EXHIBIT 99.4

                                          Effective Date:  December 3, 1998


                     ORANGE-CO, INC., INC.
                   1998 INCENTIVE EQUITY PLAN


                        ----------------


                        TABLE OF CONTENTS

                                                        Page

ARTICLE I           DEFINITIONS

     (a)            "Affiliate"                               1
     (b)            "Agreement"                               1
     (c)            "Board"                                   1
     (d)            "Code"                                    1
     (e)            "Company"                                 1
     (f)            "Director"                                1
     (g)            "Employee"                                1
     (h)            "Employer"                                1
     (i)            "Fair Market Value"                       1
     (j)            "ISO"                                     2
     (k)            "1934 Act"                                2
     (l)            "Officer"                                 2
     (m)            "Option"                                  2
     (n)            "Optionee"                                2
     (o)            "Option Price"                            2
     (p)            "Parent"                                  3
     (q)            "Participant"                             3
     (r)            "Plan"                                    3
     (s)            "Purchasable"                             3
     (t)            "Reload Option"                           3
     (u)            "Restriction Period"                      3
     (v)            "Restricted Stock"                        3
     (w)            "SAR"                                     3
     (x)            "Stock"                                   3
     (y)            "Stock Appreciation Right"                3
     (z)            "Stock Option Agreement"                  4
     (aa)           "Subsidiary"                              4

                                 -32-


ARTICLE II          THE PLAN                                  4

     Section 2.l    Name                                      4
     Section 2.2    Purpose                                   4
     Section 2.3    Effective Date                            4
     Section 2.4    Termination Date                          4

ARTICLE III         ELIGIBILITY                               5

ARTICLE IV          ADMINISTRATION                            5

     Section 4.1    Duties and Powers of the Board            5
     Section 4.2    Interpretation; Rules                     5
     Section 4.3    No Liability                              5
     Section 4.4    Company Assistance                        5

ARTICLE V           SHARES OF STOCK SUBJECT TO PLAN           6

     Section 5.1    Limitations                               6
     Section 5.2    Antidilution                              6

ARTICLE VI          OPTIONS                                   7

     Section 6.1    Types of Options Granted                  7
     Section 6.2    Option Grant and Agreement                7
     Section 6.3    Optionee Limitations                      7
     Section 6.4    $100,000 Limitation                       8
     Section 6.5    Option Price                              8
     Section 6.6    Exercise Period                           8
     Section 6.7    Option Exercise                           9
     Section 6.8    Nontransferability of Option              9
     Section 6.9    Termination of Employment                10
     Section 6.10   Employment Rights                        10
     Section 6.11   Certain Successor Options                10

ARTICLE VII         STOCK APPRECIATION RIGHTS                10

     Section 7.1    Grant and Exercise                       10
     Section 7.2    Terms and Conditions                     11


                                 -33-


ARTICLE VIII        AWARDS OF RESTRICTED STOCK               12

     Section 8.1    Administration                           12
     Section 8.2    Restrictions and Conditions              12


ARTICLE IX          CONDITIONS TO ISSUING STOCK,
                    SAR OR RESTRICTED STOCK AWARD            14

ARTICLE X           TERMINATION, AMENDMENT AND
                    MODIFICATION OF PLAN                     14

ARTICLE XI          MISCELLANEOUS                            15

     Section 11.1   Replacement Grants                       15
     Section 11.2   Forfeiture for Competition               15
     Section 11.3   Plan Binding on Successors               15
     Section 11.4   Gender                                   15
     Section 11.5   Headings No Part of Plan                 15


                                 -34-



                        ORANGE-CO, INC.
                   1998 INCENTIVE EQUITY PLAN


                           ARTICLE I
                          DEFINITIONS

           As  used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the
contrary:

           (a)  "Affiliate" shall mean any entity other than  the
Company  and  its Subsidiaries which the Board designates  as  an
"Affiliate" for purposes of this Plan.

           (b)   "Agreement" shall mean an agreement between  the
company  and  a  Participant pursuant  to  which  the  terms  and
conditions  of any Options, SARs or Restricted Stock  granted  to
such Participant are specified.

           (c)  "Board" shall mean the Board of Directors of  the
Company.

           (d)   "Code"  shall  mean the United  States  Internal
Revenue  Code of 1986, as amended, including effective  date  and
transition rules (whether or not codified).  Any reference herein
to  a specific section or sections of the Code shall be deemed to
include a reference to any corresponding provision of future law.

           (e)   "Company" shall mean Orange-co, Inc., a  Florida
corporation, and any successor to it.

           (f)   "Director" shall mean a member of the Board.

           (g)  "Employee" shall mean any employee of the Company
or  any  Subsidiary  of the Company, and any  Director  who  also
serves  as  an  Officer  and  whose  duties  as  such  involve  a
significant   time   commitment  beyond  that   associated   with
preparation  for  and attendance at meetings  of  the  Board  and
committees thereof.

           (h)  "Employer" shall mean the corporation that employs
an Optionee.

