times and as often  as  may
reasonably be requested.

     SECTION 6.2 Maintenance of Legal Existence: Compliance  with
Laws.  Each Borrower shall at all times preserve and maintain  in
full  force and effect their respective legal existence,  powers,
rights,  licenses, permits and franchises in the jurisdiction  of
its  organization; continue to conduct and operate  its  business
substantially  as conducted and operated during the  present  and
preceding  fiscal  year  of  such  Borrower;  operate   in   full
compliance  with  all  applicable  laws,  statutes,  regulations,
certificates of authority and orders in respect of the conduct of
its  business;  and  qualify and remain qualified  as  a  foreign
organization in each jurisdiction in which such qualification  is
necessary or appropriate in view of its business and operations.

     SECTION  6.3 Notice of Default.  Borrowers shall immediately
notify  Agent  in  writing  upon  the  happening,  occurrence  or
existence of any Event of Default, or Potential Default and shall
provide  Agent  with  such written notice containing  a  detailed
statement by an authorized financial officer of each Borrower  of
all  relevant facts and the action being taken or proposed to  be
taken by each Borrower with respect thereto.

     SECTION 6.4 Maintenance of Properties.  Each Borrower  shall
maintain or cause to be maintained in good repair, working  order
and  condition  the Collateral and all other properties  used  or
useful in their respective businesses and from time to time  will
make  or  cause  to  be made all appropriate  repairs,  renewals,
improvements  and  replacements thereof so  that  the  businesses
carried   on   in  connection  therewith  may  be  properly   and
advantageously conducted at all times.  No Borrower  will  do  or
permit any act or thing which might impair the value or commit or
permit any waste of its properties or any part thereof, or permit
any unlawful occupation, business or trade to be conducted on  or
from  any  of its properties.  To the extent any Borrower  leases
any of its Places of Business, it shall maintain and keep current
at  all  times all leases for said places of business  and  shall
provide  Associations with appropriate Landlord waivers for  such
leased Place of Business.

     SECTION  6.5  Notice of Suit, Proceedings,  Adverse  Change.
Each Borrower shall promptly give Agent notice in writing (a)  of
all  threatened or actual actions or suits (at law or in  equity)
and of all threatened or actual investigations or proceedings  by
or  before  any court, arbitrator or any governmental department,
commission,  board,  bureau,  agency  or  other  instrumentality,
state,  federal or foreign, affecting any Borrower or the  rights
or  other  properties  of  any Borrower  or  (i)  which  involves
potential  liability of any Borrower in an amount  in  excess  of
$50,000.00,  or  (ii)  which the officers  or  directors  of  any
Borrower  believe  in  good  faith is likely  to  materially  and
adversely affect the financial condition of such Borrower  or  to
impair  the  right or ability of such Borrower to  carry  on  its
businesses as now conducted or to pay the Obligations or  perform
its  duties under the Loan Documents; (b) of any material adverse
change in the condition (financial or otherwise) of any Borrower;
and (c) of any seizure or levy upon any part of the properties of
any Borrower under any process or by a receiver.

     SECTION 6.6 Execution and Delivery of Loan Documents.   Each
Borrower  shall execute and deliver to the Associations all  Loan
Documents  to be executed by such Borrower as and when  requested
by the Associations.

     SECTION  6.7  Debts, Taxes and Liabilities.   Each  Borrower
shall  pay  and  discharge  (i)  all  of  its  indebtedness   and
obligations  in  accordance with its terms and  before  it  shall
become  in  default, (ii) all taxes, assessments and governmental
charges  or levies imposed upon it or upon its income and profits
or  against  its properties prior to the date on which  penalties
attach  thereto,  and (iii) all lawful claims which,  if  unpaid,
might  become  a  lien  or  charge upon any  of  its  properties;
provided, however, that no Borrower shall be required to pay  any
such  indebtedness, obligation, tax, assessment, charge, levy  or
claim  which is being contested in good faith by appropriate  and
lawful  proceedings  diligently pursued and  for  which  adequate
reserves  have been set aside on its books.  Each Borrower  shall
also set aside and/or pay as and when due all monies required  to
be  set  aside and/or paid by any federal, state or local statute
or  agency in regard to F.I.C.A., withholding, sales or excise or
other similar taxes.

     SECTION  6.8  Notification of Change  of  Name  or  Business
Location.   Borrowers shall notify Agent of each  change  in  the
name  of any Borrower and of each change of the location  of  any
Place  of  Business  and  the office where  the  records  of  any
Borrower  are  kept,  and,  in  such  case,  shall  execute  such
documents  as the Associations may reasonably request to  reflect
said  change of name or change of location, as the case  may  be;
provided, however, the Principal Place of Business of a  Borrower
and the office where the records of Borrower are kept may not  be
kept  out  of  or removed from Polk County, Florida, without  the
prior written consent of the Associations.

     SECTION  6.9  Compliance With Laws.  Borrowers  will  comply
with  all laws, regulations, rules, ordinances, statutes,  orders
and decrees of any governmental authority or court applicable  to
Borrowers.

     SECTION 6.10 Copies of All Default Notices. Borrowers  shall
promptly  provide the Associations with copies of all notices  of
defaults  or  matters  which will or  become  defaults  upon  the
expiration  of  applicable grace periods under the SunTrust  Loan
Agreement  and  under  any other agreement, contract,  or  lease,
whether  contained  in  the  notice or  not  which  any  Borrower
receives from time to time.

     SECTION 6.11 Further Assurances. Borrowers will, at the cost
of  Borrowers, and without expense to the Associations,  promptly
upon  the  request of the Associations: (a) correct  any  defect,
error or omission which may be discovered in the contents of  any
Loan Documents or in the execution or acknowledgment thereof; (b)
execute,  acknowledge, deliver and record or file such other  and
further  instruments  (including, without limitation,  mortgages,
deeds  or  trusts, security agreements, financing statements  and
specific  assignments of rents or leases)  and  do  such  further
acts, in either case as may be necessary, desirable or proper  in
the  Associations'  opinion to carry  out  more  effectively  the
purposes of the Loan Documents; to protect and preserve the  lien
of  the  First  Mortgage, Supplemental Mortgage and the  Security
Interest  on  the  Collateral subject thereto  and  any  property
intended  by the terms thereof to be covered thereby,  including,
without  limitation,  any renewals, additions,  substitutions  or
replacements  thereto; or protect the Security  Interest  of  the
Associations and the Collateral against the rights or interest of
third parties.  Borrowers hereby appoint Agent as its attorney-in-
fact, coupled with an interest, to take the above actions and  to
perform  such  obligations on behalf of Borrowers, at  Borrowers'
sole   expense,  if  any  Borrower  fails  to  comply  with   its
obligations under this paragraph.

     SECTION 6.12 After Acquired Property.  Without the necessity
of  any further act of  any Borrower or the Associations, subject
to the limitations set forth in any specific Security Instrument,
the  lien  of and the Security Interest created in the Collateral
automatically extends to and include:

      (a)     Any  and all renewals, replacements, substitutions,
accessions,  proceeds,  products  or  additions  of  or  to   the
Collateral,   subject  to  the  limitations  contained   in   the
definition of Farm Products.
          
     (b)  Any and all monies and other property that from time to
time  may  either  by  delivery to the  Associations  or  by  any
instrument,  be subjected to such lien and Security  Interest  by
Borrowers  or  by  anyone  on behalf of Borrowers,  or  with  the
consent of Borrowers, or which otherwise may come into possession
or  otherwise  be  subject  to the control  of  the  Associations
pursuant to the Loan Documents.

     SECTION  6.13 Indemnity.  Borrowers shall indemnify,  defend
and   hold  harmless  the  Associations  from  and  against,  and
reimburse the Associations for, all claims, demands, liabilities,
losses,   damages,  judgments,  penalties,  Costs  and  expenses,
including, without limitation, attorney's fees and disbursements,
which  may be imposed upon, asserted against or incurred or  paid
by  either  the Associations by reason of, on account  of  or  in
connection with any claim or damage occurring in, upon or in  the
vicinity  of  the  Collateral through any  cause  whatsoever,  or
asserted against the Associations on account of any act performed
or omitted to be performed under the Loan Documents or on account
of  any  transaction arising out of or in any way connected  with
the  Collateral or the Loan Documents, except as a result of  the
willful misconduct or gross negligence of the Associations.

