SIXTH AMENDMENT TO LOAN AGREEMENT



     THIS SIXTH AMENDMENT TO LOAN AGREEMENT dated as of April 25, 1997,
 by and between:

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

                                    and

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


                           W I T N E S S E T H:


     WHEREAS, pursuant to the Loan Agreement, dated June 16, 1993, by and 
among the Bank and the Borrowers, as amended, the Bank agreed to extend to 
the Borrowers a working capital line of credit loan in the maximum principal 
amount of $40,000,000.00 (the "Working Capital Loan") and a revolving line 
of credit loan in the maximum principal amount of $10,000,000.00 (the
Revolving Loan ); and

     WHEREAS, the Borrowers have requested the Bank to (a) renew and extend 
the maturity of the Revolving Loan from April 30, 1997 until April 30, 1998 
and (b) renew and extend the maturity date of the Working Capital Loan from 
April 30, 1998 until April 30, 1999, (c) increase the commitment amount 
under the Working Capital Loan to $45,000,000.00 and (d) no longer require 
that the Revolving Loan be secured by the security interest created pursuant 
to the Security Agreement (as defined in the Loan Agreement, as amended); 
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 "Loan or Loans" in Section 1.01 of the Loan 
Agreement is hereby deleted and, in lieu thereof, there is substituted the 
following:

               "`Loan" or  "Loans'  shall mean the Revolving Loan and the 
                Working Capital Loan, as the context may require." 

          (b)  The definition of "Revolving Loan" in Section 1.01 of the 
Loan Agreement is hereby deleted and, in lieu thereof, there is substituted 
the following:

               "`Revolving Loan' shall mean the loan or loans up to but not 
                 exceeding the principal amount of $10,000,000.00 made to
                 the Borrowers by the Bank pursuant to and in accordance 
                 with the terms of this Agreement."

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

               "`Revolving Period' shall mean the period during the term
               of the Loans, which, in the case of the Revolving Loan,
               shall commence on the date hereof and end on the earlier of
               the occurrence of (i) an Event of Default or (ii) April 30,
               1998, or such later date as the Bank may agree to in
               writing, and in the case of the Working Capital Loan, shall
               commence on the date hereof and end on the occurrence of
               (i) an Event of Default or (ii) April 30, 1999, or such
               later date as the Bank may agree to in writing."

          (d)  The definition of "Term Loan" in Section 1.01 of the Loan 
Agreement is hereby deleted.

          (e)  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) $45,000,000.00 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.

          (f)  Section 2.04 of the Loan Agreement is hereby deleted and, 
in lieu thereof, there is substituted the following:

                SECTION 2.04  Restriction on Prepayment.  The Borrowers 
                may not prepay all or any part of the principal amount of 
                the Loans outstanding except on the last Banking Day of the 
                Interest Period applicable to a particular Advance. Each
                prepayment other than full payment shall be made prior to 
                2:00 P.M. (Orlando time) on the date of the prepayment, 
                and shall be made on a Banking Day in immediately available
                funds. Prepayments may be made by the Bank pursuant to the 
                Cash Management Agreement on the last Banking Day of the
                Interest Period.  Borrowers shall reimburse the Bank on 
                demand for any funding losses due to a prepayment of a 
                LIBOR loan."

          (g)  Section 4.01(t) of the Loan Agreement is hereby deleted.
               
     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 Sixth 
Amendment to Loan Agreement and the other loan documents provided to the 
Bank in connection therewith has been duly authorized by all requisite 
action of the Borrowers; and

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

     4.   Miscellaneous.  The Borrowers hereby confirm the terms conditions, 
representations and warranties of the Loan Agreement. The Loan Agreement, 
as amended hereby, shall remain in full force and effect and this Sixth 
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 Sixth Amendment 
to Loan Agreement as of the day and year first above written.

                          BORROWERS:

                          ORANGE-CO, INC., a Florida corporation



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

     (CORPORATE SEAL)


                          ORANGE-CO OF FLORIDA, INC., a Florida corporation



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


     (CORPORATE SEAL)


                          BANK:

                          SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL 
                          ASSOCIATION




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