           (i)  "Fair Market Value" of the shares of Stock on any
date shall mean:

                                (i)   the  closing  sales  price,
                    regular  way, or in the absence thereof,  the
                    mean  of  the  last reported  bid  and  asked
                    quotations,  on  such date  on  the  exchange
                    having the greatest volume of trading in  the
                    shares during the thirty-day period preceding
                    such  date (or if such exchange was not  open
                    for  trading on such date, the next preceding
                    date on which it was open); or


                                  -35-



                               (ii)  if  there  is  no  price  as
                    specified  in  (i), the final reported  sales
                    price,  or  if not reported, in the following
                    manner, the mean of the closing high bid  and
                    low  asked  prices,  in the  over-the-counter
                    market  for  the  shares as reported  by  The
                    Nasdaq   National   Market   or,   if    such
                    organization  is  not  in  existence,  by  an
                    organization  providing similar services,  on
                    such date (or if such date is not a date  for
                    which  such system or organization  generally
                    provides  reports, then on the next preceding
                    date for which it does so); or

                              (iii)     if there also is no price
                    as specified in (ii), the price determined by
                    the   Board  by  reference  to  bid-and-asked
                    quotations for the shares provided by members
                    of  an  association  of brokers  and  dealers
                    registered  pursuant to subsection  15(b)  of
                    the 1934 Act, which members make a market  in
                    the  shares,  for such recent  dates  as  the
                    Board  shall determine to be appropriate  for
                    fairly determining current market value; or

                               (iv) if there also is no price  as
                    specified in (iii), the amount determined  in
                    good   faith  by  the  Board  based  on  such
                    relevant facts, which may include opinions of
                    independent  experts, as may be available  to
                    the Board.

           (j)  "ISO" shall mean an Option that complies with and
is  subject  to  the  terms, limitations and conditions  of  Code
section 422 and any regulations promulgated with respect thereto.

           (k)  "1934 Act" shall mean the Securities Exchange Act
of 1934, as the same may be amended from time to time.

           (l)  "Officer" shall mean a person who constitutes  an
officer of the Company for the purposes of Section 16 of the 1934
Act,  as  determined by reference to such Section 16 and  to  the
rules, regulations, judicial decisions, and interpretative or "no-
action"  positions  with respect thereto of  the  Securities  and
Exchange  Commission, as the same may be in effect or  set  forth
from time to time.

           (m)   "Option"  shall  mean  a  contractual  right  to
purchase  Stock granted pursuant to the provisions of Article  VI
hereof.

           (n)   "Optionee" shall mean a person to whom an Option
has been granted hereunder.

           (o)   "Option Price" shall mean the price at which  an
Optionee may purchase a share of Stock pursuant to an Option.


                                  -36-


           (p)   "Parent" shall mean any corporation (other  than
the  corporation with respect to which the determination is being
made)  in  an  unbroken  chain of corporations  ending  with  the
corporation with respect to which the determination is being made
if,  at  the  time of the grant (or modification) of the  Option,
each  of the corporations other than the corporation with respect
to  which  the determination is being made owns stock  possessing
50% or more of the total combined voting power of all classes  of
stock in one of the other corporations in such chain.

           (q)   "Participant" shall mean a  person  to  whom  an
Option,   SAR  or  Stock  Appreciation  Right  has  been  granted
hereunder.

           (r)   "Plan"  shall  mean the  Orange-co,  Inc.,  1998
Incentive  Equity Plan as set forth herein and  as  amended  from
time to time.

           (s)  "Purchasable," when used to describe Stock, shall
refer  to  Stock that may be purchased by an Optionee  under  the
terms  of this Plan on or after a certain date specified  in  the
applicable Stock Option Agreement.

           (t)   "Reload  Option" shall mean an  Option  that  is
granted,  without further action of the Board, (i) to an Optionee
who  surrenders or authorizes the withholding of shares of  Stock
in  payment of amounts specified in paragraphs 6.7(c)  or  6.7(d)
hereof,  (ii) for the same number of shares as is so paid,  (iii)
as  of  the date of such payment and at an Option Price equal  to
the  Fair  Market  Value  of the Stock on  such  date,  and  (iv)
otherwise  on  the same terms and conditions as the Option  whose
exercise   has   occasioned  such  payment,   subject   to   such
contingencies,  conditions or other  terms  as  the  Board  shall
specify at the time such exercised Option is granted.

          (u)  "Restriction Period" shall mean the period of time
during which shares of Stock awarded to a Participant pursuant to
Article  VIII remain subject to the restrictions referred  to  in
Section 8.2.

           (v)   "Restricted Stock" shall mean an award of shares
of stock that is subject to restrictions under Article VIII.

           (w)  "SAR" shall mean stock appreciation right.

           (x)   "Stock"  shall mean the $0.50 par  value  common
stock of the Company or, in the event that the outstanding shares
of  such stock are hereafter changed into or exchanged for shares
of  a  different class of stock or securities of the  Company  or
some other corporation, such other stock or securities.

           (y)   "Stock Appreciation Right" shall mean the rights
granted under Article VIII to surrender to the Company all  or  a
portion  of a Stock Option in exchange for a payment in  cash  or
Stock.

