EXHIBIT 10.31




               CONSOLIDATED, AMENDED AND RESTATED
            FLORIDA MORTGAGE AND SECURITY AGREEMENT


     THIS CONSOLIDATED, AMENDED AND RESTATED FLORIDA MORTGAGE AND SECURITY 
AGREEMENT (the "Mortgage"), made and entered into as of this 2nd day of June,
1998, by and between Orange-co of Florida, Inc., a Florida corporation having
a mailing address at 2020 U.S. Highway 17 South, Bartow, Florida 33830,
hereinafter referred to as the "Mortgagor," which term shall be construed to 
include the successors and assigns of the Mortgagor, all of  whom  shall  be
bound hereby, and John Hancock Mutual Life Insurance Company, a Massachusetts  
corporation, having an address of P.O. Box 111, John Hancock  Place, Boston,
Massachusetts  02117,  hereinafter referred to as the "Mortgagee," and the 
successors and assigns of the Mortgagee.

                W I T N E S S E T H:

     WHEREAS, the Mortgagee is presently the owner and holder of the following
described instruments, as well as other loan documents executed in connection
with a mortgage loan (the "Loan Documents")  which encumbers certain personal
property  and  real property situate in Polk County, Florida, to wit:

     1.   That certain Renewal Promissory Note dated November 8, 1979 (the
"1979 Renewal Note"), representing an indebtedness in the original principal 
amount of Sixteen Million Three  Hundred Thousand and No/100 Dollars 
($16,300,000.00), collateralized by that certain Loan Modification Agreement, 
Notice of Advance and Restated Florida Mortgage and Security Agreement entered
into by and between Mortgagor and Mortgagee as of the 8th day of

NOTA BENE:  State of Florida Documentary Stamp Tax in the amount required by
            law has been paid and the documentary stamps obtained upon such
            payment have been affixed  to  that certain Loan Modification  
            Agreement, Notice of Advance and Restated Florida Mortgage and
            Security Agreement dated the 8th day of November,  1979 and 
            recorded in Official Records Book 1911, Page 1040, that certain
            Future Advance Agreement dated as of April 21, 1993 and recorded 
            in Official Records Book  3226, Page 971, and that certain
            Florida Second Mortgage and Security Agreement dated August 13, 
            1996 and recorded in Official Records Book 3718, Page  176, all
            as recorded in the Public Records of Polk County, Florida, as well
            as that certain Florida Mortgage and Security Agreement of even 
            date herewith given by the Mortgagor to Mortgagee, recorded or to 
            be recorded in the Public Records of Polk County, Florida.

November,  1979 and recorded in Official Records Book 1911, Page 1040,  
Public Records of Polk County, Florida, and amended and restated pursuant 
to that certain Amended and Restated Florida Mortgage & Security Agreement 
and Spreader Agreement entered into by and between Mortgagor and Mortgagee 
as of the 21st day of April, 1993 and recorded in Official Records Book 3226, 
Page 937, Public  Records of  Polk County, Florida  (collectively, the
"Amended and Restated Mortgage").

     2.   That certain Future Advance Promissory Note
dated April 21, 1993  (the "1993 Future Advance Note"), executed by
Mortgagor in favor of Mortgagee in the original principal amount of  
Eight Million Seven Hundred Forty-three Thousand One Hundred
Ninety-one and No/100  Dollars  ($8,743,191.00),  collateralized
by that certain Future Advance Agreement entered into  by  and
between Mortgagor and Mortgagee as of the 21st day of April, 1993  
and recorded  in Official Records Book 3226, Page 971 of the Public
Records of Polk County, Florida (the "Future Advance Agreement").

     3.   That certain Renewal Note (the "1993 Renewal Note") dated as
of April 21, 1993 and executed by Mortgagor in favor of Mortgagee in the
original amount of $12,000,000.00  which combines and renews that certain 
1979 Renewal Note and the 1993 Future Advance Note, and the 1993 Renewal
Note is collateralized by the Amended and Restated Mortgage and the Future 
Advance Agreement.

     4.   That certain Promissory Note (the "1996 Promissory Note")
dated August 13, 1996, executed by Mortgagor in favor of Mortgagee in the
original principal amount of Ten Million and No/100 Dollars ($10,000,000.00), 
collateralized by that certain Florida Second Mortgage and Security Agreement 
(the "Second Mortgage") executed by Mortgagor in favor of Mortgagee on August 
13, 1996 and recorded in Official Records Book 3718, Page  176, Public 
Records of Polk County, Florida.

     5.   That certain Consolidated, Amended and Restated Florida Mortgage 
and Security Agreement (the "First Consolidated Mortgage") executed by 
Mortgagor in favor of Mortgagee on August 13, 1996 and recorded in Official 
Records Book 3718, Page 198, of the  Public  Records of Polk County, Florida, 
which consolidates the Amended and Restated Mortgage, the Future Advance  
Agreement and the Second Mortgage, as well as to modify and restate the
terms and conditions of said documents, as set forth in the First Consolidated
Mortgage, and the 1993 Renewal Note and the 1996 Promissory Note are
collateralized by the First Consolidated Mortgage.

     6.   That certain Demand Promissory Note (the "Demand Note") dated 
June 2, 1998, executed by Mortgagor in favor of Mortgagee in the original 
principal amount of Nine Million and No/100 Dollars ($9,000,00.00), which is
collateralized by that certain Florida Mortgage and Security  Agreement 
(the "Demand Note Mortgage") executed by Mortgagor in favor of Mortgagee
on June 2, 1998 and recorded under Clerk's File No. 082681, Public Records 
of Polk County, Florida.

     7.   That certain Renewal Note (the "1998 Renewal Note") dated
June 2, 1998 executed by the Mortgagor in favor of Mortgagee in the original  
principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00)
which combines and renews the 1993 Renewal Note and the Demand Note.

     WHEREAS, the principal balance remaining under the 1998 Renewal Note is
Fifteen Million and No/100 Dollars ($15,000,000.00) and the principal balance 
remaining unpaid on the 1996 Promissory Note is Eight Million Two Hundred 
Fifty Thousand and No/100 Dollars ($8,250,000,000.00).

     WHEREAS,  Mortgagor has agreed to consolidate the First Consolidated 
Mortgage and the Demand Note Mortgage as well as to modify and restate the 
terms and conditions of said documents, as set forth in this Mortgage, and 
has agreed that the 1998 Renewal Note and the 1996 Promissory Note are 
collateralized by this Mortgage.

     NOW,  THEREFORE, in consideration of the aforesaid premises, the mutual 
benefits and the mutual promises of the parties hereto and other good and
valuable consideration, it is hereby agreed by the Mortgagor and Mortgagee 
as follows:

     KNOW ALL MEN BY THESE PRESENTS, that Mortgagor does hereby grant, bargain,
sell, assign and convey to Mortgagee and Mortgagee's successors and assigns 
forever, the real estate more particularly described in Exhibit A attached 
hereto and made a part hereto, together with all the buildings, structures,
offices, barns, tanks, and all other improvements of whatsoever kind and nature,
now or hereafter erected thereon and located in the County of Polk, State of 
Florida, together with all and singular the easements, tenements, hereditaments,
appurtenances and other rights and privileges thereunto belonging or in any 
wise now or hereafter appertaining, and the rents, issues and profits thereof,  
as well as all proceeds under any  policy or policies of insurance;  together
with  all tangible personal property and fixtures of Mortgagor whether now
owned or in existence of hereafter acquired or created, including goods (but 
excluding inventory), accessions, machinery, equipment, farm products and 
fixtures, such terms having the meaning ascribed by the Uniform Commercial 
Code, including, but not limited to,  all citrus crops now and hereafter
growing on the real estate described on Exhibit A attached hereto and made a  
part hereof (provided that the Mortgagee's interest as a first lienor on
such citrus crops shall remain in effect until such time as such citrus crops 
are harvested, processed or packed, and thereafter the lien evidenced hereby 
shall be deemed to be released and provided further that all of Mortgagor's
existing and future inventories of citrus products are specifically excluded 
from the lien  of this Mortgage), all minerals or the like (including  oil
and gas) now and hereafter situate in, under or on the real estate described
on Exhibit A attached hereto and  made  a  part hereof  or  extracted
therefrom, and all apparatus, chattels, fixtures, machinery,  furniture,  
furnishings, installations, equipment and other property (provided that all
grove caretaking and harvesting equipment including, but not limited to,
nonpermanent irrigation equipment not necessary for proper irrigation and
care of the real estate described on Exhibit  A attached hereto and made a 
part hereof, sprayers, tractors, trucks, trailers, hedging and topping 
equipment and movable grove caretaking and harvesting equipment of like
nature are specifically excluded from the lien of this Mortgage)  now or
hereafter attached to or used or procured for use in connection with  the 
operation and maintenance of a citrus concentrate plant situate on the real 
estate described on Exhibit A attached hereto and made a part hereof or in 
connection with  the  operation, maintenance or protection of any buildings,
structures,  offices, barns,  tanks and all other improvements of whatsoever  
kind and nature, whether real or personal, whether now owned or hereafter
acquired, and whether or not attached to any building, structure, office, 
barn, tank, or any other improvements of whatsoever  kind and nature, and
all elevators, escalators, vaults, safes, screens, awnings, storm windows 
and doors, window blinds and shades, inlaid floor coverings, shrubbery, 
plants, fences, gates, stoves, ranges, sinks, drinking fountains, ventilating,
refrigerating, air conditioning, incinerating, dishwashing and cleaning 
equipment, pipes, wires, irrigation and sprinkler systems (including overhead
or underground systems and all wells, pumps, motors and power units which
are installed as part of same) and all apparatus associated with the foregoing
located on the real estate described on Exhibit A attached hereto and made a 
part hereof, all of which shall be subject to the lien of this Mortgage.  To 
the extent permitted by law, the foregoing  items shall be  considered  part  
of the  hereinabove  described real estate.