      SECTION  6.14  Additional Documents.  From  time  to  time,
Borrowers   shall   provide   Agent  the   following   additional
assurances:
          
     (a)   Preservation of Security.  Borrowers  shall  sign  and
deliver  to  Agent such documents, instruments,  assignments  and
other  writings and do such other acts necessary or desirable  to
preserve  and  protect  the Collateral at any  time  securing  or
intended to secure the Syndication Notes, as the Associations may
reasonably require.

     (b)       Additional Documentation.  Borrowers shall furnish
such  additional and/or updated copies of the documents  required
by Article III above.

      SECTION 6.15 Insurance.  During the term of this Agreement,
Borrowers  shall  maintain  the insurance  coverage  required  by
Article III hereof.

      SECTION 6.16 Application. Each Borrower shall use its  best
efforts to collect the maximum amount of insurance proceeds  (the
"Insurance Proceeds") payable on account of any act or occurrence
of   any  kind  or  nature  which  results  in  damage,  loss  or
destruction  to  the Real Property ("Casualty") and  the  maximum
award  or payment or compensation payable ("Taking Proceeds")  on
account  of  any  action  or  proceeding  which  results   in   a
condemnation or other taking for public or private use of all  or
any  portion  of  the Real Property or which relates  to  injury,
damage, benefit or betterment thereto (a "Taking").  In the  case
of  a  Casualty, the Associations may, at their sole option  make
proof  of loss to the insurer, if not made promptly by Borrowers.
No Borrower shall settle or otherwise compromise any claim of any
Borrower  for Insurance Proceeds or Taking Proceeds  without  the
Associations' prior written consent in any amount  of  more  than
$20,000.00. Each Borrower hereby assigns, sets over and transfers
to  Associations, all Insurance Proceeds and all Taking  Proceeds
and  authorizes payment of such proceeds to be made  directly  to
the Agent for distribution to the Associations.  The Associations
may,  in their sole discretion, apply such proceeds to either  of
the  following,  or any combination thereof: (i) payment  of  the
Syndication  Notes,  either in whole or in  part,  in  any  order
determined by the Associations in their sole discretion; or  (ii)
repair  or replacement, in part or entirely, of any part  of  the
Real  Property or the improvements thereon so destroyed,  damaged
or  taken, in which event the Associations may impose such terms,
conditions and requirements for the disbursements of proceeds for
such  purpose as they, in their sole discretion, deem  advisable;
provided, however that the Associations shall allow the repair or
replacement  of  the  Real Property so long as  the  Associations
determine, in their sole discretion, that no Event of Default  or
Potential   Default  exists  under  the  Loan   Documents.    The
Associations shall not be a trustee with respect to any Insurance
Proceeds  or Taking Proceeds and may co-mingle Insurance Proceeds
or  Taking  Proceeds  with its funds without  obligation  to  pay
interest  thereon.   If  the  Associations  elect  to  allow  any
Borrower  to  use  all  or any portion of the  proceeds  for  the
restoration of the Real Property, the Associations will make such
proceeds available to Borrowers upon such terms and conditions as
the  Associations  deem advisable in the Associations'  sole  and
exclusive discretion.

     SECTION 6.17 Financial Records.  Borrowers at all times will
keep  proper  and  adequate  records  and  books  of  account  in
accordance with GAAP in which the full, true and correct  entries
will  be  made  of its transactions and which will  properly  and
correctly  reflect all items of income and expense in  connection
with the operation of Borrowers' businesses regardless of whether
such income or expense is realized by Borrowers.

     SECTION 6.18 Environmental Compliance.

     (a)    No  Borrower  has  undisclosed  knowledge  after  due
investigation  of  (i)  the presence of any  unlawful  "Hazardous
Substances"  on the Real Property, or (ii) any spills,  releases,
discharges or disposal of Hazard Substances that have occurred or
are  presently  occurring on or onto the  Real  Property  or  any
adjacent properties, or (iii) any spills or disposal of Hazardous
Substances that have occurred or are presently occurring off  the
Real  Property  as a result of any construction or operation  and
use of the Real Property.

     (b)   In  connection with the operation and use of the  Real
Property,  each Borrower represents that, as of the date  of  the
First  Mortgage  and continuing through the date  of  the  Future
Advance   and   Supplemental  Mortgage,  it  has  no  undisclosed
knowledge  of  any  failure to comply with all applicable  local,
state and federal environmental laws, regulations, ordinances and
administrative  and judicial orders relating to  the  generation,
recycling,   re-use,  sale,  storage,  handling,  transport   and
disposal of any Hazardous Substances.

     (c)    Each   Borrower  represents  and  warrants   to   the
Associations that it has duly investigated the present  and  past
uses  of  the  Real  Property and has made  due  inquiry  of  the
appropriate governmental agencies and offices having jurisdiction
over  the  Real Property and the laws regulating the environment,
as  to  whether  the Real Property or any lands in the  immediate
vicinity of the Real Property is or has been the site of, storage
of or contamination by any Hazardous Substances.

     (d)   No  Borrower will use, generate, manufacture, produce,
store,  release, discharge or dispose of on, under or  about  the
Real  Property  or  transport to or from the  Real  Property  any
Hazardous Substance or allow any other person or entity to do so,
except  those  which  are  used  in  accordance  with  applicable
Environmental  Laws and with all required permits  and  approvals
and  consistent with legal agricultural activities  on  the  Real
Property.   Each  Borrower agrees to keep and maintain  the  Real
Property  in  compliance with and shall not cause or  permit  the
Real Property to be in violation of any Environmental Laws; and
     
     (e)   Each Borrower will give prompt written notice  to  the
Associations of the following: (i) any proceeding or  inquiry  by
any  governmental authority (including, without  limitation,  the
Florida  Department  of  Environmental Protection  or  any  local
health  department) with respect to the presence of any Hazardous
Substance on the Real Property or the migration thereof  from  or
to  other lands; (ii) all claims made or threatened by any  third
party  against any Borrower or the Real Property relating to  any
loss  or injury resulting from any Hazardous Substance; and (iii)
any  Borrower's discovery of any occurrence or condition  on  any
lands  adjoining  or  in the vicinity of the Real  Property  that
could  cause the Real Property or any part thereof to be  subject
to  any restrictions on the ownership, occupancy, transferability
or  use of the Real Property under any Environmental Laws or  any
regulation  adopted in accordance therewith, or to  be  otherwise
subject   to   any  restrictions  on  the  ownership,  occupancy,
transferability   or   use  of  the  Real  Property   under   any
Environmental Laws.

     (f)   The  Associations shall have the  right  to  join  and
participate  in,  as  a  party  if  they  so  elect,  any   legal
proceedings   or  actions  initiated  in  connection   with   any
Environmental Laws and have all their attorney's fees, Costs, and
other expenses in connection therewith paid by Borrowers.

     (g)   In  the event that any investigation, site monitoring,
containment,  clean up, removal, restoration  or  other  remedial
work  of  any kind or nature (the "Remedial Work") is  reasonably
necessary  or  desirable  under any applicable  local,  state  or
federal  law  or  regulation,  any  judicial  order,  or  by  any
governmental or non-governmental entity or person because of,  or
in  connection  with,  the current or future presence,  suspected
presence,  release or suspected release of a Hazardous  Substance
in  or  into the air, soil, ground water, surface water  or  soil
vapor  at, on, about, under or within the Real Property  (or  any
portion  thereof) Borrowers shall, within thirty (30) days  after
written  demand  for performance thereof by the Associations  (or
such  shorter  period  of  time as  may  be  required  under  any
applicable law, regulation or agreement), commence to perform  or
cause  to  be  commenced, and thereafter diligently prosecute  to
completion, all such Remedial Work.  All Remedial Work  shall  be
performed  by  one or more contractors, approved  in  advance  in
writing  by  the  Associations and under  the  supervision  of  a
consulting  engineer  approved  in  advance  in  writing  by  the
Associations.  All costs and expenses of such Remedial Work shall
be  paid  by Borrowers including, without limitation, the charges
of  such  contractor  and/or  the consulting  engineer  and  each
Association's  reasonable attorney's fees  and  any  other  Costs
incurred in connection with monitoring or reviewing such Remedial
Work.   In the event that Borrowers shall fail to timely commence
or  cause  to  be commenced or fail to diligently  prosecute  the
completion of such Remedial Work, the Associations may, but shall
not  be required to, cause such Remedial Work to be performed and
all  costs  and  expenses  thereof,  or  incurred  in  connection
therewith,  shall be deemed a Cost and become part  of  the  debt
evidenced  by the Syndication Notes and shall be secured  by  the
First Mortgage and Supplemental Mortgage.

