RENEWAL TERM NOTE

$3,990,000.00                                    Arcadia, Florida
Loan #03-75-90-454892-01                  Effective April 1, 1998

      FOR  VALUE RECEIVED, Orange-co, Inc., a Florida Corporation
and Orange-co of Florida, Inc., a Florida Corporation  (hereafter
"Borrower" and if more than one, jointly and severally),  promise
to  pay to the order of Farm Credit of Southwest Florida ACA, its
successors and/or assigns (hereafter "Lender") at the  office  of
the  Lender  at P. O. Box 1070, Arcadia, Florida 34265,  or  such
other  place  as the holder hereof may designate in  writing,  in
immediately  available funds, the principal sum of Three  Million
Nine  Hundred Ninety Thousand and 00/100 ($3,990,000.00) Dollars,
or  so much thereof as may be advanced from time to time, payable
at the Maturity Date (as described below).

      Interest.   Borrower shall pay interest  to  the  order  of
Lender on the principal amount outstanding from time to time from
and  including the date hereof until payment in full.  Except  as
otherwise  provided below in this  Note, interest  due  hereunder
shall accrue under the method selected by Borrower below:

 -  At  a fixed rate for a fixed period of time (not to exceed the
duration  of  the note) based upon an equivalent length  Treasury
note  plus  225  basis  points.  Interest  shall  accrue  and  be
computed  on  the  basis  of  a year  of  365  or  366  days,  as
applicable, based upon actual days elapsed in each year, or;

 -  At the LIBOR Variable Rate.  For purposes of this Note, "LIBOR
Variable Rate" means a variable rate per annum equal to the three
(3) month London Interbank Offered Rate (hereafter "LIBOR"),  as
published  in  The Wall Street Journal on the 15th  day  of  each
month,  plus two percent (2.0%) (two hundred basis points).   The
LIBOR  Variable Rate shall change on the first day of each month,
if necessary, based upon the LIBOR rate published on the 15th day
of the preceding month (if such rate is not published on the 15th
day of the preceding month, then the last published rate prior to
the  15th day shall prevail). If the LIBOR rate should no  longer
be  published,  Lender, in the exercise of  reasonable  judgment,
shall  substitute another means of determining an annual interest
rate  which  shall apply thereafter.  Lender will  give  Borrower
written notice of such substitution.   Interest shall accrue  and
be  computed  on  the  basis of a year of 365  or  366  days,  as
applicable, based upon actual days elapsed in each year.

      Anything  contained herein to the contrary notwithstanding,
if  for any reason, the effective rate of interest on this  Note,
should exceed the maximum lawful rate, any sums of interest which
have  been collected in excess of such maximum lawful rate  shall
be applied as a credit against the unpaid balance due hereof.

      Repayment  of Principal and Interest.  Principal,  interest
and  other  charges due hereunder are payable  in  United  States
dollars,  without offset or deduction of any kind.   At  Lender's
option,  any repayments of this Note other than by United  States
currency  will  not  be credited until Lender receives  collected
funds.   The principal shall be payable quarter-annually  in  the
amount of $190,000.00, beginning July 1, 1998, and continuing  on
the  like day of each calendar quarter thereafter for a total  of
21   consecutive  quarterly  principal  payments.   The   accrued
interest shall be payable monthly beginning on July 1, 1998,  and
on  the first day of each successive month thereafter during  the
term  of  this  Note  and continuing so  long  as  there  is  any
principal  amount  or  accrued  interest  outstanding,  with  all
outstanding principal and accrued interest to be paid in full  on
the Maturity Date of July 1, 2003.

      Default  Interest Rate.  If any installment of interest  or
principal is not paid when due and remains unpaid for thirty days
(30)  days  or more, or if any other event of default  under  the
Commitment  Letter  or dated March 11, 1998  or  Loan  Agreement
dated April 19, 1993 or any other loan documents associated  with
the  original  note dated April 19, 1993 and all  extensions  and
modifications  thereto (herein collectively referred  to  as  the
Loan  Documents)  shall occur and continue  uncured  as  provided
under the Loan Documents, the applicable interest rate hereunder,
with  or  without notice from Lender, shall be increased  to  the
Default Rate as provided in the Loan Documents until such default
is  cured,  whereupon  the  interest rate  shall  revert  to  the
original amount set forth under this Note; provided however, that
in  no  event shall the default interest rate together with  late
charges  charged  hereunder, exceed the maximum rate  allowed  by
law.
     
     Late Charges.  In the event any installment of principal  or
interest  is  overdue  for a period of ten  (10)  days,  Borrower
agrees  to  pay Lender a late charge of one and one-half  percent
(1.50%)  of  the  overdue installment; provided, however,  in  no
event shall late charges, together with the default interest rate
charged hereunder, exceed the rate allowed by law.