  TO  HAVE AND TO HOLD said mortgaged premises, with all said tenements,  
hereditaments, easements, appurtenances and other rights and privileges 
thereunto belonging, or in any wise now or hereafter appertaining unto and 
to the use of the Mortgagee, its successors and assigns, forever.

          THE MORTGAGOR HEREBY COVENANTS AND AGREES:

1.   The  recitals set forth in the foregoing "WHEREAS" clauses are true and 
     correct and are hereby incorporated by reference and made a part hereof 
     as if fully set forth herein.  This Mortgage is given as security for
     the performance and observation of the covenants and agreements herein 
     contained and to secure to the Mortgagee the payment of the principal 
     sum of Fifteen Million and no/100 Dollars ($15,000,000.00) and interest
     thereon evidenced by the 1998 Renewal Note according to its terms, the 
     final payment of the entire indebtedness, including accrued and unpaid
     interest, if any, being due and payable on June 1, 2008, as well as to 
     secure to Mortgagee the payment of the principal sum of Ten Million and 
     No/100 Dollars ($10,000,000.00) and interest thereon evidenced by the 1996 
     Promissory Note, payable according to its terms, to the order of the
     Mortgagee, the final payment of the entire indebtedness, including accrued
     and unpaid interest, if any, being due and payable on August 1, 2003.
     Immediately upon recording this Mortgage among the Public Records of Polk
     County, Florida, the lien of the First Consolidated Mortgage and the 
     Demand Note Mortgage as consolidated, modified and restated herein, is
     and shall be construed to constitute in law one first mortgage lien on the
     real property described on Exhibit A attached hereto and made a part
     hereof, as well as the improvements and personal property situate thereon
     (as described above) securing the obligations set forth in the 1998
     Renewal Note and the 1996 Promissory Note, and although the  First 
     Consolidated  Mortgage and the Demand  Note  Mortgage,  as consolidated, 
     modified and restated herein, shall remain in full force and effect as a
     lien and encumbrance in favor of the Mortgagee, henceforth the recitations,
     terms, conditions, covenants, promises and provisions of this  Mortgage
     shall constitute the one first mortgage lien from Mortgagor to Mortgagee
     encumbering the real property described on Exhibit A attached hereto and
     made a part hereof, as well as the improvements and personal property 
     situate thereon (as described above),  and the recitations, terms, 
     conditions, covenants, promises and provisions of this Mortgage shall 
     govern in the event of a conflict between the terms and conditions set
     forth in this Mortgage and those set forth in the First Consolidated
     Mortgage and the Demand Note Mortgage.  Any default by the Mortgagor in
     the payment or performance of the 1998 Renewal Note and the 1996
     Promissory Note shall, at the option of Mortgagee, constitute a default
     not only with respect to the 1998 Renewal Note  and  this Mortgage, but
     also with respect to the 1996 Promissory Note, and any default by the
     Mortgagor in the payment or performance of the 1996 Promissory Note shall,
     at the option of Mortgagee, constitute a default not only with respect to
     the 1996 Promissory Note and this Mortgage, but also with respect to the
     1998 Renewal Note, and, in any of such events, Mortgagee shall  be
     entitled to exercise all of the rights granted  to Mortgagee in the event 
     of a default as set forth in the 1998 Renewal Note, the 1996 Promissory 
     Note and this Mortgage, as well as in law and/or in equity.
     
2.   The  Mortgagor is well and lawfully seized of the mortgaged premises as
     a good and indefeasible estate in fee simple and has good right and full 
     power to sell and convey the same; that the mortgaged premises are free
     and clear of all encumbrances, except this Mortgage (and other loan
     documents consolidated, modified and restated herein), building and use
     restrictions and easement of  record, if any, zoning ordinances, if any,
     and taxes and assessments not yet overdue; and that the Mortgagor will 
     make any further assurances of title that the Mortgagee may require and
     will warrant and defend said mortgaged premises against  all lawful
     claims and demands whatsoever.
3.   Mortgagor will pay the 1998 Renewal Note and the 1996 Promissory Note 
     (hereinafter sometimes collectively referred to as the "Notes") in 
     accordance with their terms and will perform and comply with all of the
     terms and provisions thereof.
     
4.   Mortgagor will keep protected and in good order, repair and condition at
     all times the buildings and improvements (including fixtures) now standing
     or hereafter erected or placed upon the mortgaged premises and any and all
     appurtenances, apparatus and articles of personal property, including, 
     but not limited to, furniture, furnishings and equipment, now or hereafter 
     in or attached to or used in connection with said buildings or
     improvements, promptly replacing any of the aforesaid which may become
     lost, destroyed or unsuitable for use, and will  keep insured  the
     aforesaid real and personal property and  the interests and liabilities
     incident to the ownership thereof, in manner, forms, companies, sums
     and length of terms satisfactory to the Mortgagee, provided, however,
     that Federal Crop Insurance shall not be required of the Mortgagor; that
     all insurance policies are to be held by and, to the extent of its
     interests, are to be for the benefit of and first payable in case of
     loss to the Mortgagee except as hereinafter provided, and the Mortgagor
     shall deliver to the Mortgagee evidence of continuing insurance
     coverage at least fifteen (15) days before the date any existing policy 
     expires.  In  the event of a casualty or loss as contemplated herein for
     which insurance proceeds are recoverable under the policy or policies of
     insurance to be kept by the Mortgagor, the amounts recoverable shall be
     applied as follows:
     
          (a)   in  events  of  casualty or loss  for which the proceeds
recoverable are $50,000.00 or less, such proceeds may be collected solely 
by the Mortgagor and used by the Mortgagor in any  manner it deems fit and 
proper, whether for restoration of the loss or casualty or otherwise;

          (b)   in  events  of  casualty or loss  for which  the proceeds  
recoverable are in excess of $50,000.00, but less  than $500,000.00, and the
further event that the Mortgagor shall have, on or before the time of 
collection of said proceeds, furnished to the Mortgagee evidence satisfactory 
to the Mortgagee that such proceeds will and can be used to replace or 
restore the lost or damaged property to a condition satisfactory to the  
Mortgagee within nine (9) months from the date of the casualty  or loss,
then, in such events, it shall be conclusively presumed that  the Mortgagee 
has agreed to the application and use of such  proceeds for such replacement
and restoration and the other options of the Mortgagee regarding the 
application of insurance proceeds (as set forth  in  subparagraph (c) below)
shall be  unavailable  to  the Mortgagee,  provided however, that in  such 
foregoing events the Mortgagor will remain obligated to actually apply such
proceeds to said replacement or restoration, and provided further that should
Mortgagor fail to provide Mortgagee with the aforementioned satisfactory 
evidence of use of proceeds  for replacement   and  restoration purposes,  
then the  Mortgagee's options  regarding the application of insurance 
proceeds  recited in subparagraph (c) below shall remain fully available
to  the Mortgagee;

          (c)   in  events  of  casualty or loss  for which  the proceeds 
recoverable are $500,000.00 or more, the proceeds collected may, at the option
of the Mortgagee, be used in any one or more of the following  ways:   
(1)  applied against the indebtedness secured hereby, whether such indebtedness
then be matured or unmatured, (2)  used to fulfill any of the covenants 
contained herein as the Mortgagee may determine,  (3)  used to replace or 
restore the property to a condition satisfactory  to the Mortgagee, or 
(4)  released to the Mortgagor.

     The  Mortgagor expressly agrees that all proceeds under  any policy  or  
policies of insurance are hereby assigned to the Mortgagee and both Mortgagor
and Mortgagee expressly agree to the method and manner of application of 
proceeds as set forth herein. Additionally,  the Mortgagee is hereby
irrevocably appointed by the Mortgagor as attorney of the Mortgagor to assign 
any  policy in  the  event of  the  foreclosure of this  Mortgage  or  other
extinguishment of the indebtedness secured hereby.

5.   Mortgagor  will  pay before same become delinquent  or  any penalty
     attaches thereto for non-payment, all taxes, assessments and charges of
     every nature and to whomever assessed that may now or hereafter be levied
     or assessed, or by reason of non-payment become a lien prior to this 
     Mortgage, upon the mortgaged premises or any part thereof, upon the rents,
     issues, income or profits thereof, whether any or all of said taxes,
     assessments or charges be levied directly or indirectly or as excise 
     taxes or as income taxes, and will thereupon submit to the Mortgagee
     such evidence of the due and punctual payment of such taxes, etc., as
     the Mortgagee may require.  It is agreed by the Mortgagee and Mortgagor
     that there shall be excepted from the foregoing requirement such taxes,
     assessments and public charges  the assessment or collection of which is
     being contested by the Mortgagor, by appropriate legal proceedings, in
     good faith and with due diligence, provided always however that the
     Mortgagee shall retain the right, notwithstanding any contest which may
     be conducted by the Mortgagor, to redeem the mortgaged premises or any
     part thereof from tax sale without any obligation on the part of the 
     Mortgagee to inquire into the validity of such taxes, assessments and/or
     tax sales (the receipts of the proper taxing officials being conclusive
     evidence of the validity and amount thereof).  The Mortgagor agrees that
     it shall give Mortgagee fifteen (15) days' prior  written notice of its
     intention to engage in such good faith contests and shall bear all cost,
     expense and attorney fees involved in such contest, including any costs
     incurred for same by the Mortgagee.
     
6.   If Mortgagor shall neglect or refuse to keep in good repair and condition
     the property referred to in paragraphs 4 and 7, to replace the same as
     therein agreed, to maintain and pay  the premiums for insurance which 
     may be required under paragraph 4 or to pay and discharge all taxes,
     assessments and charges of every nature and to whomever assessed, as
     provided for in paragraph 5, subject to the Mortgagor's right to
     bring good faith contests as provided in said paragraph 5, the Mortgagee
     may, at its election, cause  such repairs or replacements to be made,
     obtain such insurance or pay said taxes, assessments and charges and any
     amounts paid as a result thereof, together with interest thereon at the
     rate of nine and eighteen hundredths percent (9.18%) per annum from the
     date of payment, shall be immediately due and payable by the Mortgagor
     to the Mortgagee, and until paid shall be  added to and become a part of
     the principal debt secured hereby, and the same may be collected as a
     part of said principal debt in any suit hereon or upon the Notes; or the
     Mortgagee, by the payment of any tax assessment or charge, may, if it
     sees fit, be thereby subrogated to the rights of the state, county,
     village and all political or governmental subdivisions.  No such advances
     shall be deemed to relieve the Mortgagor from any  default hereunder or
     impair any right to remedy consequent thereon, and the exercise of the
     rights to make advances granted in this paragraph shall be optional with
     the Mortgagee and not obligatory and the Mortgagee shall not in any case
     be liable  to  the Mortgagor for a failure to exercise any such right.