                                  -37-


           (z)   "Stock Option Agreement" shall mean an agreement
between the Company and an Optionee setting forth the terms of an
Option.

           (aa)  "Subsidiary"  shall mean any corporation  (other
than  the corporation with respect to which the determination  is
being  made) in an unbroken chain of corporations beginning  with
the  corporation with respect to which the determination is being
made  if,  at  the  time  of the grant (or modification)  of  the
Option,  each of the corporations other than the last corporation
in  the  unbroken chain owns stock possessing 50% or more of  the
total combined voting power of all classes of stock in one of the
other corporations in such chain.


                           ARTICLE II
                            THE PLAN

      2.l   Name.   This  plan shall be known as the  "Orange-co,
Inc., 1998 Incentive Equity Plan."

      2.2   Purpose.  The purpose of the Plan is to  advance  the
interests of the Company, its stockholders, and any Subsidiary of
the  Company, by offering certain Participants an opportunity  to
acquire or increase their proprietary interests in the Company by
granting  such persons Options, Stock Appreciation Rights  and/or
Restricted  Stock.   These grants will  promote  the  growth  and
profitability of the Company, and any Subsidiary of the  Company,
because   Participants  will  be  provided  with  an   additional
incentive   to   achieve   the   Company's   objectives   through
participation in its success and growth.

      2.3   Effective Date.  The Plan shall become  effective  on
February 18, 1999 (the "Effective Date").  No Option, SAR
or   Restricted  Stock  granted  under  the  Plan  shall   become
exercisable or vested, however, until the Plan is approved by the
affirmative  vote of the holders of a majority of the  shares  of
common  stock represented at a stockholders meeting  at  which  a
quorum  is  present  and  grants under the  Plan  prior  to  such
approval  shall  be conditioned on and subject to such  approval.
Subject  to  this limitation, Options, SARs and Restricted  Stock
may  be  granted under the Plan at any time after  the  Effective
Date and before termination of the Plan.

      2.4   Termination  Date.  No further Options,  SARs  and/or
Restricted  Stock  shall  be  granted  hereunder  on   or   after
February 18, 2009, but all Options, SARs and/or Restricted  Stock
granted  prior to that time shall remain in effect in  accordance
with   their  terms;  provided,  however,  that  the  Plan  shall
terminate, and all Options, SARs and Restricted Stock theretofore
granted   shall  become  void  and  may  not  be  exercised,   on
February 18, 1999 if the stockholders of the Company shall  not
by that date have approved the Plan's adoption.


                                  -38-


                           ARTICLE III
                           ELIGIBILITY

      The  persons  eligible to participate in  this  Plan  shall
consist  only  of those individuals, Board members and  Employees
whose participation the Board determines is in the best interests
of the Company.


                           ARTICLE IV
                         ADMINISTRATION

      4.1   Duties  and Powers of the Board in Administering  the
Plan.   The  Plan  shall  be  administered  by  the  Board.    In
administering  the  Plan, the Board's actions and  determinations
shall be binding on all interested parties.  The Board shall have
the  power  to  grant  Options, SARs and/or Restricted  Stock  in
accordance  with  the  provisions of the Plan.   Subject  to  the
provisions  of the Plan, the Board shall have the discretion  and
authority  to  determine those individuals to whom Options,  SARs
and/or  Restricted  Stock will be granted  and  in  the  case  of
Options whether such Options shall be accompanied by the right to
receive Reload Options, the number of shares of Stock subject  to
each  Option, SAR or Restricted Stock, such other matters as  are
specified  herein,  and  any other terms and  conditions  of  the
Agreement  applicable  thereto.  To the extent  not  inconsistent
with  the  provisions  of  the Plan, the  Board  shall  have  the
authority to amend or modify an outstanding Agreement relative to
an  Option,  SAR or Restricted Stock, or to waive  any  provision
thereof, provided that the Participant consents to such action.

       4.2    Interpretation;  Rules.   Subject  to  the  express
provisions  of  the  Plan,  the Board also  shall  have  complete
authority to interpret the Plan, to prescribe, amend and  rescind
rules  and  regulations relating to it, to determine the  details
and   provisions  of  each  Agreement,  and  to  make  all  other
determinations  necessary or advisable in the  administration  of
the Plan, including, without limitation, the amending or altering
of any Options, SARs or Restricted Stock granted hereunder as may
be required to comply with or to conform to any federal, state or
local laws or regulations.

      4.3   No Liability.  No member of the Board shall be liable
to  any  person for any act or determination made in  good  faith
with  respect to the Plan or any Option, SAR or Restricted  Stock
granted hereunder.

      4.4  Company Assistance.  The Company shall supply full and
timely  information  to  the Board on  all  matters  relating  to
eligible persons, their employment, death, retirement, disability
or  other  termination  of employment, and such  other  pertinent
facts  as  the Board may require.  The Company shall furnish  the
Board with such clerical and other assistance as is necessary  in
the performance of its duties.

