Exhibit 10.12   
                 ______________________________

                         LOAN AGREEMENT

                            Between

                        ORANGE-CO., INC.

                  ORANGE-CO. OF FLORIDA, INC.

                              And

             FARM CREDIT OF SOUTHWEST FLORIDA, ACA
                 ______________________________


                   DATED AS OF APRIL 19, 1993

                    $7,600,000.00 Term Loan


                 ______________________________


                                 -65-

                       TABLE OF CONTENTS


SECTION 1.  DEFINITIONS                                        1
          1.1  Defined Terms                                   1
          1.2  Other Definitional Provisions                   2

SECTION 2.  AMOUNT AND TERMS OF LOANS                          3
          2.1  The Term Loan                                   3
          2.2  Use of Proceeds of Term Loan                    3
          2.3  Note                                            3
          2.4  Interest Rate                                   3
          2.5  Repayment                                       4
          2.6  Payments and Computations                       4
          2.7  Prepayments                                     5
          2.8  Appraisal Fee                                   5

SECTION 3.  SECURITY                                           5
          3.1  Mortgage and Security Agreement                 6
          3.2  Assignment of Rents and Leases                  6

SECTION 4.  REPRESENTATIONS AND WARRANTIES                     7
          4.1  Corporate Existence of Borrowers; 
                  Compliance with Law                          7
          4.2  Corporate Power; Authorization to Execute 
                  Loan Documents; No Consent                   7
          4.3  Enforceable Obligations                         8
          4.4  Financial Condition of Borrowers                8
          4.5  No Litigation                                   8
          4.6  Investment Company Act                          9
          4.7  Disclosure and No Untrue Statements             9
          4.8  Title to Assets; Leases in Good Standing        9
          4.9  Payment of Taxes                                9
          4.10 Agreement or Contract Restrictions; No Default  9
          4.11 Racketeer Influenced and Corrupt 
                  Organization(s) Act                         10

SECTION 5.  CONDITIONS OF LENDING                             10
          5.1  No Default                                     10
          5.2  Opinion of Borrowers' Counsel                  10
          5.3  Opinion of Lender's Counsel                    11
          5.4  Loan Documents                                 11
          5.5  Supporting Documents                           11

SECTION 6.  AFFIRMATIVE COVENANTS                             12
          6.1  Financial Reports and Other Data               12
          6.2  Payment of Indebtedness to Lender; 
                  Performance of Other Covenants; 
                  Payment of Other Obligations                14
          6.3  Conduct of Business; Maintenance of Existence  14
          6.4  Maintenance of Property                        14
          6.5  Right of Inspection; Discussions               14

                                -66-

          6.6  Notices                                        14
          6.7  Payment of Taxes; Liens                        15
          6.8  Insurance of Properties                        15
          6.9  Title Insurance                                15
          6.10 True Books                                     16
          6.11 Observance of Laws                             16
          6.12 Further Assurances                             16
          6.13 ERISA Benefit Plans                            16
          6.14 Change of Name, Principal Place of 
                  Business, Office, or Agent                  16
          6.15 Financial Covenants                            17

SECTION 7.  NEGATIVE COVENANTS                                17
          7.1  Limitations on Mortgages, Liens, Etc.          17
          7.2  Guaranties                                     17
          7.3  Merger, Dissolution, Etc.                      17
          7.4  Regulation U                                   18
          7.5  Changes in Governing Documents, Accounting 
                  Methods, Fiscal Year                        18

SECTION 8.  EVENTS OF DEFAULT                                 18
          8.1  Payment of Obligations Under Loan Documents    19
          8.2  Representation or Warranty                     19
          8.3  Covenants or Defaults Under the Loan Documents 19
          8.4  Payment, Performance, or Default of Other 
                  Monetary Obligations                        19
          8.5  Covenants or Defaults to Lender or Others      19
          8.6  Liquidation; Dissolution; Bankruptcy; Etc.     20
          8.7  Involuntary Bankruptcy, Etc.                   20
          8.8  Judgments                                      20
          8.9  Attachment, Garnishment, Liens Imposed by Law  20
          8.10 Corporate Existence                            21
          8.11 Invalidity of Security Interest and Liens; 
                  Transfer of Collateral                      21
          8.12 Change of Ownership of Borrower                21
          8.13 Notice and Cure Periods                        21