7.   Mortgagor will keep the mortgaged premises in good order and repair and
     will not commit or suffer any waste or stripping of the mortgaged premises
     or any violation of any law, regulation, ordinance or contract affecting
     the mortgaged premises and will not  commit or suffer any demolition, 
     removal or material alteration of any of the buildings or improvements
     (including fixtures) on the mortgaged premises without the prior written
     consent of the Mortgagee.  The Mortgagor shall have the right, after prior
     notice to the Mortgagee, to contest by appropriate legal proceedings
     diligently conducted in good faith, in the name of the Mortgagor, without
     cost or expense to the Mortgagee, the validity or application of any law
     regulation, or ordinance of the nature herein referred to, subject to 
     the following:

          (a)   if by the terms of any such law, regulation  or ordinance,  
compliance therewith pending the prosecution  of  any such proceeding may
legally be delayed without the incurrence of any lien, charge or liability of 
any kind against the mortgaged premises  or  the  Mortgagor's ownership
interest  therein,  and without subjecting the Mortgagor or the Mortgagee to
any liability, civil or criminal, for failure  so  to comply,  the Mortgagor,  
provided it prosecutes any such proceeding  with  due diligence,  may  delay
compliance  therewith  until  the   final determination of such proceeding;

          (b)   if  any lien, charge or civil liability would be incurred by  
reason of any such delay,  as  provided  above  in subparagraph (a), the
Mortgagor may nevertheless, with the  prior written consent of the Mortgagee,
contest and delay compliance with such law, regulation and ordinance as
provided in subparagraph (a), provided that such contest or delay would not
subject the Mortgagee to criminal liability and the Mortgagor furnishes to the
Mortgagee  security, satisfactory to the Mortgagee,  against any loss, injury
or liability by reason of such contest or delay, and prosecutes the contest 
with due diligence.  Upon giving the approvals required above, the Mortgagee
will execute and deliver any  appropriate documents which  may  be  necessary 
or proper to permit  the  Mortgagor  to contest  the validity or application
of any such law, regulation or ordinance, provided however that the Mortgagee
shall not be required to execute and deliver any documents which in the 
reasonable judgment of the Mortgagee may prejudice the Mortgagee's interest
in the mortgaged premises.

     8.   Mortgagor agrees that all awards heretofore or hereafter made by any
public or quasi-public authority to present and all subsequent  owners of the 
premises covered by this Mortgage by virtue of any exercise of the right of 
eminent domain  by  such authority, including any award for a taking of title,
possession or right of access to a public way, or for any change of grade of 
streets affecting said premises, are hereby assigned to the Mortgagee; and the
Mortgagee, at its option, is hereby authorized,  directed and empowered to 
collect  and receive  the proceeds of any such award and awards from the 
authorities making the same and to give proper receipts and acquittances 
therefor, and may, at the Mortgagee's election, use such proceeds in any one
or more of the following ways;  (1)  apply the same or any part thereof against
the indebtedness secured hereby,  whether such  indebtedness then be matured
or unmatured, (2)  use the same or any part thereof to fulfill any of the  
covenants contained herein as the Mortgagee may determine, (3) use the same  
or any part thereof to replace or restore the property to a condition 
satisfactory to the Mortgagee, or (4)  release the same to the Mortgagor; 
and the Mortgagor hereby covenants and agrees to and with the Mortgagee,  upon 
request by the Mortgagee, to make, execute and delivery any and all assignments
and other instruments sufficient for the purpose of assigning all such awards 
to the Mortgagee free, clear and discharged of any and all encumbrances of
any kind or nature whatsoever.

     9.    Of even date herewith, Orange-co, Inc., a Florida corporation 
("OCI"), the parent company of the Mortgagor, has issued its certificate to 
the Mortgagee, in connection with this loan (the "Certificate") setting forth 
its agreements and the business requirements to be maintained by OCI at all
times prior to the payment in full of the indebtedness secured hereby 
(the "Business Requirements").   It is agreed that it shall be a default
under the terms and conditions of this Mortgage in the event that OCI fails to
maintain or otherwise violates the Business Requirements set forth in the 
Certificate.  Mortgagor will deliver to the Mortgagee, in detail satisfactory 
to the Mortgagee:  (i)  unaudited quarterly financial statements regarding OCI
as soon as practicable, but in any event within forty-five (45) days subsequent
to the end of each fiscal quarter, and (ii)  within ninety (90) days after the 
expiration of each fiscal year, audited financial statements regarding OCI and
related certificates and financial data, all in accordance with paragraph 16 
hereof.  At the same time that the above  described quarterly  and annual
financial statements are delivered to the Mortgagee, the appropriate corporate 
officers of OCI shall issue and  deliver a certificate to the Mortgagee as to  
whether the covenants set forth in the Certificate have been complied  with, 
and stating whether or not there exists any default or any event of default 
under the Notes, this Mortgage or under the Certificate, and the appropriate
corporate officers of the Mortgagor shall issue and deliver a certificate to 
the Mortgagee as to whether the covenant set forth in this Mortgage has  been 
complied  with, and stating whether or  not  there  exists  any default or any
event of defaults under the Note, this Mortgage or any document executed in 
connection with same.

     10.  That if any action or proceeding be commenced, excepting an action to
foreclose this Mortgage or to collect the debt hereby secured, to which action 
or proceeding the Mortgagee is made a party by reason of the execution of this 
Mortgage or the Notes which it secures, or in which it becomes necessary to 
defend  or uphold  the lien of this Mortgage, all sums paid by the Mortgagee
for the expense of any litigation to prosecute or defend the rights and lien  
created hereby including all court costs, abstracting charges and reasonable 
attorneys' fees (including such fees for trial, pretrial and appellate matters),
shall be paid by the Mortgagor together with interest thereon from date of 
payment at the rate of nine and eighteen hundredths percent (9.18%) per annum
and any such sum and the interest thereon shall be immediately due and payable 
and be secured hereby, having the benefit of the lien hereby created, as a part
thereof, and of its priority.

     11.   Subject to the Mortgagor's right to bring good faith contests as 
provided above in paragraph 5, Mortgagor shall pay all sums, the failure to pay
which may result in the acquisition of a lien prior to the lien of this Mortgage
before such a prior lien may attach, or which may result in conferring upon a
tenant of any part of the mortgaged premises a right to recover such sums as 
prepaid rent, or as a credit or offset against any future rental obligation.

     12.  Mortgagor shall assign to the Mortgagee, upon request, as further
security for the indebtedness secured hereby, the lessor's interests in any 
or all leases, and the Mortgagor's interests  in  all  agreements, contracts,
licenses and permits affecting the property subject to this Mortgage, such 
assignments to  be made by instruments in from satisfactory to the Mortgagee; 
but no such assignment shall be construed as a consent by the Mortgagee to any
lease, agreement, contract, license or permit so assigned, or to impose upon 
the Mortgagee any obligations with respect thereto.  Nothing contained in this
paragraph 12 or in paragraphs 13 or 14 below shall be construed as a waiver or
consent by the Mortgagee to any violation of the prohibitions and restrictions
set forth in subparagraph 23 (g) hereof.

     13.   Mortgagor shall not cancel any of the leases now or hereafter 
assigned to Mortgagee pursuant to paragraph 12 above, nor terminate or accept 
a surrender thereof or reduce the payment of the rent thereunder or modify
any of said leases or accept any prepayment of  rent therein (except any  
amount which may be required  to  be prepaid by the terms of any such lease)
without first  obtaining, on each occasion, the written approval  of  the 
Mortgagee.

     14.   Mortgagor will faithfully keep and perform all of the obligations
of the landlord under all of the leases now or hereafter assigned to the 
Mortgagee pursuant to paragraph 12 above and will not permit to accrue to any 
tenant under any such lease any right to prepaid rent pursuant to the terms of
any lease other than the usual prepayment of rent as would  result from  the  
acceptance on the first day of each month of the rent for the ensuing month,
according to the terms  of  the  various leases.

     15.  Except as otherwise provided herein, the Mortgagor agrees that,
during the term hereof, the Mortgagor will not acquire  any equipment, 
machinery, furniture, furnishings, fixtures or apparatus  covered  by  this 
Mortgage subject to any security interest, conditional sale, title retention
arrangement or other charge or lien  taking precedence  over  this  Mortgage.
The Mortgagor shall have the right to add, substitute or replace such machinery
and equipment during the term hereof, provided, however, that the Mortgagor 
shall not so add, substitute or replace in such a manner as to substantially 
diminish or impair the value of the security of this Mortgage and provided
further that all of the right, title and interest of the Mortgagor in all such
replacement or additional machinery and equipment shall, when acquired by the 
Mortgagor, be encumbered by the lien of this Mortgage  and become an integral
part of the security under this Mortgage.  Anything to the contrary contained 
in this Mortgage, including the specific provisions ofthis paragraph 15,
notwithstanding, the Mortgagor shall have the right without being deemed to 
be in default of its covenants contained herein, during the  term  hereof and
without the prior written consent of the Mortgagee, to remove as items included
in the mortgaged premises, such equipment, machinery, furniture, furnishings,
fixtures  or apparatus  which have depreciated to such extent so as to render
the same a non-material asset or assets.  For the purposes of this paragraph 15,
non-material assets are those items of personal property having a salvage value
of $50,000 or less. In events of removal of non-material assets by the 
Mortgagor,  the Mortgagor  shall  not  be  required to  replace  such assets as
contemplated herein unless such removal without replacement will serve to 
substantially  diminish or impair the value of the security of this Mortgage or
materially  affect  the  business operations  of the Mortgagor or its ability
to  fulfill  its obligations hereunder.  The Mortgagor expressly  agrees that 
it shall not, without replacing same, remove as part of the mortgaged premises
any tangible personal property having a salvage value in excess of $50,000 
without having first obtained the prior written consent of the Mortgagee.