      Prepayments of Principal.  Borrower, at its option, subject
to  the  limitations  contained in the  Loan  Documents  and  the
payment of any applicable Prepayment Premium as set forth in  the
Loan Documents and the payment of accrued interest to the date of
prepayment, may prepay, all or part of the principal  this  Note.
All  such  prepayments shall be applied in the inverse  order  of
maturity  without suspension of regularly scheduled payments  due
under this Note.

      This  Note is secured by a mortgage and associated security
agreements  dated  April 19, 1993, as modified, ("Mortgage")  and
the  terms and conditions of the Mortgage are incorporated herein
by reference and Lender is entitled to the benefits thereof.  The
holder  of  this  Note  may enforce the  agreements  of  Borrower
contained in the Loan Documents and Mortgage and may exercise the
remedies provided for therein or otherwise available at law or in
equity.

      Upon the occurrence of an event of default as described  in
the  Loan  Documents  or  the  Mortgage,  any  principal  amounts
advanced  under  the  Note, interest accrued thereon,  and  other
charges  due  hereunder  or  under the  Loan  Documents,  may  be
declared  to  be immediately due and payable as provided  in  the
Loan Documents.

      This  Note  may be enforced in any court or other  tribunal
having  jurisdiction over the subject matter hereof, and Borrower
shall  pay to the holder hereof on demand such amounts in  United
States  dollars  as  shall be sufficient to pay  the  enforcement
costs and expenses of such holder, including, without limitation,
reasonable   attorney's  fees  and  expenses,   including   those
attorney's fees and expenses incurred on appeal or in  the  event
the  holder  takes actions to protects its interest hereunder  in
proceedings in bankruptcy.  As used herein, attorney's fees shall
include a separate award for paralegal or legal assistant's fees.
Such costs, expenses and attorney's fees shall become part of the
indebtedness secured by the Mortgage and shall draw interest from
the  date incurred until paid at the applicable Default  Rate  of
interest provided in the Loan Documents.

      No  reference herein to the Loan Documents and no provision
of  this  Note  or the Loan Documents shall alter or  impair  the
obligation  of Borrower, which is absolute and unconditional,  to
pay  the principal of and interest (and any default interest rate
or other charges due) on this Note as provided herein.

      Borrower  shall  be  in default under this  Note  upon  the
happening  of  any  of  the  following events,  circumstances  or
conditions; namely:

      (1)   Borrower  fails  to make payment  of  any  principal,
interest,  or  other amount due on any indebtedness  owed  Lender
under  this Note or any of the Loan Documents, or fails  to  make
any other payment to Lender as contemplated thereunder either  by
the terms hereof or otherwise.

      (2)  Any Borrower defaults under any other loan with Lender
in which such Borrower is a maker or a guarantor or fails to make
payment on any contract obligation in excess of $50,000.00 or  of
principal or interest on any indebtedness in excess of $50,000.00
other than that created under the Loan Documents, whether owed to
Lender  or  others,  beyond any period  of  grace  provided  with
respect  thereto  or  defaults in the performance  of  any  other
agreement,  or condition contained in any agreement  under  which
any  such other indebtedness is created, or there is otherwise  a
default or event of default thereunder, if the effect of any such
failure  or default is to cause, or permit the holder or  holders
of  such  indebtedness (or a trustee or other  person  or  entity
acting  in  behalf  of  such holder or  holders)  to  cause  such
indebtedness to become due prior to its stated maturity.

      (3)  Any representation or warranty made or deemed made  by
any  Borrower  herein or in any writing furnished  in  connection
with  or  pursuant to the Loan Documents shall be  false  in  any
material respect on the date when made or when deemed made.

      (4)  Any Borrower defaults in the performance or observance
of  or breaches any agreement, covenant, or condition binding  on
Borrower contained in the Mortgage or Loan Documents, or there is
otherwise  a  default or event of default under the  Mortgage  or
Loan Documents.

      (5)   A  default  by  any Borrower in  the  performance  or
observance  of  a  provision of any lease,  contract,  agreement,
mortgage,  promissory note, instrument, or  other  obligation  or
commitment in excess of $50,000.00 to which Borrower is  a  party
or in respect of which Borrower is obligated.

