EXHIBIT 10-32



               EIGHTH AMENDMENT TO LOAN AGREEMENT



     THIS EIGHTH AMENDMENT TO LOAN AGREEMENT dated as of March 8,
1999, 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, as amended, by and among the Bank and the Borrowers, 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 increase
the commitment amount under the Working Capital Loan from
$45,000,000.00 to $50,000,000.00; 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 "Working Capital Loan" is hereby
deleted and, in lieu thereof, there is substituted the following:

               "Working Capital Loan" shall mean the loan or
               loans up to but not exceeding the principal amount
               of $50,000,000.00 made to the Borrowers 


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               by the Bank pursuant to and in accordance with the terms
               of this Agreement."

          (b)  Section 2.01 of the Loan Agreement is hereby
deleted and, in lieu thereof, there is substituted the following:

               "SECTION 2.01.  The Loans.  The Bank agrees from
               time to time during the applicable Revolving
               Period to lend to the Borrowers, upon the request
               of either Borrower, or pursuant to the Cash
               Management Agreement, on the terms and conditions
               set forth herein, up to the maximum principal
               amount of $10,000,000.00 with respect to the
               Revolving Loan and up to the lesser of (i)
               $50,000,000.00 or (ii) the amount of the Borrowing
               Base with respect to the Working Capital Loan.
               During the Revolving Period, the Borrowers shall
               be entitled to receive the entire proceeds of the
               Loans in one or more Advances pursuant to Section
               2.02 hereof, except as otherwise specifically set
               forth in this Agreement.  Advances under the
               Revolving Loan and the Working Capital Loan shall
               be evidenced by the Revolving Note and the Working
               Capital Note, respectively, payable as provided in
               Section 2.08 hereof.  After the expiration of the
               Revolving Period, the Borrowers shall not be
               entitled to receive any Subsequent Advance.  The
               Working Capital Loan and Revolving Loan may
               revolve during the Revolving Period; accordingly,
               during the Revolving Period, the Borrowers may
               borrow up to the maximum principal amount of said
               Working Capital Loan and Revolving Loan, repay all
               or any portion of such principal amount of said
               Loans, and reborrow up to such maximum principal
               amount, subject to the terms and conditions set
               forth herein.  If at any time the principal amount
               outstanding under the Working Capital Loan exceeds
               the amount of the Borrowing Base, the Borrowers
               shall immediately reduce the excess principal
               balance of the Working Capital Loan.

          (c)  Section 4.01(a) of the Loan Agreement is hereby
deleted and, in lieu thereof, there is substituted the following:

               "(a) Accounting; Financial Statement; Etc.   The
               Borrowers will deliver or cause to be delivered to
               the Bank copies of each of the following:

                    (i)  as soon as practicable and in any event
                    within forty-five (45) days after the end of
                    each quarter in each fiscal year, internally
                    generated financial statements of the
                    Borrowers and their Subsidiaries for the
                    period from the beginning of the current
                    fiscal year to the end of such quarter, in
                    reasonable detail and certified by an
                    authorized financial officer of the
                    Borrowers, subject to changes resulting from
                    year-end adjustments;

                    (ii) as soon as practicable and in any event
                    within ninety (90) days after the end of each
                    fiscal year, an audited consolidated profit
                    and loss statement, reconciliation of surplus
                    statement, and source and application of
                    funds statement of the Borrowers 


                                 -20-

                    and their Subsidiaries for such year, and an audited
                    consolidated balance sheet of the Borrowers
                    and their Subsidiaries as at the end of such
                    year, setting forth in each case in
                    comparative form corresponding consolidated
                    figures from the preceding annual audit and
                    certified to the Borrowers by independent
                    certified public accountants of recognized
                    standing selected by the Borrowers whose
                    certificate shall be in scope and substance
                    satisfactory to the Bank;

                    (iii)  promptly upon transmission thereof,
                    copies of all such financial statements,
                    proxy statements, notices, and reports as it
                    shall send to all stockholders and of all
                    registration statements (without exhibits)
                    and all reports which either Borrower is or
                    may be required to file with the Securities
                    and Exchange Commission or any governmental
                    body or agency succeeding to the functions of
                    such Commission;