     16.   Mortgagor  shall furnish to Mortgagee, at Mortgagor's expense,
within ninety (90) days after the end of each fiscal year, a consolidated 
balance sheet and consolidated statement  of income and retained earnings
of OCI and said company's consolidated subsidiaries, certified by independent
public accountants selected by OCI and satisfactory to the Mortgagee, together
with a certificate of said accountants to the effect that their audit of the
financial affairs of OCI and its consolidated subsidiaries for such fiscal year
has not disclosed any default under the terms and provisions of this Mortgage,
or if such accountants have obtained knowledge of such default, they shall  
specify in the certificate the nature and status thereof. The foregoing audited
financial statement shall be accompanied by unaudited consolidating financial
information reporting financial data for the Mortgagor.  Such supplementary 
financial information relating to the condition of the Mortgagor is to be of 
sufficient detail in order to permit determination of the status of the various
financial and business requirements provided for herein. The  Mortgagee and
its representatives shall have the right to inspect all books of accounts 
relating to the property encumbered by this  Mortgage and the financial and
business requirements contained herein (and to make copies or extracts 
therefrom) and to cause such books to be audited by such independent public
accountants selected by the Mortgagee as often as may be reasonably requested,
provided however, that such inspection and audit shall be at the Mortgagee's
expense.

     17.  This Mortgage is personal to the Mortgagor herein, and no sale,
lease, encumbrance or other transfer or conveyance shall be made by Mortgagor 
of the property encumbered by this Mortgage, except for the sale of non-material
personal property pursuant to paragraph 15 of this Mortgage, or premises 
described herein or any part thereof without first obtaining the prior written
consent of the Mortgagee.  In the event Mortgagee gives this written consent 
in a sale transaction, the grantee named in the conveyance shall assume and 
agree to pay the obligation evidenced by the Notes secured hereby.  Any 
conveyance of the property herein described or any part thereof in violation 
of the terms of this  paragraph shall entitle Mortgagee to accelerate the 
payment of the obligation secured hereby and all sums of money secured hereby
shall, at the option of Mortgagee, and upon the giving of notice thereof, 
become immediately due and payable and in default whether or not the same are 
so due and payable and in default by the specific terms hereof.  In the event
of sale with the approval of Mortgagee having first been obtained, nothing  
herein contained shall be construed to constitute a novation or release 
Mortgagor or any subsequent owner of liability or obligation under the Notes 
secured hereby or this Mortgage by reason of the aforesaid assumption of the
obligation under the Notes secured hereunder, whether real or personal, 
excepting that the Mortgagor shall have the right to add, substitute or replace
personal property without the prior consent of the Mortgagee in accordance with
the provisions of paragraph 15 hereof, and excepting that the Mortgagor shall
be permitted to bring good faith contests as provided in paragraph 5 herein.

     18.  Mortgagor shall not at any time during the term hereof, without
having first obtained the prior written consent of the Mortgagee, mortgage, 
pledge or otherwise encumber or place any lien,  or  permit  the  same, to
be filed against  the  real  and personal property encumbered hereby, or 
any portion thereof.

     19.  Mortgagor shall at all times during the term hereof comply with and
conform to the requirements of all federal, state and local laws, ordinances,
regulations, conditions and restrictions applicable or pertaining  to, or 
affecting, the property and improvements  described herein or the business and
operations of the Mortgagor, and Mortgagor shall not knowingly commit, suffer
or permit any act to be done in violation thereof, including, without 
limitation, all federal, state and local pollution control laws and regulations
affecting the property encumbered hereby and the operation hereof.   Mortgagor
warrants and represents that:

          (a)  to the best of Mortgagor's knowledge, there has been no release
or discharge of hazardous materials, hazardous wastes, hazardous substances,
solid wastes or pollution upon, in, over or under the mortgaged premises and 
that no such materials or pollution has migrated thereto from neighboring land;

          (b)  Mortgagor has not received any notice from any governmental
agency or authority or from any tenant or other occupant or from any other
person or entity with respect to any release or discharge of hazardous 
materials, hazardous wastes, hazardous substances, solid waste or pollution 
upon, in, over or under  the mortgaged premises;

          (c)  to the best of Mortgagor's knowledge, there is no asbestos or
asbestos-containing  materials,  PCB's, radon gas or urea formaldehyde foam 
insulation at or within the mortgaged premises; and

          (d)  Mortgagor has fully disclosed to Mortgagee all material facts
regarding the mortgaged premises, the Mortgagor and the Mortgagor's business 
operations.

     If Mortgagor's warranties and representations set forth in this Mortgage 
are not true and correct, then Mortgagee, at its option, shall have the right 
to declare the loan immediately  due and payable and to accelerate the entire 
indebtedness.

     Mortgagor covenants and agrees that:

          (a)  Mortgagor is not and will not become involved in operations at
the mortgaged premises or at other locations which would lead to the imposition
on Mortgagor of liability under Chapter  403, Florida  Statutes,  the Resource
Conservation  and  Recovery  Act ("RCRA"),  42 U.S.C. 6903, Comprehensive 
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 
42  U.S.  9601 or any  other  federal,  state  or  local  ordinances,  laws
or regulations   regarding  environmental matters or hazardous substances;

          (b)  Mortgagor will promptly comply with the requirements of Chapter
403,  Florida Statutes, RCRA, CERCLA  and  all  federal, state and local laws
and regulations regarding environmental matters or hazardous substances as the
same may each be  amended from time to time (including all federal, state and
local laws and regulations regarding underground storage tanks), and all such
laws and regulations relating to asbestos and asbestos-containing  materials,  
PCB's, radon  gas, and urea formaldehyde foam insulation, and will notify
Mortgagee  promptly in  the event of any release or discharge or a threatened 
release or discharge of hazardous materials, hazardous wastes, hazardous 
substances, solid waste or pollution upon, in, over or under the mortgaged
premises as those terms are defined in Chapter 403, Florida Statutes and any
federal, state or local ordinances, laws or regulations regarding environmental
matters or hazardous substances, or the presence of asbestos or 
asbestos-containing materials, PCB's, radon gas or urea formaldehyde foam 
insulation at the mortgaged premises, or of the receipt by Mortgagor of any 
notice from  any governmental agency or authority or from any tenant or other 
occupant or from any other person or entity with respect to any alleged such 
release or presence  promptly  upon discovery  of  such release, or promptly 
upon receipt of such notice, and will promptly send Mortgagee copies of all
results of any tests regarding same on the mortgaged premises, including, but 
not limited to test on underground storage tanks; and

          (c)  Mortgagor indemnifies and holds Mortgagee harmless from and 
against all loss, liability, damage and expense, including attorneys fees on 
the trial court and appellate levels, suffered or incurred by Mortgagee, as 
holder of the Mortgage, Mortgagee in possession or as successor in interest
to Mortgagor as owner ofthe mortgaged premises by virtue of foreclosure or
acceptance of a deed in lieu of foreclosure, under or on account of said 
Chapter 403 and any federal, state or local ordinances, laws or regulations
regarding environmental matters or hazardous substances, including the 
assertion of any liens taking  priority over  the  lien of this Mortgage 
relating to any such release or discharge of hazardous materials which may 
occur prior to the discharge of this Mortgage.

     In   the  event  that  Mortgagor  fails  to abide by the above-described
covenants, Mortgagee, at its option, shall have the right to declare the loan
immediately due and payable, and to accelerate the entire indebtedness.

     During the term of this Mortgage, Mortgagee may, but is not obligated to,
enter upon the mortgaged premises to make reasonable inspection of its 
condition, including, but not limited to soil and groundwater sampling and 
monitoring, inspection for hazardous waste, asbestos or asbestos-containing 
materials, PBC's, radon  gas and/or  urea  formaldehyde foam insulation; 
provided, however, that any such inspections shall be at  reasonable  times  
and without unreasonably  disturbing  the occupancy of any of the tenants on
the mortgaged premises.

     In the event Mortgagor fails to comply with the requirements of said 
Chapters 403 and any federal, state or local ordinances, laws  or regulations
regarding environmental matters or hazardous substances,  and should such 
condition remain uncorrected  for  a period  of thirty (30) days, Mortgagee
may, at its election, but without the obligation so to do, cause curative or
remedial  work to  be  performed at the mortgaged premises, or take any and 
all other  actions as Mortgagee deems necessary, as shall cure said failure 
of compliance, and any amounts paid as a result thereof, together with 
interest thereon from the date of payment at the rate equal to the highest 
rate permitted by law, but in no event to exceed twelve and one-half percent
(12.5%) per annum, shall be immediately due and payable by Mortgagor to
Mortgagee, and  until paid  shall  be added to and become a part of the 
principal  debt secured hereby, having the benefit of the lien hereby created, 
as a part  thereof,  and  of its priority,  and  the  same may be collected
as a part of said principal debt in any suit hereon or upon the Notes secured
hereby, or Mortgagee, by the payment of any  assessment, claim or charge, may, 
if it sees fit, be thereby subrogated  to the rights of the State of Florida,
but  no  such advance  shall  be deemed to relieve Mortgagor from  any  default
hereunder or impair any rights or remedy consequent thereon.

     20.   Mortgagor agrees that during the term hereof, the Mortgagee shall
have the right, upon reasonable notice, during normal business  hours and by
appointment,  to  enter  upon  the mortgaged premises for the purpose of 
inspecting same and for the purpose  of  ascertaining  that  the  various
requirements and restrictions  contained herein are being  complied with by
the Mortgagor.