                                -39-


                            ARTICLE V
                 SHARES OF STOCK SUBJECT TO PLAN

      5.1   Limitations.  Subject to any antidilution  adjustment
pursuant  to  the provisions of Section 5.2 hereof,  the  maximum
number  of  shares of Stock that may be issued and sold hereunder
shall  be 750,000 shares.  Shares subject to an Option or  issued
pursuant to a Restricted Stock grant may be either authorized and
unissued  shares  or  shares issued and  later  acquired  by  the
Company; provided, however, that shares of Stock with respect  to
which an Option has been exercised or Restricted Stock which  has
become   vested  shall  not  again  be  available  for   issuance
hereunder.  The shares covered by (i) any unexercised portion  of
an  Option  that  has  terminated for any  reason,  or  (ii)  any
Restricted  Stock which has been forfeited, may again be  granted
under  this  Plan,  and such shares shall not  be  considered  as
having  been optioned or issued in computing the number of shares
of Stock remaining available for grant hereunder.

     5.2  Antidilution.

           (a)  In the event that the outstanding shares of Stock
are  changed into or exchanged for a different number or kind  of
shares  or  other securities of the Company by reason of  merger,
consolidation, reorganization, recapitalization, reclassification,
combination or exchange of shares, stock  split or stock dividend, 
or in the event that any spin-off, spin-out or other distribution 
of assets materially affects the price of the Company's stock:

                               (i)  The aggregate number and kind
                    of  shares  of Stock for which Options,  SARs
                    and/or   Restricted  Stock  may  be   granted
                    hereunder  shall  be adjusted proportionately
                    by the Board; and

                               (ii)  The  rights of  Participants
                    (concerning the number of shares  subject  to
                    Options and SARs and the Option Price)  under
                    outstanding   Options  and  SARs   shall   be
                    adjusted proportionately by the Board.

            (b)   If  the  Company  shall  be  a  party  to   any
reorganization  in  which it does not survive, involving  merger,
consolidation,  or acquisition of the stock or substantially  all
the assets of the Company, the Board, in its discretion, may:

                               (i)  declare that all Options  and
                    SARs  granted  under the  Plan  shall  become
                    exercisable   immediately   and   that    all
                    Restricted   Stock   shall   become    vested
                    notwithstanding   the   provisions   of   the
                    respective        Agreements        regarding
                    exercisability or vesting, and that all  such
                    Options  and  SARs  shall terminate  30  days
                    after  the Board gives written notice of  the
                    immediate right to exercise all such  Options
                    and SARs and of the decision to terminate all
                    Options and SARs not exercised within such 30-
                    day period; or


                                 -40-



                               (ii) notify all Participants  that
                    all  Options and SARs granted under the  Plan
                    and all Restricted Stock Agreements shall  be
                    assumed  by  the  successor  corporation   or
                    substituted with Options, SARs or  Restricted
                    Stock issued by such successor corporation.

          (c)  If the Company is to be liquidated or dissolved in
connection  with a reorganization described in paragraph  5.2(b),
the  provisions  of  such paragraph shall apply.   In  all  other
instances,  the adoption of a plan of dissolution or  liquidation
of  the  Company shall cause (i) every Option and SAR outstanding
under the Plan to terminate to the extent not exercised prior  to
the  adoption  of the plan of dissolution or liquidation  by  the
stockholders,  provided  that the Board  in  its  discretion  may
declare  all  Options  and SARs granted  under  the  Plan  to  be
exercisable  at  any  time on or before the  fifth  business  day
following  such  adoption notwithstanding the provisions  of  the
respective  Agreements regarding exercisability  and  (ii)  every
share  of  Restricted Stock to vest.  The Board's  actions  under
this  provision  and the Participant's exercise  of  Options  and
SAR's  under  this provision shall be subject,  however,  to  the
limitations set forth in Articles VI and Article VII hereof.

           (d)   The  adjustments  described  in  paragraphs  (a)
through  (c)  of  this  Section 5.2,  and  the  manner  of  their
application,  shall be determined solely by the  Board,  and  any
such  adjustment  may provide for the elimination  of  fractional
share  interests.  The adjustments required under this Article  V
shall  apply to any successors of the Company and shall  be  made
regardless  of the number or type of successive events  requiring
such adjustments.


                           ARTICLE VI
                             OPTIONS

      6.1   Types  of  Options Granted.  Within  the  limitations
provided herein, Options may be granted to one Participant at one
or several times or to different Participants at the same time or
at  different  times,  in either case under different  terms  and
conditions,  as long as the terms and conditions of  each  Option
are   consistent  with  the  provisions  of  the  Plan.   Without
limitation  of the foregoing, Options may be granted  subject  to
conditions  based on the financial performance of the Company  or
any other factor the Board deems relevant.

      6.2   Option Grant and Agreement.  Each Option  granted  or
modified hereunder shall be evidenced (a) by either minutes of  a
meeting  or a written consent of the Board, and (b) by a  written
Stock   Option  Agreement  executed  by  the  Company   and   the
Participant.   The  terms of the Option, including  the  Option's
duration, time or times of exercise, exercise price, whether  the
Option is intended to be an ISO, and whether the Option is to  be
accompanied  by  the right to receive a Reload Option,  shall  be
stated  in  the  Stock Option Agreement.  Separate  Stock  Option
Agreements  shall be used for Options intended to  be  ISO's  and
those not so intended.