     (h)  Each Borrower hereby agrees unconditionally, absolutely
and  irrevocably  to  indemnify, defend  and  hold  harmless  the
Associations,  their  affiliates,  successors,  assigns  and  the
officers,  directors, employees and agents of  the  Associations,
against and in respect of: (i) any loss, liability, cost, injury,
expense  or  damage  of any and every kind whatsoever  (including
without  limitation, all Costs), which at any time and from  time
to  time  may  be  suffered or incurred in  connection  with  any
inquiry, charge, claim, cause of action, demand or lien  made  or
arising  directly  or  indirectly or  in  connection  with,  with
respect  to or as a direct or indirect result of the presence  on
or  under  or the escape, seepage, leakage, spillage,  discharge,
emission or release from the Real Property into or upon any land,
the atmosphere or any water course, body of water or wetlands  of
any  Hazardous  Substances  including,  without  limitation,  any
losses,   liabilities,  damages,  injuries,  Costs  and  expenses
incurred  in  connection  with removal,  encapsulation  or  other
treatment of Hazardous Substances from or on the Real Property or
claims  asserted or arising under the Environmental Laws  whether
now known or unknown including, without limitation, all; (ii) any
loss  or  damage resulting from a loss of priority of the  Future
Advance or the record First Mortgage due to the imposition  of  a
lien  against  the  Real  Property; (iii)  any  attorney's  fees,
engineering  fees  and/or  charges of any  contractor  or  expert
retained  or consulted in connection, with any inquiry, claim  or
demand  including,  without limitation,  any  costs  incurred  in
connection  with  the  compliance with  such  inquire,  claim  or
demand;  (iv)  any  loss,  liability,  cost,  expense  or  damage
(including,  without  limitation, attorney's  fees)  suffered  or
incurred as a result of, arising out of or in connection with any
failure  of  the  Real  Property to comply  with  all  applicable
Environmental   Laws   and   any   litigation,   proceeding    or
environmental  investigation  relating  to  such  compliance   or
noncompliance; (v) any loss, liability, cost, damage  or  expense
(including, without limitation, court costs and attorney's  fees)
directly  or  indirectly arising from any claim, action,  demand,
cause  of action or damage relating to or in connection with  any
personal  injury  concerning or relating to the presence  of  any
Hazardous Substance on the Real Property.

     (i)    The   provisions   of  and   the   undertakings   and
indemnification  set  out  in this paragraph  shall  survive  the
satisfaction  and release of the Security Instruments  and  shall
continue  to  be the joint and several liability, obligation  and
indemnification of Borrowers, binding upon Borrowers, forever.

     (j)   If  at  any  time or times hereafter the  Associations
employ counsel for advice or other representation with respect to
this  indemnity, to represent the Associations in any  litigation
contest, dispute, suit or proceeding in any way relating to  this
indemnity  or  to  enforce  Borrowers'  obligations  under   this
indemnity,  then  in  all of the foregoing  events,  all  of  the
reasonable  attorney's  fees  and  expenses  arising  from   such
services  and all expenses, Costs and charges in any way  arising
in  connection  therewith or relating thereto shall  be  paid  by
Borrowers to the Associations, on demand.

     (k)   The  representations,  warranties  and  covenants   of
Borrowers  set forth in this paragraph shall continue  in  effect
and,  to  the extent permitted by law, shall survive the transfer
of   title   to   the  Real  Property  pursuant  to   foreclosure
proceedings,  by  deed  in  lieu  of  foreclosure  or  otherwise.
Borrowers   acknowledge  and  agree  that  their  covenants   and
obligations  under this paragraph are separate and distinct  from
their  obligations under the Security Instruments and  any  other
Loan Documents.

     SECTION 6.19 Reappraisal.  If at any time and for any reason
the  Associations,  in  their sole opinion, reasonably  determine
that  the value of the Real Property may have declined or be less
than the Associations previously anticipated, or the Associations
are  required  to  reappraise  the  Real  Property  pursuant   to
regulation  or  direction from Farm Credit Administration,  then,
within  sixty  (60) days from the Associations' written  request,
Borrowers  shall,  at  Borrowers' sole expense,  provide  to  the
Associations  a current appraisal of the Real Property,  from  an
appraiser reasonably acceptable to the Associations and  in  form
and  content  as  required by the Associations.  Borrowers  shall
cooperate fully with such appraiser and provide all documents and
information as the appraiser may reasonably request in connection
therewith.

      SECTION  6.20 Water Use Permits.  Borrowers  shall  at  all
times maintain all water use permits and shall provide copies  of
all  such permits to Associations upon request.  Borrowers  agree
to comply with all the terms and conditions of any each water use
permit   associated  with  the  Real  Property  and   shall   not
voluntarily  amend or otherwise curtail the quantities  of  water
permitted for the Real Property without the prior written consent
of  Associations.  Further, Borrowers agree not to  transfer  any
quantities  of  water  associated  with  the  Real  Property,  as
currently permitted under water use permit, to any other location
without the prior written consent of Associations.

      SECTION  6.21 Surface Water Management Permits.   Borrowers
agree  to  comply  with all of the terms and  conditions  of  any
surface  water management permit affecting the Real Property  and
to  furnish  Associations with copies of all such  surface  water
management  permits  upon  request  by  Associations.    Further,
Borrowers agree to provide written notice to Associations of  any
proposed  amendments to any surface water management permits  and
agree  not  to  voluntarily amend such surface  water  management
permits  without  the  prior  written  consent  of  Associations.
Borrowers agree to comply with all of the terms and conditions of
any  surface water management permit affecting the Real  Property
so long as any Obligations are outstanding.

      SECTION 6.22 Year 2000 Compliance.  Prior to June 30, 1999,
Borrowers  shall furnish Associations with such reports,  audits,
and  other  information as is necessary to demonstrate Borrowers'
compliance with all "Year 2000" mandates.  All such reports shall
include  analysis of Borrowers' information systems and  computer
systems  software and Borrowers shall make all such software  and
hardware upgrades, as may be necessary, to preserve the integrity
of  Borrowers'  information systems for  the  transition  to  the
calendar  year 2000.  In the event Borrowers fail to furnish  the
reports,  audits,  or  other  information  as  required  by  this
paragraph,  Associations reserve the right,  at  Borrowers'  sole
cost  and  expense to conduct such audits, tests, and reviews  as
Associations  reasonably  deem  necessary  to  ensure  Borrowers'
ability to comply with all "Year 2000" mandates.


                           ARTICLE VII
                       NEGATIVE COVENANTS

     Borrowers  covenant,  for so long as any  of  the  principal
amount  of,  or interest on, the Syndication Notes is outstanding
and  unpaid or any Obligations remain unpaid or unperformed, that
no  Borrower will undertake any of the following actions, without
the prior written consent of the Associations:

     SECTION   7.1   Merger,  Consolidation,  Dissolution,   etc.
Consolidate   with  or  merge  into  any  other  corporation   or
partnership,  including  a  merger of Borrowers;  permit  another
corporation or partnership to merge into either of them; dissolve
or  take  or omit to take any action which would result in  their
dissolution;  acquire all or substantially all the properties  or
assets  of any other Person; enter into any arrangement, directly
or  indirectly, with any Person whereby a Borrower shall sell  or
transfer  any  property, real or personal, whether now  owned  or
hereafter acquired, and thereafter rent or lease such property or
other   property  which  such  Borrower  intends   to   use   for
substantially the same purpose or purposes as the property  being
sold or transferred.

     SECTION  7.2  Changes in Business. Engage  in  any  business
other  than the business presently conducted by such Borrower  on
the date of this Agreement and business of substantially the same
type or directly related thereto.

     SECTION  7.3  Other Agreements. Enter into any arrangements,
contractual  or otherwise, which would materially  and  adversely
affect   any  Borrower's  duties  to  or  the  rights   of,   the
Associations  under the Loan Documents, or which is  inconsistent
with, limit, or abrogate any of the Loan Documents.

     SECTION  7.4 Loans by Borrowers. Extend any credit  or  loan
any monies to any Person other than:
     
     (a)  advances  made  in the normal course  of  a  Borrower's
business for harvesting costs;
     
     (b)  credit  extended in connection with the sale  of  juice
dispensing  equipment under purchase money security  arrangements
represented  by  promissory  notes  and  security  agreements  or
capital leases therefore ;
     
     (c)  loans and advances on an inter-company basis.

     SECTION 7.5 Sale or Encumbrance.
     
     (a)  Convey, assign, sell, mortgage, encumber, pledge,
dispose of, hypothecate, grant a security interest in, grant
options with respect to, or otherwise dispose of (directly or
indirectly or by operation of law or otherwise, of record or not)
all or any, part of the legal or beneficial interest in any part
or all of the Collateral.
     