SECTION 9.  MISCELLANEOUS                                     21
          9.1  Course of Dealing; Amendment; Supplemental  
                  Agreements                                  21
          9.2  Waiver By Lender of Requirements               22
          9.3  Waiver of Default                              22
          9.4  Notices                                        22
          9.5  No Waiver; Cumulative Remedies                 22
          9.6  Reliance Upon, Survival of and Materiality 
                  of Representations and Warranties, 
                  Agreements, and Covenants                   23
          9.7  Severability and Enforceability of Provisions  23
          9.8  Payment of Expenses, Including Attorneys' 
                  Fees and Taxes                              23
          9.9  Successors and Assigns                         24
          9.10 Counterparts; Effective Date                   24

                                -67-

          9.11 Participations                                 24
          9.12 Governing Law                                  24
          9.13 Venue; Personal Jurisdiction over Borrowers    25
          9.14 Title and Headings; Table of Contents          25
          9.15 Complete Agreement; No Other Consideration     25
          9.16 Legal or Governmental Limitations              25
          9.17 Waiver of Trial by Jury                        25
          9.18 Purchase of Stock                              26


                                -68-

                         LOAN AGREEMENT

     THIS LOAN AGREEMENT is made and entered into as of this 19th
day  of  April, 1993, by and between ORANGE-CO., INC., a  Florida
corporation,   and  ORANGE-CO.  OF  FLORIDA,  INC.,   a   Florida
corporation  (individually,  a Borrower,  and  collectively,  the
"Borrowers")  and  FARM  CREDIT  OF  SOUTHWEST  FLORIDA,  ACA,  a
federally chartered corporation (the "Lender").


                           BACKGROUND

      Borrowers  have applied to Lender for a term  loan  in  the
amount  of Seven Million Six Hundred Thousand and No/100  Dollars
($7,600,000.00).   Lender is willing to make such  term  loan  to
Borrowers  upon  the  terms  and  conditions  described  in  this
Agreement.
      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  agreements, covenants, and conditions  herein,  Borrowers
and Lender agree as follows:


                    SECTION 1.  DEFINITIONS.

      1.1  Defined Terms.  Except as otherwise expressly provided
in  this  Agreement, the capitalized terms used in the  foregoing
preamble  and  background sections and the following  capitalized
terms shall have the respective meanings ascribed to them for all
purposes of this Agreement:

      "Agreement" means this Loan Agreement, as the same  may  be
amended, supplemented, or otherwise modified from time to time in
accordance with the provisions hereof.

     "Business Day" means a day that is not a Saturday, a Sunday,
or  a day on which Lender is closed pursuant to authorization  or
requirement of law.

     "Consistent Basis" means, in reference to the application of
Generally  Accepted  Accounting Principles, that  the  accounting
principles observed in the current period are comparable  in  all
material respects to those applied in the preceding period.

      "Current  Ratio"  means the quotient of current  assets  of
Borrowers  divided  by current liabilities of Borrowers  as  such
terms  are defined under Generally Accepted Accounting Principles
applied on a Consistent Basis.

      "Debt-to  Equity  Ratio" means the Net Worth  of  Borrowers
divided by the total liabilities of Borrowers (excluding deferred

                               -69-

taxes  of  Borrowers) as determined in accordance with  Generally
Accepted Accounting Principles applied on a Consistent Basis.

     "ERISA" means the Employee Retirement Income Security Act of
1974,  as  the same may be supplemented or amended from  time  to
time.

      "Event  of  Default" means any of the events  specified  in
Section 8 hereof.

      "Generally  Accepted  Accounting  Principles"  means  those
principles  of accounting set forth in Opinions of the  Financial
Accounting Standards Board or the American Institute of Certified
Public  Accountants or which have other substantial authoritative
support and are applicable in the circumstances as of the date of
any report required herein or as of the date of an application of
such principles as required herein.

      "Loan  Documents" means this Agreement, the Term Note,  the
Mortgage,  and the Assignment of Rents and Leases and  any  other
documents  or  instruments  executed  in  connection  with   this
Agreement.

      "Net  Worth" means the depreciated book value of all assets
of Borrowers less all liabilities of Borrowers, all as determined
in  accordance  with  Generally  Accepted  Accounting  Principles
applied on a Consistent Basis.

      "Person"  means  any corporation, business entity,  natural
person,  firm,  joint venture, partnership, trust, unincorporated
organization,  association,  government,  or  any  department  or
agency of any government.

     "Subsidiary" means any corporation of which more than 50% of
voting  stock  at  any time is owned or controlled,  directly  or
indirectly, by any Borrower.