     6.3  Optionee Limitations.  The Board shall not grant an ISO
to any person who, at the time the ISO would be granted:


                                  -41-


          (a)  is not an Employee; or

          (b)  owns or is considered to own stock possessing more
than  10%  of the total combined voting power of all  classes  of
stock  of  the  Employer,  or any Parent  or  Subsidiary  of  the
Employer; provided, however, that this limitation shall not apply
if  at  the time an ISO is granted the Option Price is  at  least
110% of the Fair Market Value of the Stock subject to such Option
and  such Option by its terms would not be exercisable after  the
expiration  of  five years from the date on which the  Option  is
granted.   For the purpose of this paragraph (b), a person  shall
be considered to own (i) the stock owned, directly or indirectly,
by  or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants, (ii) the  stock
owned,   directly  or  indirectly,  by  or  for  a   corporation,
partnership,  estate,  or trust in proportion  to  such  person's
stock  interest,  partnership  interest  or  beneficial  interest
therein, and (iii) the stock which such person may purchase under
any  outstanding  options of the Employer or  of  any  Parent  or
Subsidiary of the Employer.

      6.4   $100,000 Limitation.  Except as provided  below,  the
Board  shall  not  grant  an  ISO  to,  or  modify  the  exercise
provisions of outstanding ISO's held by, any person who,  at  the
time  the ISO is granted (or modified), would thereby receive  or
hold  any  incentive stock options (as described in Code  section
422)  of  the  Employer  and  any Parent  or  Subsidiary  of  the
Employer,  such that the aggregate Fair Market Value  (determined
as  of  the  respective  dates of grant or modification  of  each
option)  of the stock with respect to which such incentive  stock
options  are  exercisable for the first time during any  calendar
year  is  in  excess  of $100,000; provided, that  the  foregoing
restriction  on  modification  of  outstanding  ISO's  shall  not
preclude  the Board from modifying an outstanding ISO  if,  as  a
result of such modification and with the consent of the Optionee,
such  Option no longer constitutes an ISO; and provided that,  if
the  $100,000  limitation  described  in  this  Section  6.4   is
exceeded, an Option that otherwise qualifies as an ISO  shall  be
treated  as an ISO up to the limitation and the excess  shall  be
treated  as  an  Option not qualifying as an ISO.  The  preceding
sentence shall be applied by taking options intended to be  ISO's
into account in the order in which they were granted.

     6.5  Option Price.  The Option Price under each Option shall
be  determined by the Board.  However, the Option Price shall not
be less than 50% of the Fair Market Value of the Stock, or in the
case  of an ISO less than the Fair Market Value of the Stock,  in
each case on the date that the Option is granted (or, in the case
of  an  ISO  that is subsequently modified, on the date  of  such
modification).

      6.6   Exercise Period.  The period for the exercise of each
Option  granted hereunder shall be determined by the  Board,  but
the  Stock Option Agreement with respect to each Option  intended
to  be  an  ISO  shall  provide that such  Option  shall  not  be
exercisable  after the expiration of ten years from the  date  of
grant  (or  modification) of the Option.  In addition, no  Option
granted  to  an  Participant who is also an Officer  or  Director
shall  be exercisable prior to the expiration of six months  from
the  date such Option is granted, other than in the case  of  the
death or disability of such Participant.


                                 -42-

     6.7  Option Exercise.

           (a)   Unless  otherwise provided in the  Stock  Option
Agreement, an Option may be exercised at any time or from time to
time  during the term of the Option as to any or all whole shares
that  have become Purchasable under the provisions of the Option,
but  not  at  any  time  as to less than 100  shares  unless  the
remaining  shares that have become so Purchasable are  less  than
100  shares.  The Board shall have the authority to prescribe  in
any  Stock Option Agreement that the Option may be exercised only
in  accordance  with a vesting schedule during the  term  of  the
Option.

           (b)   An Option shall be exercised by (i) delivery  to
the  Treasurer of the Company at its principal office of  written
notice  of exercise with respect to a specified number of  shares
of  Stock, and (ii) payment to the Company at that office of  the
full amount of the Option Price for such number of shares.

           (c)   The Option Price shall be paid in full upon  the
exercise  of  the Option; provided, however, that the  Board  may
provide in a Stock Option Agreement that, in lieu of cash, all or
any  portion of the Option Price may be paid by tendering to  the
Company  shares of Stock duly endorsed for transfer and owned  by
the Optionee, to be credited against the Option Price at the Fair
Market Value of such shares on the date of exercise (however,  no
fractional  shares may be so transferred, and the  Company  shall
not  be  obligated to make any cash payments in consideration  of
any   excess  of  the  aggregate  Fair  Market  Value  of  shares
transferred over the aggregate option price).