     21.   In  the event that Mortgagor shall (1) consent to  the appointment
of a receiver or trustee of all or a substantial part of  Mortgagor's  assets,
or  (2) be adjudicated a bankrupt or insolvent, or file voluntary petition 
in bankruptcy or admit in writing its inability to pay its debts as they 
become due, or (3) make a general assignment for the benefit of creditors, or
(4) file  a  petition or answer seeking reorganization or arrangement with
creditors, or to take advantage of any insolvency law, or (5)  file  an  answer
admitting the material allegations of a petition filed  against  the  Mortgagor
in  any bankruptcy, reorganization or insolvency proceeding, or (6) action 
shall be taken by the Mortgagor for the purpose of effecting any of the 
foregoing, or (7) any order, judgment or decree shall be  entered upon an
application of a creditor or Mortgagor by  a court  of competent jurisdiction
approving a petition seeking appointment of a receiver or trustee of all or 
a substantial  part  of  the Mortgagor's  assets  and  such order, judgment or
decree  shall continue  unstayed and in effect for any period of thirty (30) 
consecutive  days,  the Mortgagee may declare  the  Notes  hereby secured
immediately due and payable, without notice or demand, whereupon the principal
of and the interest accrued on the  Notes and  all  other sums hereby secured
shall become immediately  due and  payable as if all of the said sums of money 
were originally stipulated  to  be paid on such day; and thereupon the Mortgagee
without  notice or demand may prosecute a suit at law  and/or  in equity  as 
if all monies secured hereby had matured prior to  its institution.

     22.   It  is  agreed that nothing herein contained  nor  any transaction
related thereto shall be construed or so operate as to require the Mortgagor 
to pay interest at a rate greater  than it  is  now lawful in such case to 
contract for, or to  make  any payment or to do any act contrary to law; that
if any clauses  or provisions   herein  contained  operate  or  would
prospectively operate to invalidate this Mortgage or the Notes in whole or in
part,  then, such clauses and provisions only shall be  held  for naught, as
though not herein contained, and the remainder of this Mortgage shall remain 
operative and in full force and effect.

     23.    The   Mortgagor  understands  and  agrees that the successful
operation of the mortgaged premises by the Mortgagor as a citrus concentrate 
plant forms an integral  part  of  the security given hereby and the Mortgagor
expressly agrees that  it shall, during the term hereof, conduct its corporate 
business  in compliance with the below-listed requirements and the failure by
Mortgagor to comply with or abide by such  requirements, or Mortgagor's 
misrepresentation regarding any or all of the facts hereafter recited, shall 
constitute a default under this Mortgage and the Notes secured hereby.

     By its execution hereof, the Mortgagor does hereby represent and warrant 
all of the facts hereafter recited and  covenants and agrees  with the
Mortgagee that it shall comply with or abide by the below-listed requirements 
at all times during the  term hereof, to-wit:

          (a)  The Mortgagor represents, that on the date hereof, it is a 
corporation  duly  incorporated and validly existing in good standing under the
laws of the State of Florida and that it is a wholly-owned subsidiary of OCI.
Additionally, Mortgagor covenants and agrees that it shall, at all times during
the term hereof,  remain validly existing and in good standing under the laws
of the State of Florida, and that it shall not enter into a merger or 
consolidation agreement with any  other  corporation, foreign  or domestic,
including, without limitation, Mortgagor's parent  company, OCI, or its 
successor, without the prior written consent of the Mortgagee.

          (b)  The Mortgagor represents that the execution and delivery by it
of this Mortgage, the Notes secured hereby, and related loan documents, and the
performance by the Mortgagor thereunder, have been duly authorized by all 
necessary corporate action and  will not  violate  any provision of law or the
charter or by-laws of Mortgagor or result in the breach or constitute a default
under any indenture or other agreement or instrument to which the Mortgagor is 
a party or by which the Mortgagor or the  real  and personal property
encumbered hereby may be bound or affected.

          (c) The Mortgagor covenants and agrees that, during the term hereof,
its lines of business shall be restricted to activities directly or 
substantially related to the citrus industry.

          (d) The Mortgagor covenants and agrees that, except for transactions
in the ordinary course of or pursuant to the reasonable requirements  of  the
Mortgagor's  business, all transactions between the Mortgagor and affiliates
(including  its parent company, OCI or its successor) shall be on terms which
are not substantially different from those which the Mortgagor could have
obtained from unrelated parties as a result of "arms-length" bargaining.

          (e) The Mortgagor covenants and agrees that, during the term hereof,
it  shall annually reinvest not less  than  25%  of  its annual  depreciation 
(as indicated on the required financial statements and reports to be furnished 
by Mortgagor to Mortgagee) in capital improvements or repairs and maintenance
of the concentrate plant which is included as  part of the security hereof and 
are encumbered hereby.  By its execution hereof,  the Mortgagor expressly
understands and agrees that for the purposes of this subparagraph (e) relating 
to reinvestment requirements, sums expended in employing practices of good 
husbandry (with the exception of such items as adding or replacing irrigation  
and drainage pumps and equipment and the replacement of unproductive trees)
shall  not qualify  for  inclusion  within  the  annual reinvestment
requirement of not less  than  25%  of  its  annual depreciation.   
The Mortgagor further expressly  agrees that if such amount of its annual 
depreciation is not so reinvested,  the Mortgagor will establish an escrow
account, satisfactory in all respects to the Mortgagee and will pay annually 
into such account an amount equal to the difference between 25% of its annual
depreciation and the amounts actually reinvested, as contemplated herein,  by 
the Mortgagor in any one given fiscal year, and the Mortgagor shall set a 
reserve aside therefor.  The  amounts so deposited by Mortgagor into the escrow 
account may be  used  for reinvestment  purposes  within a five-year  period,
and to the extent not so reinvested, such funds, at the sole option of the 
Mortgagee,  may  be applied to the then unpaid principal  balance due under 
the Notes secured hereby.  It is agreed  between  the Mortgagor and the
Mortgagee that if, in any one fiscal year,  the Mortgagor shall invest an 
amount in excess of 25% of its annual depreciation in capital improvements or
repairs and maintenance, then, such amount in excess of 25% of its annual 
depreciation may be credited  toward  the  Mortgagor's  obligations under this
subparagraph (e) in any of the Mortgagor's  next five ensuing fiscal years.

          (f) Intentionally Deleted.

          (g) The Mortgagor represents that, on the date hereof, all
 certificates, licenses and permits applicable to the property encumbered 
hereby, including, but not limited to, all  necessary water usage or
consumption permits, fruit dealers and citrus packing, producing and marketing
licenses  and permits,  all required   pollution  control  permits, and State
and local agricultural permits, have been obtained, and Mortgagor agrees to 
keep all such certificates, licenses and permits current  during the term
hereof.   Additionally, the  Mortgagor covenants  and agrees to use its best 
efforts to comply with the requirements of all Federal,  State and local
pollution  control  laws and regulations applicable to the property encumbered
hereby  and  to the business and operations of the Mortgagor.

          (h) The Mortgagor acknowledges that, in accordance with paragraph 15
hereof and subject to its provisions, the Mortgagor's right to substitute and  
replace machinery and equipment shall exist only in those events in which the
value  of the  Mortgagee's security will not be reduced or impaired by such 
substitution or replacement and in which the Mortgagee will obtain the first
and best lien on the machinery and/or equipment so substituted or replaced.

          (i) It is agreed that all references to Mortgagor's parent company,  
OCI,  contained in this Mortgage shall be deemed and construed  to include any
successor, by any means whatsoever, to OCI, and any successor to such 
successor, etc.

          (j) The Mortgagor covenants and agrees that it shall, upon learning
of or recognizing any non-compliance with any of the special requirements and
restrictions contained in this paragraph 23, or of non-compliance with any of
the other provisions of this Mortgage, including without limitation, the 
provisions contained in  paragraphs 15, 17, 18 and 19 hereof, give written
notice  to the  Mortgagee of such non-compliance within ten (10) days from such
recognition.  In the event of any default under  the  terms and conditions of 
this paragraph 23, or under the terms and conditions of paragraphs 15, 17, 18,
and 19 hereof, aforesaid, and such  default shall have continued for a period
of thirty (30) days or more after written notice thereof has been given by the 
Mortgagor  to the Mortgagee as provided above, or, in any  event, shall have
continued for a period of thirty (30) days or more after written notice thereof
has been given by the Mortgagee to the Mortgagor (it being expressly understood
by the Mortgagor that the Mortgagee may give such notice of default regarding
the obligations  to  be performed by the Mortgagor hereunder at any time the 
Mortgagee learns of such default by any means whatsoever and  the Mortgagee's
right to give such notice is not conditioned upon having  received  a notice 
from the Mortgagor  as provided above)  and  such  default  shall have  not
been cured or the Mortgagor shall not have commenced upon the curing thereof 
to the satisfaction of the Mortgagee within said thirty (30) days' period
then, at its option, the Mortgagee shall be entitled to accelerate the payment 
of the obligation secured hereby and all sums of money secured hereby shall
become immediately due and payable and in default whether or not the same are
so  due and payable  and  in  default by the specific terms hereof.  It is 
expressly understood between the Mortgagor and the Mortgagee that the aforesaid
thirty (30) day grace period shall apply  only  in the  event  of  a  default
under this  paragraph  23 and under paragraphs 15, 17, 18 and 19 hereof and 
such grace period  shall not  apply to any default under any other provision,
requirement, condition or covenant contained herein, in  the  Notes  secured 
hereby, or in any other related or associated loan document given by the 
Mortgagor to the Mortgagee.

     24.   It  is agreed that any sum or sums which may be loaned or advanced
by the Mortgagee to the Mortgagor at any time within twenty (20) years from the
date of this indenture, together  with interest thereon at the rate agreed upon
at the time of such loan or  advance shall  be equally secured with and have
the  same priority as the original indebtedness and be subject to all the terms
and provisions of this Mortgage;  provided  that the aggregate amount of
principal outstanding at any time shall  not exceed the sum of $25,000,000.00,
plus interest thereon, and  any disbursements made for the payment of taxes, 
levies, or insurance on the  property  covered by the lien  of  this
Mortgage,  with interest on such disbursements.