     (b)  Sell, assign or otherwise dispose of (whether or not of
record or for consideration or not), or permit the sale,
assignment or other disposition of, all or substantially all of
the assets of any Borrower.

     SECTION   7.6 Loans to Borrowers/Liens on Collateral.  Other
than  loans with one or more of the Associations, Borrowers  will
not  borrow from anyone on the security of, or create, incur,  or
suffer to exist any lien on any of the Collateral.
     
     SECTION 7.7 Other Liens. Create, assume, or suffer to  exist
any  lien  upon  the Collateral, whether now owned  or  hereafter
acquired,  except liens for taxes not yet due or which are  being
actively contested in good faith by appropriate proceedings;

     SECTION  7.8 Compliance with Regulation U and Regulation  G.
Permit any part of the proceeds of the Loan made pursuant to this
Agreement to be used to purchase or carry or reduce or retire any
loan  incurred to purchase or carry any margin stock (within  the
meaning of Regulation U or Regulation G of the Board of Governors
of  the Federal Reserve System) or to extend credit to others for
the  purpose of purchasing or carrying any such margin stock,  or
to be used for any other purpose which violates or which would be
inconsistent  with the provisions of Regulation U, or  Regulation
G,  or other applicable regulation.  Each Borrower covenants that
it is not engaged in and will not become engaged in as one of its
principal  business activities, the extending of credit  for  the
purpose  of  purchasing  or  carrying  such  margin  stock.    If
requested   by  Associations,  each  Borrower  will  furnish   to
Associations  in connection with Loan hereunder, a  statement  in
conformity with the requirements of Federal Reserve Form  U-1  or
comparable  form pursuant to Regulation G, referred  to  in  said
regulations.  In addition, each Borrower covenants that  no  part
of  the  proceeds  of the Loan hereunder will  be  used  for  the
purchase of commodity future contracts (or margins therefore  for
short  sales) for any commodity not required for the  normal  raw
material inventory of such Borrower.


                          ARTICLE VIII
                        EVENTS OF DEFAULT

     The following each and all are Events of Default hereunder:

     SECTION 8.1 Monetary Default.  If Borrowers shall default in
any  payment of the principal of or interest on the Notes, or any
of  them,  when  and as the same shall become  due  and  payable,
whether  at  maturity, by acceleration at the discretion  of  the
Associations or otherwise;

     SECTION  8.2  Non-Monetary Default under the Agreement.   If
Borrowers shall default in the performance or compliance with any
of  the  terms, conditions, covenants or agreements contained  in
this Agreement (other than that set forth in Section 8.1 above);

      SECTION  8.3  Third Party Default.  If any  Borrower  shall
suffer  a  default  in the performance under  the  SunTrust  Loan
Agreement or under any agreement with any other Person other than
the  Associations  where  such  default  involves  a  contractual
liability of such Borrower in excess of $1,000,000.00;

      SECTION  8.4  Misrepresentation.  If any representation  or
warranty made in writing by or on behalf of any Borrower, in this
Agreement or in any other Loan Document, shall prove to have been
false  or  incorrect in any material respect on the  date  as  of
which made or reaffirmed;

     SECTION 8.5 Dissolution.  If any order, judgment, or  decree
is  entered in any proceedings against any Borrower decreeing the
dissolution of such Borrower and such order, judgment, or  decree
remains unstayed and in effect for more than thirty (30) days;

     SECTION 8.6 Bankruptcy, Failure to Pay Debts, etc.   If  any
Borrower  shall admit in writing its inability, or  be  generally
unable,  to  pay its debts as they become due or  shall  make  an
assignment  for  the  benefit of creditors, file  a  petition  in
bankruptcy, petition or apply to any tribunal for the appointment
of  a  custodian,  receiver or trustee  for  any  Borrower  or  a
substantial part of any Borrower's assets, or shall commence  any
proceeding  under  any  bankruptcy, reorganization,  arrangement,
readjustment of debt, dissolution or liquidation law  or  statute
of  any jurisdiction, whether now or hereafter in effect,  or  if
there shall have been filed any such petition or application,  or
any  such  proceeding  shall  have  been  commenced  against  any
Borrower,  in  which  an order for relief  is  entered  or  which
remains undismissed for a period of thirty (30) days or more,  or
any  Borrower by any act or omission shall indicate  its  consent
to,   approval   of  or  acquiescence  in  any   such   petition,
application,   or  proceeding  or  order  for  relief   for   the
appointment  of  a  custodian, receiver or any  trustee  for  any
Borrower  or  any substantial part of any of its  properties,  or
shall  suffer any such custodianship, receivership or trusteeship
to  continue  undischarged for a period of thirty  (30)  days  or
more;

     SECTION  8.7  Fraudulent Conveyance. If any  Borrower  shall
conceal,  remove, or permit to be concealed or removed, any  part
of  its  properties, with intent to hinder, delay or defraud  its
creditors or any of them, or make or suffer a transfer of any  of
its  properties  which  may be fraudulent under  any  bankruptcy,
fraudulent  conveyance or similar law, or  shall  have  made  any
transfer of its properties to or for the benefit of a creditor at
a  time  when  other creditors similarly situated have  not  been
paid,  or shall have suffered or permitted, while insolvent,  any
creditor  to  obtain  a lien upon any of its  properties  through
legal proceedings or distraint which is not vacated within thirty
(30) days from the date thereof;

     SECTION  8.8  Final Judgment.  If a final judgment  for  the
payment  of  money  in excess of $500,000.00  shall  be  rendered
against  any Borrower, and the same shall remain undischarged  or
shall  not  be bonded off to the satisfaction of the Associations
for  a  period of thirty (30) consecutive days during  which  the
execution shall not be effectively stayed;

     SECTION   8.9  Impairment  of  Security.   If  any  Security
Instrument,   agreement,  or  other  instrument  given   to   the
Associations to evidence or secure the payment and performance of
the  Obligations  hereunder shall be revoked by any  Borrower  or
shall cease to be in full force and effect, or the protection  or
security  afforded  the  Associations  in  any  portion  of   the
Collateral  secured thereby is impaired for any  reason;  or  any
Borrower shall default in any material respect in the performance
or  observance of any term, covenant, condition or  agreement  on
its   part  to  be  performed  or  observed  under  any  Security
Instrument and such default shall not have been cured  or  waived
in   any  applicable  grace  period  contained  therein;  or  any
representation or warranty of any Borrower made in  any  Security
Instrument shall be false in any material respect on the date  as
of which made; or for any reason (except for acts or omissions of
the  Associations) the Associations shall fail to have  a  valid,
perfected  and  enforceable security interest, lien  or  mortgage
encumbering  the  Collateral (or any of them) as  required  under
this  Agreement or if any Borrower shall contest  in  any  manner
that   any   Security  Instrument  constitutes  its   valid   and
enforceable agreement or any Borrower shall assert in any  manner
that  it  has  no  further  obligation or  liability  under  such
agreement;

     SECTION 8.10 Cross-Default. The default under any other Loan
between  Borrowers and any Associations shall be deemed an  Event
of Default hereunder.

     SECTION  8.11  Condemnation.  If the Real Property,  or  any
material part thereof, is condemned or taken by right of  eminent
domain or other public authority and Borrowers' ability to  carry
on  its  business  is materially affected as  a  result  of  such
taking.

     SECTION 8.12  Maintenance Of Majority Ownership.
     
     (a)   The  failure of Ben Hill Griffin, Inc. to  maintain  a
Beneficial Majority Ownership of each Borrower.
     
     (b)  The  failure  of Ben Hill Griffin, III  to  maintain  a
Beneficial Majority Ownership of Ben Hill Griffin, Inc.
                                
                           ARTICLE IX
                       RIGHTS UPON DEFAULT
                                
     Upon  the  occurrence or continuing of any Event of Default,
the  Associations shall have and may exercise any or all  of  the
rights  set  forth  herein (provided, however,  the  Associations
shall be under no duty or obligation to do so):

     SECTION  9.1  Acceleration.   To  declare  the  indebtedness
evidenced  by the Syndication Notes and all other Obligations  to
be forthwith due and payable, whereupon the Syndication Notes and
all  other  Obligations shall become forthwith due  and  payable,
both  as  to principal and interest, without presentment, demand,
protest or any other notice or grace period of any kind,  all  of
which  are hereby expressly waived, anything contained herein  or
in  the  Syndication  Notes or in such other Obligations  to  the
contrary notwithstanding, and, upon such acceleration, the unpaid
principal balance and accrued interest upon the Syndication Notes
shall  from and after such date of acceleration bear interest  at
the Default Rate.