           (d)  In addition to and at the time of payment of  the
Option  Price, the Optionee shall pay to the Company in cash  the
full amount of any federal, state and local income, employment or
other  taxes  required to be withheld from  the  income  of  such
Optionee as a result of such exercise; provided, however, that in
the  discretion  of  the  Board any Stock  Option  Agreement  may
provide that all or any portion of such tax obligations, together
with  additional taxes not exceeding the actual additional  taxes
to  be  owed  by the Optionee as a result of such exercise,  may,
upon  the  irrevocable  election of  the  Optionee,  be  paid  by
tendering to the Company whole shares of Stock duly endorsed  for
transfer  and owned by the Optionee, or by authorization  to  the
Company  to  withhold  shares of Stock  otherwise  issuable  upon
exercise  of the Option, in either case in that number of  shares
having  a Fair Market Value on the date of exercise equal to  the
amount  of  such  taxes thereby being paid, and subject  to  such
restrictions  as to the approval and timing of any such  election
as  the Board may from time to time determine to be necessary  or
appropriate to satisfy the conditions of the exemption set  forth
in Rule 16b-3 under the 1934 Act.

           (e)  The holder of an Option shall not have any of the
rights  of  a  stockholder with respect to the  shares  of  Stock
subject  to  the  Option until such shares have been  issued  and
transferred to him upon the exercise of the Option.

      6.8  Nontransferability of Option.  No Option or any rights
therein  shall be transferable by an Optionee otherwise  than  by
will or the laws of descent and distribution.  During the lifetime

                                -43-
                        


of an Optionee, an Option granted to that Optionee shall
be  exercisable  only  by such Optionee (or  by  such  Optionee's
guardian or other legal representative, should one be appointed).

      6.9   Termination of Employment.  The Board shall have  the
power  to  specify, with respect to the Options  granted  to  any
particular  Optionee, the effect upon such  Optionee's  right  to
exercise   an  Option  of  the  termination  of  such  Optionee's
employment under various circumstances, including but not limited
to  the  death  or  disability of the Optionee which  effect  may
include  immediate  or deferred termination  of  such  Optionee's
rights  under an Option, or acceleration of the date at which  an
Option may be exercised in full.

      6.10  Employment Rights.  Options granted  under  the  Plan
shall not be affected by any change of employment so long as  the
Optionee continues to be an employee or Board Member.  Nothing in
the  Plan  or in any Stock Option Agreement shall confer  on  any
person any right to continue in the employ of the Company or  any
Subsidiary of the Company, or shall interfere in any way with the
right  of  the  Company or any such Subsidiary to terminate  such
person's employment at any time.

       6.11   Certain  Successor  Options.   To  the  extent  not
inconsistent with the terms, limitations and conditions  of  Code
section   422,  and  any  regulations  promulgated  with  respect
thereto,  an  Option issued in respect of an option  held  by  an
Employee  to acquire stock of any entity acquired, by  merger  or
otherwise, by the Company (or any Subsidiary of the Company)  may
contain  terms that differ from those stated in this Article  VI,
but  solely  to  the extent necessary to preserve  for  any  such
employee  the  rights and benefits contained in such  predecessor
option, or to satisfy the requirements of Code section 425(a).


                          ARTICLE VII
                   STOCK APPRECIATION RIGHTS

          7.1  Grant and Exercise.  Stock Appreciation Rights may
be  granted  in conjunction with all or part of any Stock  Option
granted  under  the  Plan.  In the case of a Non-Qualified  Stock
Option, such rights may be granted either at or after the time of
the  grant  of  such Stock Option.  In the case of  an  Incentive
Stock Option, such rights may be granted only at the time of  the
grant of such Stock Option.

      A  Stock  Appreciation Right or applicable portion  thereof
granted with respect to a given Stock Option shall terminate  and
no  longer be exercisable upon the termination or exercise of the
related Stock Option, except that, unless otherwise determined by
the  Board  at  the  time  of grant, a Stock  Appreciation  Right
granted  with  respect  to less than the full  number  of  shares
covered by a related Stock Option shall not be reduced until  the
number  of  shares covered by an exercise or termination  of  the
related Stock Option exceeds the number of shares not covered  by
the Stock Appreciation Right.

       A   Stock  Appreciation  Right  may  be  exercised  by   a
Participant, in accordance with Section 


                                 -44-

7.2, by surrendering  the applicable portion of the related Stock 
Option in accordance with procedures established by the Board for 
such purposes. Upon  such exercise and surrender, the Participant 
shall  be  entitled  to receive  an amount determined in a manner 
prescribed in  Section 7.1.   Stock  Options  which have been so  
surrendered  shall  no longer  be  exercisable to the extent the
related  Stock Appreciation Rights have been exercised.

           7.2   Terms and Conditions.  Stock Appreciation Rights
shall  be  subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as shall be determined from time
to time by the Board, including the following:

                                (i)   Stock  Appreciation  Rights
                    shall  be  exercisable only at such  time  or
                    times  and  to  the  extent  that  the  Stock
                    Options to which they relate are exercisable,
                    in  accordance with the provisions of Article
                    VI and Article VII of the Plan.

                               (ii)  Upon the exercise of a Stock
                    Appreciation  Right, a Participant  shall  be
                    entitled to receive an amount in cash  and/or
                    shares  of  Stock in the aggregate  equal  in
                    value  to the excess of the Fair Market Value
                    of  one share of Stock over the option  price
                    per  share  specified in  the  related  Stock
                    Option multiplied by the number of shares  in
                    respect of which the Stock Appreciation Right
                    shall  have  been exercised, with  the  Board
                    having  the  right to determine the  form  of
                    payment.