     25.   By  its  execution and delivery hereof, the Mortgagor does hereby
represent and warrant unto the Mortgagee that there are no actions, suits or 
proceedings pending or, to the best of the knowledge and belief of the 
Mortgagor, threatened against or affecting the Mortgagor or its subsidiaries,
at law or in  equity or before or by any Federal, state, municipal or other 
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which may result  in  any material adverse change in the
business, properties or assets or in the condition, financial or otherwise, 
of the Mortgagor or any of  its subsidiaries.  The Mortgagor expressly agrees
that if the aforementioned representation and warranty prove to be  false or
if the Mortgagor has misrepresented the facts set forth above, either of such
events shall constitute a default under this Mortgage and the Notes secured
hereby entitling the Mortgagee to exercise all of the rights and remedies 
contained herein  and in the Notes.

     26.  No delay by Mortgagee in exercising any right or remedy hereunder, 
or otherwise afforded by law, shall operate as a waiver thereof or preclude
the exercise  thereof  during  the continuance of any default thereunder.  No 
waiver by Mortgagee of any default shall constitute a waiver of or consent to
subsequent defaults.  No failure of Mortgagee to exercise any option  herein 
given to accelerate the maturity of the debt hereby secured, no forbearance by
Mortgagee before or after the exercise of such option and no withdrawal  or
abandonment of foreclosure proceedings by Mortgagee shall be taken or construed
as a waiver of its right to exercise such option or to accelerate the maturity
of the debt hereby secured by  reason  of  any  past, present or future defult
on the part of Mortgagor; and, in  like manner,  the procurement of insurance 
or the payment of taxes or other liens or charges by Mortgagee shall not be
taken or construed as a waiver of its right to accelerate the maturity  of
the debt hereby secured.

     27.  All written notices required to be given in connection with this
Mortgage shall be deemed to have been  properly given if mailed by registered
or certified mail or personally delivered, if to Mortgagee, at John Hancock 
Mutual Life Insurance Company, P.O.  Box  111, John Hancock Place, Boston,
Massachusetts  02117, Attention:  Bond and Corporate Finance Department 
(Agri Business Group);  and if to the Mortgagor, at 2020 U.S. Highway 17 South,
Bartow, Florida 33830.  Said addresses may be changed from time to time by any
of the foregoing parties by notice to the others, mailed or delivered as 
aforesaid, of the location and mailing address of the place at which notice is
thereafter to be  mailed or delivered.

     28.  This instrument also creates a security interest in favor of 
Mortgagee under the Florida Uniform Commercial Code and shall be construed as
a security agreement under said Code, and Mortgagee shall  also have all rights
and remedies of a secured party under the  Florida Uniform Commercial Code, and
without limitation upon or in derogation of the rights and remedies created
under and accorded Mortgagee by this Mortgage pursuant to the common law or any
other laws of the State of Florida or of any other jurisdiction, it being 
understood that the rights and remedies of Mortgagee under the Florida Uniform
Commercial  Code  shall  be cumulative  and in addition to all other rights 
and remedies of Mortgagee arising under the common law, or any other laws of
the State of Florida or of any other jurisdiction.  This Mortgage creates a
continuing lien to secure the full and final payment of the Notes and the 
performance of all other obligations imposed hereby and hereafter arising.

      29.  MORTGAGEE AND MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND 
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT 
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,  UNDER OR IN CONNECTION
WITH THIS MORTGAGE AND ANY AGREEMENT EXECUTED IN CONNECTION WITH THIS MORTGAGE,
OR ANY COURSE OF CONDUCT,  COURSE OF  DEALING, STATEMENTS (WHETHER VERBAL OR 
WRITTEN) OR ACTIONS OF EITHER PARTY.  THIS  PROVISION IS A MATERIAL INDUCEMENT
FOR MORTGAGEE  ACCEPTING THIS MORTGAGE AND MAKING THE LOAN TO MORTGAGOR.

     NOW,  if  the  payments  are made as provided  and all  the foregoing  
covenants and agreements are performed  and  observed, this Mortgage shall be
null and void and shall be released at the cost of the Mortgagor, which cost 
the Mortgagor agrees to  pay; but upon  any default in the payment of the 
indebtedness hereby secured or of any installment thereof or of interest
thereon, as they severally become due, or upon any default in the performance 
or observance of any of the terms, covenants or  agreements  of this
Mortgage or of any of the assignments of leases beyond any applicable  grace
period from time to time given by Mortgagor  to Mortgagee as further security
for said loan, then,  in any  or either of said events, the whole of the
indebtedness hereby secured, at the option of the Mortgagee or the legal holder
of said indebtedness, shall become immediately due and payable without notice
or in the event of the passage after the date  of this  Mortgage of any law of
the State of Florida deducting  from the  value of land for the purpose of
taxation any lien thereon, or changing in any way the laws now in force for the
taxation of mortgages  or  debts  secured by mortgages  for  state or local
purposes, or the manner of the collection of any such taxation so as to affect
this  Mortgage adversely,  the  holder  of  this Mortgage, and of the debt 
which it secures, shall have the right to give thirty (30) days' written 
notice to the owner of the mortgaged  premises requiring the payment of the
mortgage  debt, and  it is hereby agreed that, if such notice be given, the  
said debt  shall become due, payable and collectible at the expiration of said
thirty (30) days provided, however, that such requirement of payment of said 
debt shall be ineffective if the Mortgagor is permitted by law to pay
or reimburse the Mortgagee for payment of the  whole of such tax in addition 
to all other payment  required hereunder, without any penalty thereby accruing 
to the holder of this Mortgage and the debt secured hereby, and if, in fact,
the Mortgagor does pay or reimburse the Mortgagee for payment of such tax  
prior to the date on which payment is required by such notice.  Upon the 
Mortgage indebtedness becoming due and payable as heretofore provided, the  
Mortgagor shall refrain from collecting and receiving all rents accruing as
aforesaid and upon notice  from the Mortgagee all tenants shall thereafter
pay such rents to the Mortgagee, and any payment made otherwise shall not 
discharge the obligations of such tenant, and the Mortgagee may immediately
cause this Mortgage to be foreclosed in the manner prescribed by law, and upon
commencement of foreclosure proceedings shall be entitled to have a receiver  
appointed, whether the mortgaged premises are homestead or not and without
proof of any other ground for his appointment than the said default, to take
possession and charge of the mortgaged premises, to rent the same and receive
and collect the rents, issues  and profits thereof, under direction of the
court, and any amount so collected by such receiver shall be applied under
direction of the  court to the payment of any judgment rendered, or amounts
found due upon foreclosure of this Mortgage including the cost of collection  
and attorneys' fees on any trial court and appellate levels; and, in the event
of any default or defaults  in  the payment of the indebtedness hereby
secured, or of any installment thereof,  or of interest thereon, or in the 
performance or observance  of  any of the terms, covenants or agreements herein
contained beyond any applicable grace period, the Mortgagee shall have the right
forthwith after any such default to enter upon and take possession of the said
mortgaged premises and to let said premises and receive the rents, issues and
profits thereof, and apply the same, after payment of all necessary charges and
expenses, on account of the indebtedness hereby secured.

     The proceeds of said foreclosure shall be applied, first, to the expenses 
incurred hereunder, including attorneys' fees on any trial court and appellate
levels for such services as may be rendered for the collection of said
indebtedness and the foreclosure of this Mortgage; second, to the payment of
whatever sum or sums the Mortgagee may have paid or become liable to pay in 
carrying out the options, terms and stipulations of this Mortgage, together
with interest thereon; third, to the payment and satisfaction of the Notes; 
and fourth, the surplus,if any, shall be paid to the Mortgagor or otherwise 
as the court may decree.

     The  Mortgagor hereby agrees that in the event the Notes secured hereby
is placed in the hands of an attorney for collection, or in case the holder
shall become a party either as plaintiff or as defendant in any suit or legal
proceeding in relation to the property described or the lien created in this
Mortgage, or for the recovery or protection of said indebtedness, the Mortgagor
will pay on demand all costs and expenses  arising thereof incurred by the 
Mortgagee, including the Mortgagee's attorneys' fees (including such fees for
prosecuting or defending any appeal in any matter involving collection of this
obligation or foreclosure of the Mortgage securing same), all of Mortgagee's
court costs, and the cost of extending the abstract of title in the event of
foreclosure (or any other litigation which, in the judgment of the Mortgagee 
requires the extending of the abstract of  title), with interest thereon until
paid at the rate of nine and eighteen hundredths percent (9.18%) per annum.

     The Mortgagor hereby assigns, transfers and conveys unto the Mortgagee, 
its successors and assigns, the rents accrued and to accrue from all tenants in
occupancy of the mortgaged  premises, or  any part thereof, including rentals
and royalties under oil, gas and mineral leases, if any, during the lifetime
of this Mortgage, it being understood that as long as there is no default in 
the performance or observance of any of the covenants or agreements herein  
contained, the Mortgagor shall have the privilege  of  collecting and receiving
all rents accruing  under the leases or contracts of tenancy for the mortgaged
premises or any part thereof.  All leases, royalty agreements, etc., must be
executed pursuant to the provisions of paragraph 17 hereof.

     It is expressly  agreed  by and between Mortgagor and Mortgagee that  
if any provision, or any part thereof, of this Mortgage, the Notes secured
hereby, or any related loan document is prohibited, unenforceable or invalid 
under the laws of any jurisdiction which has jurisdiction over same, including
those of the State of Florida, the provision or part thereof  shall  be 
ineffective to the extent of such prohibition, unenforceability or invalidity
under the applicable law without affecting the enforceability or validity of  
such provision in any such jurisdiction, and without invalidating the remainder
of such provision or other provisions of said documents.