     "Working Capital" means the current assets of Borrowers less
the  current  liabilities  of Borrowers,  all  as  determined  in
accordance with Generally Accepted Accounting Principles  applied
on a Consistent Basis.

     1.2  Other Definitional Provisions.

           (a)   The terms "material" and "materially" shall have
the  meanings  ascribed  to such terms under  Generally  Accepted
Accounting Principles as such would be applied to the business of
Borrowers  or  others,  except  as  the  context  shall   clearly
otherwise require; (b) all of the terms defined in this Agreement
shall  have  such  defined meanings when used in other  documents
issued under, or delivered pursuant to, this Agreement unless the
context  shall

                                  -70-

 otherwise require; (c) all terms defined  in  this
Agreement  in  the singular shall have comparable  meanings  when
used  in the plural, and vice versa; (d) accounting terms to  the
extent  not otherwise defined shall have the respective  meanings
given  them  under,  and shall be construed in  accordance  with,
Generally  Accepted Accounting Principles; (e) terms defined  in,
or  by reference to, Article 9 of the Uniform Commercial Code  as
adopted  in  Florida to the extent not otherwise  defined  herein
shall  have  the respective meanings given to them in  Article  9
with  the  exception  of the word "document" unless  the  context
clearly  requires such meaning; (f) the words "hereby," "hereto,"
"hereof," "herein," "hereunder" and words of similar import  when
used  in this Agreement shall refer to this Agreement as a  whole
and  not  to any particular provision of this Agreement; (g)  the
masculine  and  neuter genders are used herein and whenever  used
shall  include the masculine, feminine, and neuter as  well;  and
(h)  whenever  in  this Agreement any of the  parties  hereto  is
referred  to,  such  reference shall be  deemed  to  include  the
successors  and assigns of such parties unless the context  shall
expressly provide otherwise.


             SECTION 2.  AMOUNT AND TERMS OF LOANS.

      2.1  The Term Loan.  Subject to the terms and conditions of
this  Agreement, Lender agrees to make a term loan in the  amount
of   Seven  Million  Six  Hundred  Thousand  and  No/100  Dollars
($7,600,000.00) to Borrowers (the "Term Loan").

     2.2  Use of Proceeds of Term Loan.  The proceeds of the Term
Loan  shall  be  used by Borrowers solely to partially  refinance
certain obligations of Borrowers to Washington Square.

      2.3   Note.   The  Term  Loan shall  be  evidenced  by  the
promissory note of Borrowers (the "Term Note"), payable to  order
of  Lender  in substantially the form of Exhibit "A"  hereto  and
dated the date of this Agreement.

     2.4  Interest Rate.

          (a)  The principal amount from time to time outstanding
under  the  Term  Loan shall bear interest at  a  fixed  rate  of
interest of six and nine-tenths percent (6.9%) per annum.

           (b)   If any installment payments under the Term  Note
are not paid within sixty (60) calendar days of their due date or
if  an Event of Default otherwise occurs under the Loan Documents
and  is  not cured within sixty (60) days from the date  of  such
Event  of Default, the interest rate applicable to the Term  Note
shall  be  increased  on the sixty-first  (61st)  day  after  the
payment  was due or Event of Default occurred by an amount  equal
to  two  percent

                                -71-

  (2.0%) per annum above  the  existing  rate  of
interest  applicable to the Term Note (the "Default Rate").   The
outstanding  principal  balance  of  the  Term  Note  shall  bear
interest  at  the Default Rate until the first day  of  the  next
succeeding  month in which all delinquent payments are  made  and
all  Events of Default are cured.  The amounts outstanding  under
the  Term  Note  shall  also bear interest at  the  Default  Rate
subsequent to the maturity or due date of the Term Note,  whether
by acceleration or otherwise.

     2.5  Repayment.

           (a)  Principal under the Term Loan shall be payable in
nineteen   (19)  equal  consecutive  quarterly  installments   of
$190,000.00  each, beginning on July 1, 1993, and  continuing  on
the like day of each October, January, April, and July thereafter
until  April  1,  1998 (the "Maturity Date"), at which  time  the
entire remaining indebtedness evidenced by the Term Loan, if  not
sooner paid, shall be due and payable.  Interest shall be payable
monthly in arrears beginning on May 1, 1993, and continuing on  a
like day of each month thereafter until the Maturity Date of  the
Term  Note, at which time all amounts outstanding under the  Term
Note shall be due and payable.

