SEVENTH AMENDMENT TO LOAN AGREEMENT

               THIS SEVENTH AMENDMENT TO LOAN AGREEMENT dated as of
               February 3, 1998, by and between:

                    ORANGE-CO, INC., a Florida corporation and
                    ORANGE-CO OF FLORIDA, INC., a Florida
                    corporation, 2020 Highway 17 South, Bartow,
                    Florida  33830 (hereinafter collectively
                    referred to as the "Borrowers");

                                         and

                    SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
                    ASSOCIATION, a national banking association,
                    200 South Orange Avenue, Post Office Box
                    3833, Orlando, Florida  32897 (hereinafter
                    referred to as the "Bank").

                                W I T N E S S E T H:

               WHEREAS, pursuant to the Loan Agreement, dated June 16,
          1993, by and among the Bank and the Borrowers, as amended, the
          Bank agreed to extend to the Borrowers a working capital line of
          credit loan in the maximum principal amount of $45,000,000.00
          (the "Working Capital Loan") and a revolving line of credit loan
          in the maximum principal amount of $10,000,000.00 (the
          "Revolving Loan" ); and

               WHEREAS, the Borrowers have requested the Bank to (a) renew
          and extend the maturity of the Revolving Loan from April 30, 1998
          until April 30, 1999, (b) renew and extend the maturity date of
          the Working Capital Loan from April 30, 1999 until April 30,
          2000, (c) modify the definition of Borrowing Base to provide that
          it includes the Borrower's margin accounts at brokers who trade
          frozen concentrate orange juice futures and options on behalf of
          the Borrowers, and (d) modify the definition of Borrowing Base to
          provide that the portion of Finished Goods Inventory that has not
          been sold short in the futures market shall be valued either the
          average selling price for the most recent month or such other
          price as determined by the Bank; and

               WHEREAS, the Bank has agreed to the foregoing subject to the
          terms and conditions hereof and the other Loan Documents.

               NOW, THEREFORE, for and in consideration of the above
          premises, and the mutual covenants and agreements contained
          herein, the Borrowers and the Bank do hereby agree as follows:


               1.   Amendments to Loan Agreement.  The Loan Agreement is
          hereby amended as follows:

                    (a)  The definition of "Borrowing Base" is hereby
          deleted and, in lieu thereof, there is substituted the following:

                         "'Borrowing Base' shall mean, at any date of
                         determination thereof, an amount equal to the then
                         aggregate of (i) eighty-five percent (85%) of the
                         Qualified Accounts, plus (ii) eighty-five percent
                         (85%) Finished Goods Inventory, plus (iii) eighty
                         five percent (85%) of Specialty Products Inventory
                         and plus (iv)  the greater of (A) zero or (B)
                         ninety-five percent (95%) of the sum of (w) the
                         aggregate dollar value, determined at the lower
                         cost or market, of all assets then held in
                         Qualified Margin Accounts on behalf of the
                         Borrowers, plus (x) all amounts which have been
                         demanded in margin calls with respect to Finished
                         Goods Inventory that has been hedged by being sold
                         short on the New York Cotton Exchange, minus (y)
                         any amounts in Qualified Margin Accounts that may
                         be withdrawn by the Borrowers or that are in
                         excess of required levels to be held in Qualified
                         Margin Accounts with regard to the Finished Goods
                         Inventory that has been hedged by being sold short
                         on the New York Cotton Exchange, minus (z) any
                         amounts that may be owed to brokers that are
                         secured by a lien on the Qualified Margin
                         Accounts. The value of Qualified Accounts shall be
                         reasonably determined by the Bank. The Finished
                         Goods Inventory that has been hedged shall be
                         valued at the hedged price. The Finished Goods
                         Inventory that has not been hedged shall be valued
                         at the average selling price for such Finished
                         Goods Inventory for the most recent month or such
                         other price acceptable to the Bank.  The Specialty
                         Products Inventory shall be valued at standard
                         cost.

                    (b)  The definition of "Margin Account" is hereby
          inserted into the Section 1.01 of the Loan Agreement to read as
          follows:

                         "'Margin Account' shall mean an account of the
                         Borrower maintained with a licensed commodity
                         broker for the purpose of meeting reserve
                         requirements of the Citrus Associates of the New
                         York Cotton Exchange.  Margin Accounts shall not
                         be classified as "Qualified Accounts" for the
                         purposes of computing the Borrowing Base."

                    (c)  The definition of "Qualified Margin Accounts" is
          hereby inserted into the Section 1.01 of the Loan Agreement to
          read as follows:

                         "'Qualified Margin Accounts' shall mean Margin
                         Accounts arising that are maintained with
                         commodities brokers identified to the Banks and
                         are otherwise acceptable to the Bank."

                    (d)  The definition of "Revolving Period" is hereby
          deleted and, in lieu thereof, there is substituted the following:

                         "'Revolving Period' shall mean the
                         period during the term of the
                         Loans, which, in the case of the
                         Revolving Loan, shall commence on
                         the date hereof and end on the
                         earlier of the occurrence of (i) an
                         Event of Default or (ii) April 30,
                         1999, or such later date as the
                         Bank may agree to in writing, and
                         in the case of the Working Capital
                         Loan, shall commence on the date
                         hereof and end on the occurrence of
                         (i) an Event of Default or (ii)
                         April 30, 2000, or such later date
                         as the Bank may agree to in
                         writing."

               2.   Capitalized Terms.  All capitalized terms contained
          herein shall have the meanings assigned to them in the applicable
          Loan Documents (as defined in the Loan Agreement) unless the
          context herein otherwise dictates or unless different meanings
          are specifically assigned to such terms herein.

               3.   Representations and Warranties.  Each of the Borrowers
          represents and warrants as follows:

                    (a)  The execution, delivery and performance of this
          Seventh Amendment to Loan Agreement and the other loan documents
          provided to the Bank in connection therewith has been duly
          authorized by all requisite action of the Borrowers; and

                    (b)  The Loan Documents are valid, legal binding
          obligations of the Borrowers enforceable in accordance with their
          terms. There are no defenses, counterclaims, rights of setoff or
          recoupment thereunder.

               4.   Miscellaneous.  The Borrowers hereby confirm the terms
          conditions, representations and warranties of the Loan Agreement.
          The Loan Agreement, as amended hereby, shall remain in full force
          and effect and this Seventh Amendment to Loan Agreement shall not
          be deemed to be a novation.

               5.   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.

               IN WITNESS WHEREOF, the parties have executed the Seventh
          Amendment to Loan Agreement as of the day and year first above
          written.
                                BORROWERS:
                                ORANGE-CO, INC., a Florida corporation

                                By:/s/Dale A. Bruwelheide
                                   -----------------------------------
                                   Dale A. Bruwelheide, Vice President

               (CORPORATE SEAL)
                                 ORANGE-CO OF FLORIDA, INC., a Florida 
                                 corporation

                                 By:/s/Dale A. Bruwelheide
                                    -----------------------------------
                                    Dale A. Bruwelheide, Vice President

               (CORPORATE SEAL)
                                  BANK:
                                  SUNTRUST BANK, CENTRAL FLORIDA,
                                  NATIONAL ASSOCIATION


                                  By:/s/William A. Mang
                                     -------------------------------------
                                     William A. Mang, First Vice President