                    (iv) promptly upon receipt thereof, a copy of
                    each other report submitted to the Borrower
                    by independent accountants in connection with
                    any annual, interim, or special audit made by
                    them of the books of the Borrowers;

                    (v)  Simultaneously with the delivery of each
                    set of annual and quarterly financial
                    statements prior to April 1, 1999, a
                    statement of the Borrower's chief executive
                    officer, chief financial/accounting officer
                    or chief technology officer to the effect
                    that nothing has come to his/her attention to
                    cause him/her to believe that the Y2K Plan
                    milestones have not been met in a manner such
                    that the Borrower's and its Subsidiaries'
                    hardware and software systems will not be
                    Year 2000 Compliant and Ready on or before
                    March 31, 1999.

                    (vi) on a monthly basis, a Borrowing Base
                    Certificate; and

                    (vii)  with reasonable promptness,
                    information regarding the hedging activities
                    of the Borrowers and their Subsidiaries
                    including a summary of all futures long and
                    short positions and such other data and
                    information as from time to time may be
                    required by the Bank.`
                    
                    Together with each delivery of financial
                    statement required by clause (ii) above, the
                    Borrowers shall deliver to the Bank a
                    certificate of said accountants stating that,
                    in making the audit necessary to have the
                    certificate of such financial statements,
                    they have obtained no knowledge of an Event
                    of Default or Default, or, if any such Event
                    of Default or Default exists, specifying the
                    nature and period of existence thereof.  Such
                    accountants, however, shall not be liable to
                    anyone by reason of their failure to obtain
                    knowledge of any such Event of Default or
                    Default which would not be disclosed in the
                    course of an audit conducted in accordance
                    with GAAP.  The Borrowers also covenant that
                    forthwith upon any officer of the 

  
                                  -21-


                    Borrowers obtaining knowledge of any Event of Default
                    or Default under this Agreement or any other
                    obligation of the Borrowers, it shall deliver
                    to the Bank an Officer's Certificate
                    specifying the nature thereof, the period of
                    existence thereof, and what action the
                    Borrowers proposes to take with respect
                    thereto."

          (d)  Article Four of the Loan Agreement is hereby
amended by adding Section 4.01(t) as follows:

               "(t) Year 2000 Compliance.  Each Borrower has
               developed a comprehensive working plan (the "Y2K
               Plan") to insure that each Borrower's and each
               Subsidiary's software and hardware systems which
               impact or affect in any material way the business
               operations of either Borrower and their
               Subsidiaries will be Year 2000 Compliant and Ready
               (defined below) by no later than March 31, 1999.
               Upon the request of the Bank, each Borrower will
               promptly deliver to the Bank a copy of such Y2K
               Plan and a copy of any third party assessment of
               the Y2K Plan (if available).  Each Borrower and
               their Subsidiaries have met all previous Y2K Plan
               milestones and will hereafter meet all future Y2K
               Plan milestones so that all hardware and software
               systems will be Year 2000 Compliant and Ready in
               accordance with the Y2K Plan, except where the
               failure to meet such milestones has not had, or
               would not have, a material adverse effect on the
               business, operations, assets or condition
               (financial or otherwise) of either Borrower or
               their Subsidiaries on a consolidated basis.  As
               used herein, "Year 2000 Compliant and Ready" means
               that each Borrower's and their Subsidiary's
               hardware and software systems with respect to the
               operation of their business and their general
               business plan will: (i) handle date information
               involving any and all dates before, during and/or
               after January 1, 2000, including accepting input,
               providing output and performing date calculations
               in whole or in part; (ii) operate accurately
               without interruption on and in respect of any and
               all dates before, during and/or after January 1,
               2000 and without any change in performance, (iii)
               respond to and process two digit year input
               without creating any ambiguity as to the century,
               and (iv) store and provide date input information
               without creating any ambiguity as to the century."
     
     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
Eighth 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


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          (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 Eighth 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 Eighth
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)

                                 -23-                              
                              
                              BANK:

                              SUNTRUST BANK, CENTRAL FLORIDA,
                              NATIONAL ASSOCIATION


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


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