      IN  WITNESS WHEREOF, the Mortgagor has caused the execution of this 
Mortgage, by its authorized officers and caused its corporate seal to be
affixed this 2nd day of June, 1998.


Signed, sealed and delivered    ORANGE-CO OF FLORIDA, INC.,
in the presence of:             a Florida corporation
/s/John R. Alexander            By:  /s/Gene Mooney
------------------------            ---------------
Name:  John R. Alexander        Name:  Gene Mooney
                                Title: President & COO

/s/C.B. Myers III               ATTEST: /s/Dale A. Bruwelheide
-----------------                       ----------------------
Name:  C. B. Myers III          Name:   Dale A.Bruwelheide
                                Title:  Vice President & Chief Financial Officer


                                                       (Corporate Seal)

STATE OF FLORIDA    )
                    )
COUNTY OF POLK      )

     I hereby certify that on this 2nd day of June, 1998, before me an officer 
duly authorized in the State and County aforesaid to take acknowledgments,
personally appeared Gene Mooney and Dale A. Bruwelheide, respectively, the 
President and Vice President/Chief Financial Officer of ORANGE-CO OF FLORIDA, 
INC., a Florida corporation, on behalf of the corporation, who is personally
known to me/or who produced the following __________________________________
as identification, and they acknowledged before me that they executed the same 
as their free act and deed on behalf of said corporation.

     In  witness whereof, I have hereunto set my hand and seal in the State 
and County aforesaid as of this 2nd day of June, 1998.

                              /s/Colleen B. Peoples
                              ----------------------
                              Notary Public, State of Florida
                              Name:  Colleen B. Peoples
                              Commission No. CC670157
                              My commission expires: August 7, 2001

                                   (Notary Seal)


                 JOINDER AND CONSENT
                          
                          
     The  undersigned  does hereby join in and consent to the foregoing 
Consolidated, Amended and Restated Florida Mortgage and Security Agreement
as of the 2nd day of June, 1998.

                              JOHN  HANCOCK MUTUAL LIFE INSURANCE COMPANY,
                              a Massachusetts corporation
                              
/s/ William A. Kinsley             By: /s/ Scott A. McFetridge
-------------------------              ---------------------------
Name:  William A. Kinsley              Name:  Scott A. McFedtridge
                                       Title: Investment Officer 
/s/ David E. Johnson
-----------------------
Name:  David E. Johnson



COMMONWEALTH OF MASSACHUSETTS )
                              )
COUNTY OF SUFFOLK             )

     I hereby certify that on this 1st day of June, 1998, before me an officer 
duly authorized in the State and County aforesaid to take acknowledgments,
personally appeared Scott A. McFetridge, as the Investment Officer for 
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation, on
behalf of the corporation, who produced the following a driver's  license  
of Massachusettes  as identification, and he did acknowledge  before me
that  he executed the same as his free act and deed and the free act and 
deed of said corporation.

     IN  WITNESS WHEREOF, I have hereunto set my hand and seal in the State 
and County aforesaid as of this 1st day of June, 1998.

                              /s/ John T. Wallace
                              --------------------
                              Name:  John T. Wallace
                              Notary Public, Commonwealth of Massachusetts
                              Commission No.:
                              My Commission expires:  April 14, 2000





                          RENEWAL NOTE


$15,000,000.00                                     June 2nd, 1998


     FOR VALUE RECEIVED, ORANGE-CO OF FLORIDA, INC. (the "Maker")
promises to pay to JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,  a
Massachusetts corporation ("John Hancock"), having an  office  at
John  Hancock Place, Boston, Massachusetts 02117, or  order,  the
principal   amount   of  FIFTEEN  MILLION  AND   NO/100   DOLLARS
($15,000,000.00),  or  so  much  thereof  as  may   actually   be
disbursed, together with interest thereon from date at  the  rate
of  seven and eighteen hundredths percent (7.18%) per annum until
maturity, payable as follows:

     The  principal sum and interest at the rate stated above  on
     the outstanding principal balance from time to time shall be
     payable  in quarterly installments due on September 1,  1998
     and  each  successive  December  1,  March  1,  June  1  and
     September   1,  during  the  term  hereof.   Each  quarterly
     installment  of  principal shall be in  the  amount  of  Two
     Hundred  Fifty  Thousand  and No/100  Dollars  ($250,000.00)
     commencing  on September 1, 1998, and on the  first  day  of
     each  December, March, June and September thereafter, during
     the  term of this Note, provided, however, that on  the  1st
     day  of  June,  2008,  all  of  the  principal  hereof  then
     remaining  unpaid, all accrued and unpaid interest  thereon,
     and  any and all other interest or charge then due under the
     provisions   hereof   or  under  the   provisions   of   the
     Consolidated,  Amended  and  Restated  Florida  Mortgage   &
     Security  Agreement of even date herewith  (the  "Mortgage")
     securing this note (the "Note") shall be due and payable.


Nota Bene:  State  of  Florida Documentary Stamp Tax  in  the
          amount   required  by  law  has  been  paid   and   the
          documentary stamps obtained upon such payment have been
          affixed  to  that certain Loan Modification  Agreement,
          Notice  of  Advance and Restated Florida  Mortgage  and
          Security Agreement dated the 8th day of November,  1979
          and  recorded in Official Records Book 1911, Page  1040
          and  amended  and  restated pursuant  to  that  certain
          Amended  and  Restated  Florida Mortgage  and  Security
          Agreement and Spreader Agreement, dated as of the  21st
          day  of  April,  1993 and recorded in Official  Records
          Book  3226,  Page  937,  that  certain  Future  Advance
          Agreement  dated as of April 21, 1993 and  recorded  in
          Official Records Book 3226, Page 971, and that  certain
          Florida  Second  Mortgage and Security Agreement  dated
          August  13, 1996 and recorded in Official Records  Book
          3718,  Page 176, all as recorded in the Public  Records
          of  Polk  County,  Florida, as  well  as  that  certain
          Florida  Mortgage and Security Agreement of  even  date
          herewith  given by the Maker to John Hancock,  recorded
          or to be recorded in the Public Records of Polk County,
          Florida.

     When   received   by  the  holder  hereof,   the   quarterly
installments  of  principal and interest due from  time  to  time
during  the  term of this Note shall be applied  by  such  holder
first to accrued and unpaid interest and next to principal.   Any
other  payments  or  prepayments of  the  indebtedness  evidenced
hereby  which are required or permitted hereunder and  which  are
received by  the holder hereof  while no default exists under the 
provisions of this Note or under the  provisions of the  Mortgage
shall  likewise  be applied;  provided, however, that such prepayments  
of  principal shall be applied to the installments thereof in the 
inverse order of maturity.

     Payment of principal, premium, if any, and interest on  this
Note shall be made in lawful money (or, subject to collection, by
good check payable in such money) of the United States of America
at  the  principal office of the holder of this Note or  at  such
other place as the holder may direct.

     After  not less than seven (7) days prior written notice  to
the  holder  of this Note, the Maker shall have the privilege  of
prepaying  in full the unpaid principal balance of this  Note  by
payment  of  such  principal  balance  together  with  a  premium
calculated  pursuant to the prepayment calculation set  forth  in
subparagraph (a) below, or in part, in multiples of  One  Million
and  No/100  Dollars  ($1,000,000.00)  together  with  a  premium
calculated  pursuant to the prepayment calculation set  forth  in
subparagraph (b) below, unless the holder has, by virtue  of  the
existence  of  a default under the provisions of this  Note,  the
provisions  of the Mortgage securing this Note, or the provisions
of  any instruments now or hereafter evidencing or securing  this
indebtedness,  accelerated the maturity date  of  this  Note,  in
which  case  the  holder shall be entitled to  collect  the  full
unpaid  balance of this Note together with the premium set  forth
in (c) below:

     (a)  a  sum equal to the net present value (if positive)  of
          the  remaining  payments  of  principal  and  interest,
          discounted  at  a  rate equal to the sum  of:  (i)  the
          highest rate for United States Treasury Securities  (as
          published in the Wall Street Journal or other  business
          publications  of general circulation five (5)  business
          days  prior  to  the  date of said prepayment)  with  a
          maturity date most closely matching the remaining years
          of  the  term of this Note, plus (ii) one half  of  one
          percent (0.50%);

     (b)  consistent   with  the  concepts  and   provisions   of
          subparagraph  (a)  above, a sum equal  to  the  present
          values  of  a  proportionate amount of  each  remaining
          future  contractual quarterly installment of  principal
          and  interest due for the remaining  term of this Note,
          said   proportionate  amount  to   be   determined   by
          multiplying said remaining installments by a  fraction,
          the  numerator  of  which shall be the  amount  of  the
          partial  prepayment and the denominator of which  shall
          be  the principal balance of this Note remaining unpaid
          immediately prior to such partial prepayment,  and  the
          sum of said present values of said proportionate amount
          as  so  determined  to  be  discounted  in  the  manner
          provided in subparagraph (a) above;

     (c)  a  sum  equal  to five percent (5%) of the  outstanding
          unpaid principal balance of this Note upon the occasion
          of the acceleration of the maturity date hereof.

     In  the  event that the yield rate on publicly traded United
States  Treasury Securities is not obtainable, then  the  nearest
equivalent  issue  or  index  shall  be  selected,  at  the  sole
discretion  and determination of the holder hereof, and  used  to
calculate the prepayment premium.

     The   Maker  expressly  understands  and  agrees  that   the
prepayment  premium set forth in (c) above shall be  due  to  and
collectible  and  enforceable  by  the  holder  hereof  upon  the
occasion  of  the  holder's exercise of its  acceleration  option
hereafter  set forth; that said holder will suffer damages  as  a
result of any such acceleration; that the prepayment premium  set
forth in (c) above is directly related to such damages which  the
holder  will suffer as a result of the acceleration and  is  fair
and   reasonable   under   the  circumstances;   and   that   the
enforceability  of  such  prepayment  premium   upon   any   such
acceleration  was negotiated by and between the  Maker  and  said
holder and forms an integral part of the benefits which have been
bargained  by  said  holder in its making of the  loan  evidenced
hereby.   The  Maker  further understands  and  agrees  that  (i)
accrued  and unpaid interest at the applicable rate or rates  set
forth  herein shall be due to the holder in connection  with  any
exercise  by  the  Maker of its prepayment  privilege;  (ii)  the
making  of any partial prepayments of principal pursuant to  such
prepayment privilege shall not excuse the Maker from paying, when
due, the next consecutive quarterly installment of principal  and
interest;  and  (iii)  that the amount of said  next  consecutive
quarterly installment as well as those for the years remaining in
the balance of the term hereof may, of necessity, change.