      SECTION  9.2  Right of Setoff.  To exercise any  rights  of
setoff  granted  by  law  or under this  Agreement  or  the  Loan
Documents.

      SECTION 9.3 Other Rights.  To exercise such other rights as
may  be  permitted under any of the Loan Documents or  applicable
law.

     SECTION  9.4 Uniform Commercial Code. To exercise from  time
to  time  any  and all rights and remedies of a secured  creditor
under the UCC and any and all rights and remedies available to it
under any other applicable law.

     SECTION 9.5 Foreclosure.  Subject to the requirements of the
Act,  foreclose the First Mortgage and the Supplemental  Mortgage
on the Real Property and/or the Security Interest in the Personal
Property  by  instituting a foreclosure suit in any court  having
jurisdiction thereof.

     SECTION 9.6 Cure of Defaults.  Cure any default or Event  of
Default  without  releasing  any  Borrower  from  any  obligation
hereunder  or  under  the  Loan Documents.   In  connection  with
exercising   its  right  to  cure  an  Event  of   Default,   the
Associations  may enter upon the Real Property and do  such  acts
and  things  as the Associations deem necessary or  desirable  to
protect  the  Real Property, including, without  limitation:  (i)
paying,  purchasing, contesting or compromising any  encumbrance,
charge,  lien,  claim of lien, tax, assessment,  fine,  or  other
imposition;  (ii)  paying  any  insurance  premiums   and   (iii)
employing counsel, accountants, contractors and other appropriate
persons to assist the Associations in the foregoing.

     SECTION  9.7 Receiver.  Secure the appointment of a receiver
or receivers, as a matter of right for the Real Property, whether
such  receivership is incident to a proposed  sale  of  the  Real
Property  or  otherwise, and without regard to the value  of  the
Real  Property  or the solvency of any Borrower.   Each  Borrower
hereby consents to the appointment of such receiver or receivers,
waives any and all defenses to such appointment and agrees not to
oppose  any  application  therefor  by  the  Associations.    The
appointment  of  such  receiver, trustee or  other  appointee  by
virtue  of  any court, order or laws shall not impair or  in  any
manner  prejudice  the  rights  of the  Associations  to  receive
payment of the rents and income pursuant to any lease assignment;
the  receiver  shall  be  appointed to take  charge  of,  manage,
preserve, protect, and operate the Real Property and any business
or  businesses  situated  thereon, or  any  combination  thereof;
collect  all income, including rents; harvest and sell crops  not
severed as of the date of appointment of the receiver and collect
the  proceeds  therefrom; make all necessary and needed  repairs;
pay  all taxes, assessments and insurance premiums and all  other
costs  incurred in connection with the Real Property;  and  after
payment of the expenses of the receivership, including reasonable
attorney's  fees  and  court costs, if  any,  to  apply  all  net
proceeds  derived therefrom in the reduction of the  indebtedness
under the Notes and any other Obligations or in such other manner
as  the  court shall direct.  All expenses, fees and compensation
incurred pursuant to any such receivership shall also be  secured
by  the  lien of the First Mortgage and the Supplemental Mortgage
until  paid.   The  receiver, personally or through  agents,  may
exclude  any  Borrower wholly from the Real  Property  and  have,
hold, use, operate, manage and control the Real Property and may,
in  the  name  of each Borrower, exercise all of each  Borrower's
rights  and  powers  to  maintain, construct,  operate,  restore,
insure, and keep insured the Real Property in such manner as such
receiver shall deem appropriate.

     SECTION 9.8 Other Security.  The Associations may proceed to
realize upon any and all other security for the Syndication Notes
in  such order as the Associations may elect; and no such action,
suit, proceeding, judgment, levy, execution or other process will
constitute an election of remedies by the Associations or will in
any  manner  alter,  diminish or impair  the  lien  and  security
interest created by the Future Advance and the First Mortgage and
Supplemental Mortgage, unless and until the Syndication Notes are
paid in full.

     SECTION 9.9 Collect Income.  Following the occurrence of  an
Event  of  Default,  if  the Associations shall  be  entitled  to
collect  and  receive all income from the Collateral which  shall
for  all  purposes  constitute property of the  Associations  and
after  deducting the expenses of conducting the business  thereof
and   of   all   maintenance,  repairs,  renewals,  replacements,
alterations, additions, betterment's and improvements and amounts
necessary to pay for taxes, assessments, insurance and  prior  or
other profit charges upon the Collateral or any part thereof,  as
well as just and reasonable compensation for the services of  the
Associations  and  all  attorneys, agents, clerks,  servants  and
other  employees  properly  engaged  by  the  Associations,   the
Associations shall apply the money received, first to the payment
of  the  indebtedness secured by the First Mortgage,  the  Future
Advance,  and  the Supplemental Mortgage, when and  as  the  same
shall  become payable and then to the payment of any  other  sums
required  to be paid by Borrowers to the Associations  under  the
Loan Documents.

     SECTION  9.10  Use  of Fund Balance.  To use  any  funds  of
Borrowers,  including any balance which may be available  in  any
cash collateral, reserve or contingency account under the Loan.

     SECTION  9.11  Status of the Collateral  Upon  an  Event  of
Default.   Upon  the  occurrence of any  Event  of  Default,  and
pursuant to the procedures agreed to among the Associations under
Article  IX, Agent, after giving written notice to Borrowers  and
the  Associations of the actions to be taken, may at any time  or
times  thereafter  (i)  deliver  any  correspondence  or  notices
required  by  this  Agreement; (ii)  receive  directly,  for  the
benefit of all of the Associations and for the reduction of  each
of the Syndication Notes as provided hereafter in this Agreement,
all  payments  and process related to the Collateral;  and  (iii)
oversee  the  exercise of the remedies permitted by this  Article
IX,  which remedies must be unanimously approved by each  of  the
Associations.

     In  the  case  of any sale of the Collateral,  the  proceeds
which  then may be held or recovered by Agent for the benefit  of
all of the Associations, shall be applied in the following order:
     
     (a)   First,  to the payment of all of the reasonable  costs
and expenses of such sale and of the collection or enforcement of
such collateral, and reasonable compensation to Agent, its agents
and attorneys, and all of the reasonable expenses and liabilities
incurred and advances made by Agent in connection therewith;
     
     (b)   Second,  to the liquidation of the indebtedness  under
the 7.6 Loan as required by the Collateral Sharing Agreement.
     
     (c)   Third, to the payment ratably of the amounts  due  for
principal  and of interest on each of the Syndication  Notes  and
the  liabilities  on  the  5.0  Loan  then  outstanding,  without
preference  or  priority  of  such  indebtedness  owing  to   one
Association over a another, or of principal over interest, or  of
interest over principal; and
     
     (d)   Fourth,  to  the payment of the surplus,  if  any,  to
Orange-co.,  Inc. or its successors or assigns, or to  whomsoever
may  be  lawfully entitled to receive the same, or as a court  of
competent jurisdiction may direct.

     SECTION 9.12 Rights of the Associations.  Subsequent to  the
existence of an Event of Default, or of a Potential Default,  the
Associations  shall meet to establish written  procedures  to  be
taken by Agent for the protection, collection and enforcement  of
the  Collateral.   Agent  shall  not  act  with  respect  to  the
Collateral  except in accordance with the written  procedures  as
established  by  the  unanimous consent of the  Associations  and
under  Agent's  loan participation agreement  with  AgFirst  Farm
Credit Bank; provided, however, if an emergency situation exists,
Agent, in its sole discretion and in good faith, may (but is  not
required  to) take whatever action it deems necessary to  protect
the  Collateral  or enforce the rights of the Associations  under
the  Loan  Documents until the Associations agree  on  a  written
procedure in accordance with this Section.

     SECTION  9.13 Enforcement of the Syndication Notes.  Nothing
herein  contained shall affect or impair any Association's right,
which  is  absolute and unconditional, to enforce the payment  of
its  Note,  provided; however, that none of the Associations  may
enforce  or  demand  enforcement of, any  rights  or  liens  with
respect  to  the Collateral except upon the terms and  conditions
stated in this Agreement.

     SECTION  9.14  Obligation  to the  Associations.   Borrowers
shall  be  deemed  to  be  directly  obligated  to  each  of  the
Associations  to the extent of the full amount  of  the  Note  in
favor of such Association, and each Association shall be entitled
to  exercise  the rights of offset applicable to it  pursuant  to
this Agreement.