      (6)  Liquidation or dissolution of any Borrower, suspension
of the business of any Borrower, or the filing or commencement by
any  Borrower of a voluntary petition, case, proceeding or  other
action  seeking reorganization, arrangement, readjustment of  its
debts or any other relief under any existing or future law of any
jurisdiction, domestic or foreign, state or federal, relating  to
bankruptcy,  insolvency, reorganization or relief of debtors,  or
any  other  action  of any Borrower indicating  its  consent  to,
approval  of,  or  acquiescence  in,  any  such  petition,  case,
proceeding  or other action seeking to have an order  for  relief
entered with respect to Borrower or its debts; the application by
any  Borrower for, or the appointment, by consent or acquiescence
of,  a receiver, trustee, custodian or other similar official for
any  Borrower  or for all or a substantial part of its  property;
the  death  of  any Borrower; the making by any  Borrower  of  an
assignment  for  the benefit of creditors; the inability  of  any
Borrower,  or  the admission by any Borrower in  writing  of  its
inability, to pay its debts as they mature.

       (7)    Commencement  of  an  involuntary  petition,  case,
proceeding,  or  other  action against  any  Borrower  under  the
Bankruptcy   Code   or   seeking   reorganization,   arrangement,
readjustment of its debts, or any other relief under any existing
or  future law of any jurisdiction, domestic or foreign, state or
federal,  relating to bankruptcy, insolvency, reorganization,  or
relief  of  debtors not dismissed within 30 days  of  the  filing
thereof;  or the involuntary appointment of a receiver,  trustee,
custodian, or other similar official for any Borrower or for  all
or  a substantial part of such Borrower's property or assets;  or
there   shall  be  commenced  against  any  Borrower  any   case,
proceeding,  or  other action seeking issuance of  a  warrant  of
attachment, execution, distraint, or similar process against  all
or  any  substantial  part of any Borrower's assets  or  property
which  results in the entry of an order for such relief, and  the
continuance  of  any of such for thirty (30) days  without  being
vacated, discharged, stayed, bonded, or dismissed.

      (8)   Any report, certificate, financial statement or other
instrument  delivered to Lender by any Borrower is  at  any  time
false or misleading in any material respect.

      (9)  The rendition of a final judgment against any Borrower
for  the  payment of damages or money in an amount  greater  than
$50,000.00  if  the  same  is not discharged  or  if  a  writ  of
execution  or similar process is issued with respect thereto  and
is not stayed within the time allowed by law for filing notice of
appeal of the final judgment.

      (10)  The issuance of any attachment or garnishment or  the
violation of any law or any act or omission by any Borrower  that
results in the imposition of a lien by operation of law on any of
its  property, if the lien is not discharged within ten (10) days
after it has attached.

      (11)  Any  act  or  omission (formal or  informal)  of  any
Borrower  or  its  partners,  or  the  officers,  directors,   or
shareholders  of  its  partners  resulting  in  the  termination,
invalidation   (partial   or  total),   revocation,   suspension,
interruption,  or unenforceability of its partnership  existence,
or  its material rights, licenses, franchises, or permits, or the
transfer or disposition (whether by sale, lease, or otherwise) to
any person of all or a substantial part of its property.

     Each Borrower hereby waives presentment, demand, protest and
notice of any kind whatsoever.  The non-exercise by the holder of
any  of its rights hereunder in any particular instance shall not
constitute a waiver hereof in that or any subsequent instance.

      This Note, except as governed by applicable federal law and
regulations,  shall be construed in accordance with and  governed
by the laws of the State of Florida.

      BORROWER  AND  LENDER  HEREBY KNOWINGLY,  VOLUNTARILY,  AND
INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR  IN  CONNECTION WITH THE LOAN DOCUMENTS AND ANY OTHER DOCUMENT
EXECUTED  IN CONJUNCTION WITH THE LOANS HEREUNDER, OR ANY  COURSE
OF  CONDUCT,  COURSE  OF DEALING, STATEMENT  (WHETHER  VERBAL  OR
WRITTEN),  OR  ACTION  OF  EITHER PARTY.   THIS  PROVISION  IS  A
MATERIAL   INDUCEMENT  FOR  LENDER  TO  ENTER   INTO   ANY   LOAN
TRANSACTIONS HEREUNDER.

      This Note renews that certain $7,600,000.00 Promissory Note
from Borrowers to Lender dated April 19, 1993, and is exempt from
documentary stamp taxes.

      Agreed to effective this April 1, 1998, given and under the
hand and seal of the undersigned.


                         Orange-co, Inc., a Florida Corporation

                         By:/s/ Gene Mooney
                            -----------------------------------(SEAL)
                            Gene Mooney, its President
                            Tax Identification Number: 59-0918547

                         By:/s/ Dale Bruwelheide
                            -----------------------------------(SEAL)
                            Dale Bruwelheide, its Vice President and
                            Chief Financial Officer



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

                          By:/s/ Gene Mooney
                             -----------------------------------(SEAL)
                             Gene Mooney, its President
                             Tax Identification Number:59-1320991


                          By:/s/ Dale Bruwelheide
                             -----------------------------------(SEAL)
                             Dale Bruwelheide, its Vice President and
                             Chief Financial Officer