     It  is  agreed  that  upon any default  in  the  payment  of
principal, interest or money owing for advancements made  by  the
holder hereof, or default in the performance or observance of any
of the covenants or agreements herein contained, contained in the
Mortgage  securing this Note, or contained in any instrument  now
or  hereafter  evidencing  or  securing  this  indebtedness,  the
principal of this Note then remaining unpaid shall, automatically
and immediately, without regard to the exercise or nonexercise of
the  acceleration option of the holder hereof as hereinafter  set
forth, and without notice or demand, bear interest at the rate of
nine and eighteen hundredths percent (9.18%) per annum while such
default exists, and the holder hereof may apply payments received
on any amounts due hereunder or under the terms of any instrument
now or hereafter evidencing or securing this indebtedness as said
holder may determine.

     It  is  further agreed that upon the occasion of any default
set   forth  in  the  preceding  paragraph,  the  principal  then
remaining unpaid, all interest then accrued thereon, and any  and
all  other sums or charges then due to the holder pursuant to the
terms  hereof or of the Mortgage or any other instrument  now  or
hereafter evidencing or securing this indebtedness, shall, at the
option  of the holder hereof, become immediately due and  payable
without notice or demand, anything herein or in said Mortgage  or
other instrument to the contrary notwithstanding, and no omission
on  the part of the holder to exercise said  option when entitled
so  to  do shall be construed as a waiver of such right or  as  a
waiver of the holder's right to the automatic additional interest
during default as hereinabove provided.

     In the event this Note is placed in the hands of an attorney
for collection, or in case the holder shall become a party either
as  plaintiff or as defendant in any suit or legal proceeding  in
relation  to the property described in the Mortgage,  or  arising
out  of  holder  accepting the Mortgage, or for the  recovery  or
protection of said indebtedness, the Maker hereof will  repay  on
demand  all  costs  and  expenses  arising  therefrom,  including
attorneys' fees (including such fees for prosecuting or defending
any  appeal  in any matter involving the Mortgage, the collection
of  this  obligation or the foreclosure of the Mortgage  securing
same), all court costs, and the cost of extending the abstract of
title  in  the event of foreclosure, with interest thereon  until
paid  at the rate of nine and eighteen hundredths percent (9.18%)
per annum.

     Nothing   herein  contained,  nor  any  transaction  related
hereto, shall be construed or so operate as to require the  Maker
or  any person liable for repayment of the indebtedness evidenced
hereby, to pay interest, or charges in the nature of interest, at
a  greater rate than is now lawful in such case to contract  for,
or  to  make any payment, or to do any act contrary to law.   The
holder  shall not be entitled to collect any interest, or charges
in  the nature of interest, which is in excess of the legal  rate
and  the  Maker  shall  be entitled to a  refund  of  any  amount
collected  hereunder which may be determined to be  excessive  or
not permitted by law.

     The Maker and guarantor hereof and all others who may become
liable  for  all  or any part of this obligation severally  waive
presentment  for payment, protect and notice of  protest  and  of
nonpayment and consent to any number of renewals or extensions of
time  of payment hereof.  Any such renewals or extensions may  be
made  without notice to any of said parties and without affecting
their liability.

     BY  THEIR EXECUTION AND DELIVERY HEREOF, THE MAKER  AND  THE
HOLDER, INTENDING TO BIND THEMSELVES AND THEIR RESPECTIVE  HEIRS,
PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS,  DO  HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE THE  RIGHT  WHICH
EACH  HAS OR MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY  LEGAL
ACTION,  PROCEEDING,  SUIT, LITIGATION,  CLAIM,  OR  COUNTERCLAIM
WHICH  (A)  IS  BASED UPON THIS NOTE, THE MORTGAGE SECURING  THIS
NOTE,  AND  ANY  OTHER  DOCUMENT NOW OR HEREAFTER  EVIDENCING  OR
SECURING  THE INDEBTEDNESS OWED TO THE HOLDER OF THIS NOTE  (SAID
NOTE,  MORTGAGE, AND OTHER DOCUMENTS BEING HEREAFTER COLLECTIVELY
REFERRED TO AS THE "LENDER'S LOAN DOCUMENTS"); (B) IS BASED  UPON
ANY  PARTICULAR   PROVISION OR PROVISIONS OF SAID  LENDER'S  LOAN
DOCUMENTS; (C) ARISES OUT OF, UNDER, OR IN CONNECTION  WITH  SAID
LENDER'S  LOAN DOCUMENTS OR ANY PROVISION THEREOF; OR (D)  ARISES
OUT  OF, IN CONNECTION WITH, OR IS BASED UPON ANY CONDUCT, COURSE
OF  CONDUCT,  COURSE  OF DEALING, STATEMENTS (WHETHER  VERBAL  OR
WRITTEN) OR ACTIONS OF THE MAKER OR OF THE HOLDER RESPECTING  ANY
MATTER ADDRESSED OR CONTEMPLATED IN SAID LENDER'S LOAN DOCUMENTS.
THIS WAIVER IS INTENDED TO BE APPLICABLE THROUGHOUT THE PERIOD OF
TIME  IN  THE RECENT PAST WHEN THE LOAN EVIDENCED BY THE LENDER'S
LOAN  DOCUMENTS WAS NEGOTIATED, TO THE PRESENT TIME, AND  AT  ALL
TIMES  IN  THE FUTURE UNTIL ALL APPLICABLE STATUTES OF LIMITATION
RESPECTING  THE  BRINGING  OF LEGAL ACTIONS  AND  CLAIMS  COVERED
HEREBY SHALL HAVE RUN, NOTWITHSTANDING THE PAYMENT IN FULL OF THE
INDEBTEDNESS EVIDENCED OR SECURED BY THE LENDER'S LOAN  DOCUMENTS
AND  THE  DISCHARGE OR SATISFACTION THEREOF.  THE MAKER  AND  THE
HOLDER  DO  HEREBY FURTHER EXPRESSLY ACKNOWLEDGE AND  AGREE  THAT
THIS  WAIVER OF RIGHT TO TRIAL BY JURY (I) FORMS AN INTEGRAL PART
OF   THE  CONSIDERATION  FOR  THEIR  MAKING,  ENTERING  INTO,  OR
ACCEPTING  THE  LENDER'S  LOAN  DOCUMENTS,  (II)  CONSTITUTES   A
MATERIAL  INDUCEMENT  TO  SAID  MAKER  AND  THE  HOLDER  FOR  THE
CONSUMMATION OF THE MORTGAGE LOAN TRANSACTION DESCRIBED  IN  THIS
NOTE,  AND  (III)  WAS  KNOWINGLY BARGAINED FOR  AND  VOLUNTARILY
ENTERED  INTO  BY SAID MAKER AND HOLDER.  THE MAKER BY  EXECUTING
AND  DELIVERING THIS NOTE AND THE HOLDER BY ACCEPTING  THIS  NOTE
HAVE  EXPRESSED THEIR UNDERSTANDING AND AGREEMENT  REGARDING  THE
FOREGOING WAIVER OF TRIAL BY JURY.

     This  Note is secured by that certain Consolidated,  Amended
and Restated Florida Mortgage and Security Agreement of even date
herewith  recorded/to be recorded in the Public Records  of  Polk
County,  Florida,  made by the Maker to John Hancock  encumbering
personal  property  and  fee  simple interest  in  real  property
situated  in Polk County, in the State of Florida, and this  Note
is to be governed by and construed in accordance with the laws of
the State of Florida.

     This  Note  combines and renews a certain Renewal Promissory
Note  given by the Maker to  John Hancock dated as of  April  21,
1993,  in  the  original principal amount of  $12,000,000.00,  of
which the unpaid principal balance is $6,000,000.00, and a Demand
Promissory Note given by the Maker to John Hancock of  even  date
herewith  in the principal amount of $9,000,000.00, and  restates
the   terms  of  the  Renewal  Promissory  Note  and  the  Demand
Promissory Note in their entirety.  Documentary stamps due on the
Renewal  Promissory Note have been paid and affixed to  the  Loan
Modification  Agreement, Notice of Advance and  Restated  Florida
Mortgage  and  Security Agreement given  by  the  Maker  to  John
Hancock, dated November 8, 1979, and recorded in Official Records
Book  1911,  Page  1040  of the Public Records  of  Polk  County,
Florida,  and  amended  and  restated pursuant  to  that  certain
Amended and Restated Florida Mortgage and Security Agreement  and
Spreader Agreement, dated as of the 21st day of April, 1993,  and
recorded  in  Official  Records Book 3226,  Page  937,  and  that
certain  Future Advance Agreement given by Maker to John Hancock,
dated as of April 21, 1993 and recorded in Official Records  Book
3226, Page 971, Public Records of Polk County, Florida, while the
documentary  stamps due on the Demand Promissory Note  have  been
paid and  affixed  to the Florida Mortgage and Security  Agreement  
of even  date hereof, recorded/to be recorded in the Public  Records
of Polk County, Florida.

                              ORANGE-CO OF FLORIDA, INC.


                              By:  /s/Gene Mooney
                                   --------------
                              Name:  Gene Mooney
                              Title: President & COO


                              ATTEST:

                              /s/Dale A Bruwelheide
                              ---------------------
                              Name:  Dale A. Bruwelheide
                              Title: Vice President & 
                                     Chief Financial Officer

                                        (CORPORATE SEAL)