     SECTION  9.15  Default Other Obligations.  Each  Association
may,  at  its  option,  treat  an Event  of  Default  under  this
Agreement as an Event of Default or default under any other  loan
between Borrowers or either of them and such Association.
     
     The   Associations  agree  among  themselves  that,  if   an
Association shall obtain payment through the exercise of a  right
of  offset  or  other collection efforts, such Association  shall
remit  such  amount to Agent for redistribution  to  Associations
pursuant  to  their  Proportionate  Share  as  set  out  in  this
Agreement.
     

                            ARTICLE X
                        AGENCY PROVISIONS
                                
     SECTION  10.1  Authorization and Action.   Each  Association
hereby  irrevocably appoints and authorizes Agent  to  take  such
actions  as  agent on behalf of such Association and to  exercise
such powers under this Agreement as are delegated to Agent by the
terms of this Agreement, together with such additional powers  as
are reasonably incidental thereto.  Agent shall not, by reason of
this  Agreement, be a trustee or fiduciary for any of  the  other
Associations.    Agent   shall  have  only   those   duties   and
responsibility expressly set forth in this Agreement.  As to  any
matters  not  expressly provided for in this  Agreement  and  the
Collateral  Sharing  Agreement  (including,  without  limitation,
enforcement or collection of the Syndication Notes), Agent  shall
not  be  required to exercise any discretion or take any  action,
but shall be required to act or to refrain from acting (and shall
be  fully  protected in so acting or so refraining  from  acting)
upon  the  instructions  given  by the  Associations  (with  such
instructions  to  require the unanimous consent  of  all  of  the
Associations),  and such instructions shall be binding  upon  all
holders of the Syndication Notes; provided, however, Agent  shall
not  be  required  to  take any action  which  exposes  Agent  to
personal  liability or which is contrary to this  Agreement,  the
Collateral Sharing Agreement, or applicable law.

     In  general,  and  except  as  otherwise  provided  in  this
Agreement, The Collateral Sharing Agreement or any of  the  other
Loan  Documents and except as otherwise mutually agreed by  Agent
and each of the Associations, Agent will act on behalf of each of
the Associations in connection with the receipt and collection of
payments  with  respect  to accounts payable,  accrued  interest,
penalties or prepayment charges and principal under the Loan  and
Agent  will  service,  manage, collect and enforce  the  Loan  on
behalf of itself and each other Association.

     SECTION 10.2 Termination of Agency Status.
     
          10.2.1 Notwithstanding any contrary provision contained
in  this  Agreement, any Association may terminate the agency  of
the  Agent with respect to the Loan, by providing written  notice
thereof  to  Agent, upon the occurrence of any of  the  following
events:

          (a)   The appointment of a conservator or receiver for,
or the liquidation of, Agent by the Farm Credit Administration or
the  filing  of  any petition of bankruptcy by or  against  Agent
unless discharged within thirty (30) days; or

            (b)    The  Association  shall  make  a  good   faith
determination  that Agent has failed or refused  to  comply  with
its  duties  and  obligations as Agent in  accordance  with,  and
pursuant to, the terms of this Agreement; or

           (c)  Agent is in continuous material default under its
General  Financing Agreement with AgFirst Farm Credit Bank  which
has  not  been cured or, default thereunder waived, within  sixty
(60) days from the date of default.

          10.2.2 Upon the termination of Agent's agency status on
behalf of any Association, such Association thereafter shall have
the  right  to  represent its own interest with  respect  to  its
interest  in  the Loan including, without limitation,  its  Note.
Without  limiting  the  generality of the  immediately  preceding
sentence,  such  Association shall have the right to  immediately
direct Borrowers to pay all principal and interest payments  with
respect  to  such Association's Note directly to such Association
(referred  to  herein  as  a "Direct Payment  Notice"),  and,  if
requested by the particular Association, Agent shall join in  any
such Direct Payment Notice.

          10.2.3  Furthermore,  upon the termination  of  Agent's
agency status on behalf of any Association, then, notwithstanding
any  contrary provision contained in this Agreement, all  further
decisions  with respect to the Loan shall require  the  unanimous
consent of Agent and each Association.

     SECTION  10.3  Rights  of  Agent as  an  Association.   With
respect  to  this  Agreement,  the  Loan  made  by  it  and   the
Syndication  Note issued to it, Agent shall have the same  rights
and  powers under this Agreement as any of the other Associations
and  may  exercise the same as though it were not Agent; and  the
term  "Associations" shall, unless otherwise expressly indicated,
include  Agent in its individual capacity.  Agent may lend  money
to,  and generally engage in any kind of business with Borrowers,
any  of  Borrowers' Affiliates and any Person who may do business
with  or own securities of any Borrower or any Affiliate, all  as
if  Agent were not Agent and without any duty to account therefor
to the other Associations.

     SECTION  10.4 Successor Agent.  In the event of  termination
of  Southwest  as Agent, South shall automatically shall  be  the
successor Agent. The successor Agent shall succeed to and  become
vested  with all of the rights, powers, privileges and duties  of
the removed Agent, and the removed Agent shall be discharged from
any further duties and obligations under this Agreement.

     SECTION  10.5 Provisions With Respect to Information  as  to
Borrowers and the Loan.  Until such time as this Loan, and all of
the  Syndication  Notes, have been paid  in  full,  each  of  the
Associations, including, in particular, Agent, shall be obligated
to  furnish  to  each  of  the other  Associations  any  and  all
information,  including  Confidential  Information  (as   defined
below),  with respect to Borrowers and with respect to  the  Loan
which may, at any time, come into the possession of Agent or  any
of the other Associations, as the case may be; provided, however,
each  of  the Associations receiving any Confidential Information
of  Borrowers  will exercise the same degree of care  to  protect
such  Confidential  Information from any unauthorized  disclosure
and  from  any unauthorized use as such Association exercises  to
protect  such  Association's  own  confidential  and  proprietary
information.

     Agent  hereby acknowledges and confirms to each  Association
that  Agent has advised Borrowers, and Borrowers hereby  consent,
that  each  Association will be entitled to receive any  and  all
information, including any Confidential Information, with respect
to Borrowers and with respect to the Loan which may, at any time,
be  furnished  by,  or  at the direction  of,  Borrowers  to  any
Association,  including  Agent,  or  otherwise  obtained  by  any
Association, including Agent.

     The term "Confidential Information" as used in this Section,
shall  mean any information which is in writing, which is clearly
marked  "Confidential"  and  which is  provided  by,  or  at  the
direction of, Borrowers to any of the Associations, including, in
particular,  Agent, with respect to the business  or  businesses,
financial   condition,   operations,   assets   and   properties,
management,   suppliers,  customers,  production  or   sales   of
Borrowers; provided, however, the term "Confidential Information"
shall not include any of the foregoing information (a) which,  at
the time of disclosure to any of the Associations, is otherwise a
part  of  the  public domain, or (b) which,  at  any  time  after
disclosure  to  any of the Associations, becomes a  part  of  the
public  domain  through no fault of any of the Associations,  (c)
which  is received by any of the Associations from a third  party
who  is  legally  in possession of it and who is  not  under  any
obligation of confidentiality with respect thereto, or (d) which,
at  the time of disclosure to any of the Associations, is already
in the possession of any of the Associations.

     SECTION   10.6  Provisions  With  Respect  to  Payments   by
Borrowers.   Except  as  otherwise  expressly  provided  in  this
Agreement,  or in any of the other Loan Documents, the  following
provisions shall be applicable with respect to all payments  made
by or on behalf of Borrowers with respect to the Loan:

          10.6.1  Payments  with respect to  the  Loan  shall  be
allocated  first  to  costs, next to accrued  interest,  next  to
penalties or any Prepayment Premiums, and last to principal.  Any
payments  received by Agent and not designated  by  Borrowers  as
applying to a specific loan shall be applied first to the Note on
which  interest or principal is currently due (to the  extent  of
the  amount  due)  and next to loans in accordance  with  Agent's
customary practices.