                              (iii)     Stock Appreciation Rights
                    shall  be transferable only when and  to  the
                    extent that the underlying Stock Option would
                    be transferable under Article VI of the Plan.

                               (iv)  Upon the exercise of a Stock
                    Appreciation Right, the Stock Option or  part
                    thereof to which Stock Appreciation Right  is
                    related   shall  be  deemed  to   have   been
                    exercised  for the purpose of the  limitation
                    set  forth  in Article V of the Plan  on  the
                    number of shares of Stock to be issued  under
                    the  Plan,  but  only to the  extent  of  the
                    number  of  shares of Stock issued under  the
                    Stock  Appreciation Right based on the  value
                    of the Stock Appreciation Right.

                               (v)  The Board may provide, at the
                    time  of  grant, that such Stock Appreciation
                    Right can be exercised only in the event of a
                    Change  in Control and/or a Potential  Change
                    in   Control,  subject  to  such  terms   and
                    conditions as the Board may specify at grant.

                               (vi)  The  Board may also  provide
                    that,  in  the event of a Change  in  Control
                    and/or  a  Potential Change in  Control,  the
                    amount  to  be  paid upon the exercise  of  a
                    Stock  Appreciation Right shall be  based  on
                    the  Change in Control Price, subject to such
                    terms and conditions as 


                                 -45-


                    the Board may specify at grant.



                          ARTICLE VIII
                   AWARDS OF RESTRICTED STOCK

          8.1  Administration.  Shares of Restricted Stock may be
issued either alone or in addition to other awards granted  under
the  Plan.   The Board shall determine Participants to whom,  and
the  time or times at which, such grants will be made, the number
of  shares  to  be awarded, the price (if any) to be  paid  under
Section 8.2(i) by the recipient of a Restricted Stock Award,  the
time  or  times  within  which such  awards  may  be  subject  to
forfeiture, and all other conditions of the awards.

      The Board may condition grants of Restricted Stock upon the
attainment  of specified performance goals or such other  factors
or criteria as the Board may determine.

      The  provisions of Restricted Stock Awards need not be  the
same with respect to each recipient.

           8.2   Restrictions  and Conditions.  Restricted  Stock
Awards  shall  be  subject  to  the  following  restrictions  and
conditions:

                               (i)  The purchase price for shares
                    of  Restricted Stock may be equal to or  less
                    than their par value and may be zero.

                               (ii)  Awards  of Restricted  Stock
                    must  be accepted within a period of 60  days
                    (or  such  shorter periods as the  Board  may
                    specify  at grant) after the award  date,  by
                    executing  a  Restricted Stock Agreement  and
                    paying  whatever price (if any)  is  required
                    under Section 8.2(i).

                                   The prospective recipient of a
                    Restricted  Stock Award shall  not  have  any
                    rights with respect to such award, unless and
                    until   such   recipient  has   executed   an
                    agreement  evidencing  the  award   and   has
                    delivered  a fully executed copy  thereof  to
                    the  Company, and has otherwise complied with
                    the  applicable terms and conditions of  such
                    award.

                                     (iii)      Each  Participant
                    receiving a Restricted Stock Award  shall  be
                    issued a stock certificate in respect of such
                    shares of Restricted Stock.  Such certificate
                    shall  be  registered in  the  name  of  such
                    Participant,  and shall bear  an  appropriate
                    legend  referring  to the terms,  conditions,
                    and  restrictions applicable to  such  award,
                    substantially in the following form:

                                    "The transferability of  this
                    certificate   and   the   shares   of   stock
                    represented hereby are subject to  the  terms
                    and  conditions (including forfeiture) of the
                    Orange-co, Inc. 1998 Incentive Equity Plan and an


                                  -46-



                    Agreement entered into  between  the
                    registered owner and Orange-co, Inc.   Copies
                    of such Plan and Agreement are on file in the
                    offices of Orange-co, Inc., Bartow, Florida.

                                   The Board may require that the
                    stock certificates evidencing such shares  be
                    held  in  custody  by the Company  until  the
                    restrictions thereon shall have  lapsed,  and
                    that,  as a condition of any Restricted Stock
                    Award, the participant shall have delivered a
                    stock  power, endorsed in blank, relating  to
                    the Stock covered by such award.

                               (iv) Subject to the provisions  of
                    this Plan and the applicable award agreement,
                    during  a  period set by the Board commencing
                    with the date of such award (the "Restriction
                    Period"),  the  Participant  shall   not   be
                    permitted  to sell, transfer, pledge,  assign
                    or  otherwise  encumber shares of  Restricted
                    Stock awarded under the Plan.

                    Based  on  service, performance  and/or  such
                    other  factors or criteria as the  Board  may
                    determine,  the  Board may,  however,  at  or
                    after  grant  provide for the lapse  of  such
                    restrictions  in  installments   and/or   may
                    accelerate  or  waive  such  restrictions  in
                    whole or in part.