          10.6.2  If  Agent  has one or more loans  to  Borrowers
other  than  the Loan under this Agreement, then, notwithstanding
any  contrary  provision contained herein, Agent  shall  have  an
obligation  of fairness with respect to its collection practices,
its  application of payments that are not designated as  payments
on  a  specific loan, and its application of the proceeds of  any
security which is not the primary security for this Loan.   Agent
shall  conduct  its  collection practices in a manner  consistent
with  what its conduct would be if it were the sole owner of  all
outstanding  loans to Borrowers.  Agent further  agrees  that  it
will  attempt to apply default remedies in a manner that  permits
the  proceeds of Collateral for all outstanding loans,  including
this Loan, to be divided equitably among the outstanding balances
of  all  loans  that  are  secured to the  same  extent  by  such
Collateral;  provided,  however, this provision  shall  never  be
interpreted or construed to require that the collateral which  is
first  lien  Collateral for this Loan to be applied  against  the
balance  of any other loans to Borrowers while there is a balance
outstanding  on this Loan except to the extent required  by  this
Agreement,  the Act, the Collateral Sharing Agreement,  or  other
loan  participation agreement among the Associations and  AgFirst
Farm Credit Bank.

          10.6.3 Notwithstanding the foregoing provisions, if the
Loan  is  declared  to be in distress or is  declared  to  be  in
default,  then,  except as otherwise provided in this  Agreement,
the Collateral Sharing Agreement, or as otherwise mutually agreed
by  Agent  and  all of the Associations, Agent  and  all  of  the
Associations  will thereafter each share in subsequent  principal
and interest payments and/or collections and losses in proportion
to their Proportionate Share.

          10.6.4  Any payment or portion thereof made  by  or  on
behalf  of Borrowers and designated by Agent, in accordance  with
this Agreement or any of the other Loan Documents, as payment  of
interest  shall be applied prorata according to the Proportionate
Share  of  the  accrued  interest  for  each  Association's  Note
evidencing the Loan at the time of receipt of any such payment.

          10.6.5  All  fees received by Agent from Borrowers  for
default  and late charges and prepayment charges shall be  shared
by  Agent  and all of the Associations at such time as  they  are
received  by  Agent according to each Association's Proportionate
Share.

          10.6.6 All origination, closing and servicing fees paid
by  or on behalf of Borrowers under this Agreement or any of  the
other  Loan Documents shall, unless otherwise mutually agreed  by
the  Associations, belong to Agent; provided, however, commitment
fees,  regardless  of  when  paid, shall  be  divided  among  the
Associations  as  provided in the offer of  syndication  for  the
Loan.

          10.6.7  All principal and interest payments  and  other
amounts  collected by Agent under the Loan will be held in  trust
by  Agent  for the benefit of all of the Associations until  such
funds  are  actually  paid  to and received  by  each  particular
Association.  Each Association, as the beneficiary of such trust,
will at all times be immediately entitled to payment of all funds
held in trust by Agent for such Association.

     SECTION  10.7  Benefits of this Article X. Although  binding
upon and creating certain obligations for Borrowers, none of  the
provisions  of  this  Article X shall inure  to  the  benefit  of
Borrowers  or any Person other than the Associations and  AgFirst
Farm  Credit  Bank  as a loan participant; consequently,  neither
Borrowers or any other Person shall be entitled to rely  upon  or
to  raise as a defense, in any manner whatsoever, the failure  of
any  of  the Associations to comply with the provisions  of  this
Article X.


                           ARTICLE XI
                          MISCELLANEOUS

      SECTION 11.1 Cumulative Remedies.  The remedies provided in
this  Agreement and in the Loan Documents are cumulative and  not
exclusive of any remedies provided by law or in equity.  Upon  an
Event of Default, the Associations may elect to exercise any  one
or  more  of such remedies and such election shall not  waive  or
cause  the  Associations  to  have elected  not  to  subsequently
exercise  any  other  such remedies available  to  it  under  the
Agreement or any Loan Document.

     SECTION  11.2  Amendments, etc.  No amendment, modification,
termination  or  waiver of any provision of this  Agreement,  the
Syndication Notes or the other Loan Documents, nor consent to any
departure  by  Borrowers, shall in any event be effective  unless
the  same shall be in writing and signed by the Associations, and
then  such waiver or consent shall be effective only in  specific
instance and for the specific purpose for which given.

     SECTION  11.3  Addresses  for Notices,  etc.   All  notices,
requests, demands and other communications provided for hereunder
shall be in writing and shall be deemed to have been given (i) in
the  case  of  delivery, when addressed to the  other  party  and
delivered  to the address set forth below, (ii) in  the  case  of
mailing,  three (3) days after said notice has been deposited  in
the  United States Mails, postage prepaid, by certified or return
mail,  and  addressed to the other party as set forth below,  and
(iii) in all of the cases, when received by the other party.  The
address  at which notices may be sent under this Section are  the
following:

     If to Borrowers:
     
     Orange-co, Inc. and Orange-co, Inc. of Florida, Inc.
     P.O. Box 2158
     Bartow, FL  33830

     If to South:

     Farm Credit of South Florida, ACA
     10084 - 70th Road South
     P.O. Box 5559
     Lake Worth, FL  33466

     If to Agent in its capacity as Agent and as an Association:
     
     Farm Credit of Southwest Florida, ACA
     P. O. Box 1070
     Arcadia, Florida 34265
     
Any party may at any time change the address to which notices may
be sent under this Section by the giving of notice of such to the
other party in the manner set forth herein.

     SECTION  11.4 Applicable Law.  This Agreement, and  each  of
the  Loan Documents and transactions contemplated herein  (unless
specifically  stipulated to the contrary in such document)  shall
be governed by and interpreted in accordance with the laws of the
State  of  Florida, except to the extent that applicable  federal
law supersedes such state law.

     SECTION  11.5  Actions  and Process.  Any  legal  action  or
proceeding  against Borrowers with respect to this Agreement  may
be brought in such of the courts of competent jurisdiction of the
state or federal courts located in DeSoto County, Florida as  the
Associations or their successors and assigns, as the case may be,
may  elect,  and,  by execution and delivery of  this  Agreement,
Borrowers irrevocably submit to the nonexclusive jurisdiction  of
such  courts  for  purposes  of  legal  actions  and  proceedings
hereunder  and,  in case of any such legal action  or  proceeding
brought  in  the  above-named Florida courts, hereby  irrevocably
consent, during such time, to the service of process out  of  any
of  the aforementioned courts in any such action or proceeding by
the  mailing  of  copies  thereof  by  registered  mail,  postage
prepaid, to Borrowers at its address as provided in Section  11.3
hereof; or by any other means permitted by applicable law.  If it
becomes  necessary for the purpose of service of process  out  of
any  such courts, Borrowers shall take all such action as may  be
required  to  authorize a special agent to receive,  for  and  on
behalf  of  it,  service of process in any such legal  action  or
proceeding, and shall take all such action as may be necessary to
continue  said  appointment in full  force  and  effect  so  that
Borrowers will at all times have an agent for service of  process
for  the above purposes available in DeSoto County, Florida.   To
the  extent permitted by law, a final judgment (a copy  certified
by  the  court that has rendered the judgment shall be conclusive
evidence  of  the  fact and of the amount of any indebtedness  of
Borrowers  to  the Associations) against Borrowers  in  any  such
legal  action  or  proceeding shall  be  conclusive  and  may  be
enforced  in  other  jurisdictions  by  suit  on  an  unsatisfied
judgment.   To the extent that any Borrower has or hereafter  may
acquire  any immunity from jurisdiction of any of the above-named
courts  or  from  any legal process therein, each  such  Borrower
hereby  irrevocably waives such immunity, and each such  Borrower
hereby  irrevocably waives and agrees not to  assert  by  way  of
motion,  as  a  defense, or otherwise, in  any  legal  action  or
proceeding  brought  hereunder in any of the above-named  courts,
(i)  the  defense  of immunity, (ii) any claim  that  it  is  not
personally subject to the jurisdiction of the above-named  courts
by  reason of immunity or otherwise, (iii) that it or any of  its
property  is  immune  from  the  above  described  legal  process
(whether through service of notice, attachment prior to judgment,
attachment  in  aid of execution, or otherwise), (iv)  that  such
action  or  proceeding is brought in an inconvenient forum,  that
venue  for  the  action or proceeding is improper  or  that  this
Agreement  may not be enforced in or by such courts, or  (v)  any
defense  that  would  hinder  or delay  the  levy,  execution  or
collection  of any amount to which any party hereto  is  entitled
pursuant  to  a  final judgment of any court having jurisdiction.
Nothing  in  these  provisions  shall  limit  any  right  of   an
Association to bring actions, suits or proceedings in the  courts
of  any other jurisdiction.  Borrowers expressly acknowledge that
the foregoing waiver is intended to be irrevocable under the laws
of the State of Florida and of the United States of America.
     
     SECTION  11.6  Survival of Representations  and  Warranties.
All   representations,  warranties,  covenants   and   agreements
contained  herein or made in writing by Borrowers  in  connection
herewith  shall  survive  the  execution  and  delivery  of  this
Agreement, the Syndication Notes and the other Loan Documents and
be true and correct during the term of the Loan.

     SECTION 11.7 Time of the Essence.  Time is of the essence of
this   Agreement,  the  Syndication  Notes  and  the  other  Loan
Documents,

     SECTION  11.8 Headings.  The headings in this Agreement  are
intended  to be for convenience of reference only, and shall  not
define  or  limit the scope extent or intent or otherwise  affect
the meaning of any portion hereof.

     SECTION 11.9 Severability.  In case any one or more  of  the
provisions contained in this Agreement, the Syndication Notes  or
the  other  Loan Documents shall for any reason  be  held  to  be
invalid, illegal or unenforceable in any respect, the same  shall
not affect any other provision of this Agreement, the Syndication
Notes  or  the  other  Loan Documents, but  this  Agreement,  the
Syndication Notes and the other Loan Documents shall be construed
as  if  such  invalid or illegal or unenforceable  provision  had
never  been  contained therein; provided, however, in  the  event
said   matter  would  be  in  the  reasonable  opinion   of   the
Associations  adversely  affect the rights  of  the  Associations
under  any  or all of the Loan Documents, the same  shall  be  an
Event of Default.

     SECTION  11.10 Counterparts.  This Agreement may be executed
in  any number of counterparts, all of which taken together shall
constitute  one  and the same instrument and any of  the  parties
hereto   may   execute  this  Agreement  by  signing   any   such
counterpart.

     SECTION  11.11  Conflict.  In the event any conflict  arises
between  the terms of this Agreement and the terms of  any  other
Loan Document, the Association shall have the option of selecting
which conditions shall govern the loan relationship evidenced  by
this  Agreement and, if the Associations do not so indicate,  the
terms  of  this Agreement shall govern in all instances  of  such
conflict.

     SECTION 11.12 Term.  The term of this Agreement shall be for
such  period  of time until the Loan and Syndication  Notes  have
been  repaid in full, and all Obligations have been paid  to  the
Associations in full.  At such time, the Associations shall  mark
all the Loan Documents "Cancelled" and return them to Borrowers.

     SECTION 11.13 Expenses.  Borrowers agree, whether or not the
transactions hereby contemplated shall be consummated, to pay and
save  Associations harmless against liability for the payment  of
documentary   stamp  taxes,  intangible  tax,  all  out-of-pocket
expenses  arising  in  connection with this transaction  and  all
taxes, together in each case with interest and penalties, if any,
which  may  be payable in respect of the execution, delivery  and
performance  of  this  Agreement  or  the  execution,   delivery,
acquisition  and performance of the Syndication Notes  (including
any  renewal,  extension,  substitution or  replacement  thereof)
issued  under or pursuant to this Agreements (excepting only  any
tax  on  or  measured  by  net income of  Association  determined
substantially in the same manner, other than the rate of tax,  as
net  income  is  presently determined under the Federal  Internal
Revenue  Code),  all printing costs and the reasonable  fees  and
expenses of any special counsel to Association in connection with
this Agreement and any subsequent modification thereof or consent
thereunder.   The  obligations of Borrowers  under  this  Section
11.13 shall survive payment of the Syndication Notes.

     SECTION  11.14  Successors and Assigns.  All  covenants  and
agreements in this Agreement contained by or on behalf of  either
of  the parties hereto shall bind and inure to the benefit of the
respective  successors and assigns of the parties hereto  whether
so  expressed or not; provided, however, this clause shall not by
itself  authorize  any delegation of duties by Borrowers  or  any
other  assignment  which  may  be prohibited  by  the  terms  and
conditions of this Agreement.

     SECTION  11.15  Further Assurances.  Borrowers  shall,  from
time to time, execute such additional documents as may reasonably
be requested by the Associations or the counsel, to carry out and
fulfill  the  intent and purpose of this Agreement and  the  Loan
Documents.
     
     SECTION  11.16  No Third Party Beneficiaries.   The  parties
intend  that  this Agreement is solely for their benefit  and  no
Person  not  a  party hereto shall have any rights or  privileges
under  this  Agreement  whatsoever  either  as  the  third  party
beneficiary or otherwise.

     SECTION  11.17  WAIVER OF JURY TRIAL.  EACH BORROWER  HEREBY
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR  CAUSE
OF  ACTION  BASED  UPON  OR ARISING OUT OF  THIS  AGREEMENT,  THE
SYNDICATION  LOAN DOCUMENTS, AND/OR THE TRANSACTIONS CONTEMPLATED
BY  THIS  AGREEMENT, OR ANY DEALINGS BETWEEN  BORROWERS  AND  THE
ASSOCIATIONS.  The scope of this waiver is intended  to  be  all-
encompassing  of any and all disputes that may be  filed  in  any
court  and that relate to the subject matter of this transaction,
including  without  limitation,  contract  claims,  tort  claims,
breach  of  duty claims, and all other common law  and  statutory
claims.   Borrowers acknowledge that this waiver  is  a  material
inducement   to  the  Associations  to  enter  into  a   business
relationship  with  Borrowers.  Borrowers represent  and  warrant
that each has reviewed this waiver with their legal counsel,  and
that  such  waiver is knowingly and voluntarily  given  following
consultation  with  legal counsel.  THIS WAIVER  IS  IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED, EITHER ORALLY OR IN WRITING,
AND   THE  WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT  AMENDMENTS,
RENEWALS,    REPLACEMENTS,   REAFFIRMATIONS,    SUPPLEMENTS    OR
MODIFICATIONS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.  In the event of litigation this Agreement may
be filed as a written consent to a trial by the court.
     
     No   claim   may  be  made  by  any  Borrower  against   the
Associations,  any  of  their  affiliates  and  their  respective
directors,  officers,  employees, attorneys  or  agents  for  any
special, indirect or consequential damages ("Special Damages") in
respect  of  any  breach or wrongful conduct (whether  the  claim
therefor  is based on contract, tort or duty imposed by  law)  in
connection  with, arising out of, or in any way  related  to  the
transactions  contemplated or relationship  established  by  this
Agreement,  or an act, omission or event occurring in  connection
herewith  or therewith; and each Borrower hereby waives, releases
and  agrees  not  to sue upon any such claim for Special  Damages
whether  or not accrued and whether or not known or suspected  to
exist in its favor.

     SECTION 11.18 No Waiver.  No failure or delay on the part of
the  Associations  in  exercising  any  right,  power  or  remedy
hereunder,  or  under the Syndication Notes  or  the  other  Loan
Documents shall operate as a waiver thereof, nor shall any single
or  partial exercise of any such right, power or remedy  preclude
any  other  or  further exercise thereof or the exercise  of  any
other right, power or remedy hereunder or thereunder.

     SECTION   11.19  Entire  Agreement.  Except   as   otherwise
expressly  provided, this Agreement and the other Loan  Documents
embody the entire agreement and understanding between the parties
hereto  and  supersede  all prior agreements  and  understandings
relating to the subject matter hereof.

Signed and sealed in
the   presence  of:              Orange-co,  Inc., a Florida corporation

/s/ John V. Quinlan              By:  /s/ Gene Mooney
---------------------------           ------------------------
(Print Name)John V. Quinlan      Gene Mooney, as its President


/s/ C. B. Myers, III             By:  /s/  Dale A. Bruwelheide
---------------------------           ---------------------------------------
(Print Name)C.B. Myers, III           Dale Bruwelheide, as its Vice President
                                      and Chief Financial Officer

                                 Orange-co of Florida, Inc.,
                                 a Florida corporation

/s/ John V. Quinlan              By:  /s/  Gene Mooney
----------------------------          -----------------------------
(Print Name)John V. Quinlan           Gene Mooney, as its President

/s/ C. B. Myers, III             By:  /s/  Dale A. Bruwelheide
----------------------------          -----------------------------
(Print Name)C. B. Myers, III          Dale Bruwelheide, as its Vice President
                                      and Chief Financial Officer

                                 Farm Credit of South Florida, ACA

                                 By:  /s/  Andrew W. Hintzman
----------------------------          -----------------------------
Print Name------------------          Andrew W. Hintzman,      
                                      its Senior Vice President
----------------------------
Print Name------------------

                                 Farm Credit of Southwest Florida, ACA

/s/ John V. Quinlan              By: /s/  Eric L. Dunham
----------------------------         ---------------------------------
Print Name  John V. Quinlan          Eric L. Dunham,
                                     its Senior Vice President
/s/ C. B. Myers, III
----------------------------
Print Name  C. B. Myers, III