                               (v)   Except as provided  in  this
                    Section  8.2, unless otherwise determined  by
                    the  Board  the  recipient shall  have,  with
                    respect  to  the  shares of Restricted  Stock
                    covered by any award, all of the rights of  a
                    stockholder  of  the Company,  including  the
                    right  to  vote the shares, and the right  to
                    receive any dividends.

                               (vi)  Except as otherwise provided
                    in  this  Section 8.2 and in  the  applicable
                    award  agreement,  upon  termination   of   a
                    participant's employment with the Company  or
                    any  Subsidiary or Affiliate for  any  reason
                    during  the  Restriction Period for  a  given
                    award,   all   shares   still   subject    to
                    restriction   shall  be  forfeited   by   the
                    participant, provided, however, the Board may
                    provide for waiver of the restrictions in the
                    event  of  termination of employment  due  to
                    death, disability or retirement.

                               (vii)     In the event of hardship
                    or   other   special   circumstances   of   a
                    participant whose employment with the Company
                    or    any   Subsidiary   or   Affiliate    is
                    involuntarily terminated, the Board may waive
                    in  whole  or  in part any or  all  remaining
                    restrictions with respect to any  or  all  of
                    the Participant's Restricted Stock, based  on
                    such  factors and criteria as the  Board  may
                    deem appropriate.

                                (viii)  If and when the Restriction
                    Period expires without  a  prior forfeiture


                                  -47-


                    of the Restricted Stock subject to
                    such    Restriction   Period,    unrestricted
                    certificates   for  such  shares   shall   be
                    delivered to the participant.


                           ARTICLE IX
                  CONDITIONS TO ISSUING STOCK,
                 SAR OR RESTRICTED STOCK AWARD

      The  Company shall not be required to issue or deliver  any
Stock  purchased (i) pursuant to any Restricted  Stock  Award  or
(ii)  upon  the  full or partial exercise of any  Option  or  SAR
granted  hereunder prior to fulfillment of all of  the  following
conditions:

           (a)   The admission of such shares to listing  on  all
stock exchanges on which the Stock is then listed;

           (b)   The  completion  of any  registration  or  other
qualification of such shares that the Company shall determine  to
be necessary or advisable under any federal or state law or under
the  rulings  or  regulations  of  the  Securities  and  Exchange
Commission  or  any other governmental regulatory  body,  or  the
Company's determination that an exemption is available from  such
registration or qualification;

           (c)   The obtaining of any approval or other clearance
from  any  federal or state governmental agency that the  Company
shall determine to be necessary or advisable; and

           (d)   The  lapse  of such reasonable  period  of  time
following  exercise  as  shall  be  appropriate  for  reasons  of
administrative convenience.

      Unless the shares of Stock covered by the Plan shall be the
subject   of  an  effective  registration  statement  under   the
Securities Act of 1933, as amended, stock certificates issued and
delivered to Participants shall bear such restrictive legends  as
the  Company  shall  deem  necessary  or  advisable  pursuant  to
applicable federal and state securities laws.


                           ARTICLE X
        TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

      The  Board  may at any time, (i) cause the Board  to  cease
granting  Options or Restricted Stock Awards, (ii) terminate  the
Plan, or (iii) in any respect amend or modify the Plan; provided,
however,  that  the  Board (unless its actions  are  approved  or
ratified by the stockholders of the Company within twelve  months
of the date the Board amends the Plan) may not amend the Plan to:

           (a)  Increase the number of shares of Stock subject to
the Plan beyond the amount previously approved or ratified by the
stockholders; or

                                 -48-


           (b)   Change or modify the class of persons  that  may
participate in the Plan.

      No termination, amendment or modification of the Plan shall
affect   adversely  the  rights  of  a  Participant   under   any
outstanding  Option, SAR or Restricted Stock  Award  without  the
consent of the Participant or his legal representative.


                           ARTICLE XI
                          MISCELLANEOUS

      11.1  Replacement  Grants.  At the sole discretion  of  the
Board,  a  Participant may be given an election to  surrender  an
Option,  SAR  or  Restricted Stock Award in exchange  for  a  new
Option, SAR or Restricted Stock Award.

      11.2 Forfeiture for Competition.  If a Participant provides
services  to  a  competitor  of  the  Company  or  any   of   its
Subsidiaries,   whether  as  an  employee,   officer,   director,
independent  contractor,  consultant, agent  or  otherwise,  such
services  being  of a nature that can reasonably be  expected  to
involve  the  skills  and experience used  or  developed  by  the
Participant  while  an  employee  or  Board  member,  then   that
Participant's rights under any Options, SARs or Restricted  Stock
Awards  outstanding hereunder shall be forfeited and  terminated,
subject to a determination to the contrary by the Board.

      11.3 Plan Binding on Successors.  The Plan shall be binding
upon the successors of the Company.

      11.4  Gender.  Whenever used herein, the masculine  pronoun
shall include the feminine gender.

      11.5  Headings No Part of Plan.  Headings of  Articles  and
Sections  hereof are inserted for convenience and reference,  and
do not constitute a part of the Plan.

          
                                 -49-