           (b)   If any payment of principal or interest or  both
under  the  Term  Loan is more than twenty-nine (29)  days  late,
Borrowers will pay Lender a late charge equal to one and one-half
percent  (1.5%) of the payment (the "Late Fee").  The  provisions
herein for a Late Fee shall not be deemed to extend the time  for
any payment or to constitute a "grace period" giving Borrowers  a
right to cure such default.

     2.6  Payments and Computations.

           (a)   Each  payment  and prepayment  by  Borrowers  of
principal or interest under the Term Note shall be made  in  such
coin  or currency of the United States of America as at the  time
of  payment is legal tender for the payment of public and private
debt.  If any installment of principal or interest under the Term
Note  becomes due and payable on a day other than a Business Day,
the  due  date  thereof shall be extended to the next  succeeding
Business  Day, and, in the case of principal, interest  shall  be
payable during the extension at the annual rate specified in  the
note for the payment of interest before maturity.

           (b)   Unless otherwise specified herein, all  payments
and  prepayments shall be applied by Lender first to interest and
lawful  charges  then  accrued, and  then  to  principal,  unless
otherwise determined by Lender in its sole discretion.  Borrowers
hereby  authorize Lender, if and to the extent that payment  owed
to  Lender hereunder is not made when due, to charge from time to
time  against 

                                 -72-

 any  or  all  of either Borrower's  accounts  with
Lender,  in  which  event  Lender  will  give  prompt  notice  to
Borrowers of such charge; provided, however, that the failure  to
give such notice shall not affect the validity of such charge.

           (c)  Interest and any fees hereunder shall be computed
on  the  basis of a year of 365 or 366 days, as the case may  be,
and be  charged for the actual number of days elapsed.

      2.7  Prepayments.  The Term Note may be prepaid in whole or
in   part  on  any  scheduled  payment  date,  in  increments  of
$1,000,000.00  or  integral  multiples  thereof,   plus   accrued
interest  at  the rate set forth in the Term Note on  the  amount
prepaid.   Unless  otherwise  agreed,  all  prepayments  will  be
applied  to installments in the inverse order of their  maturity.
Notwithstanding the foregoing, the Borrowers' right to prepay the
Term  Note  shall be conditioned upon the payment of a prepayment
premium equal to the amount by which:

           (a)   The  present value of all interest and principal
payments prepaid discounted at a rate equal to the sum of (i) the
then  existing  yield  on  U. S. Treasury  Obligations  having  a
maturity  date corresponding to the remaining life  of  the  Term
Note being prepaid, plus (ii) 175 basis points, exceeds

          (b)  The amount of principal being prepaid.

Borrowers  will not be required to pay a prepayment  premium   if
the yield then existing on Treasury Notes or Treasury Bond having
a  maturity closest to the date of the final scheduled payment of
principal on the Term Note plus 175 basis points is equal  to  or
greater  than  the rate of interest set forth in the  Term  Note.
The  prepayment  premium  required by this  Subsection  shall  be
payable if the outstanding principal balance of the Term Note  is
accelerated after the occurrence of an Event of Default  and  the
Term Note is thereafter paid in full.

     2.8  Appraisal Fee.  Borrowers shall pay Lender an appraisal
fee  of $7,500.00, which fee shall reimburse Lender for its costs
of appraising the value of the collateral for the Term Loan.  The
appraisal  will  be  prepared by Lender  or  Lender's  agents  on
Lender's  standard forms and be in form and substance  acceptable
to Lender at its sole discretion.


                     SECTION 3.  SECURITY.

      Payment of the loan or loans hereunder shall be secured  as
provided in this Section 3.


                               -73-

      3.1   Mortgage and Security Agreement.  Payment of the Term
Note and any other obligations under the Loan Documents, and  any
other   obligations  of  either  Borrower  to  Lender,  presently
existing or hereafter arising, shall be secured by a mortgage and
security  agreement in form and substance satisfactory to  Lender
covering  certain  real and personal property located  in  DeSoto
County,  as more specifically described therein, of which Orange-
Co.,  Inc.  ("Orange-Co"), is the record title  holder,  and  all
crops,  irrigation equipment, and fixtures relating to such  real
property  (the  "Mortgage").  The lien of the Mortgage  does  not
encumber  crops once the crops are severed from the citrus  trees
until  Lender  acquires title to the real property encumbered  by
the Mortgage by foreclosure or otherwise.  The Mortgage shall  be
sufficient, when properly recorded in the public records  of  the
appropriate jurisdiction, to grant to Lender a first lien against
the  property  described therein, subject to no  prior  liens  or
encumbrances  except in favor of Lender or as Lender  permits  in
writing.   Orange-Co will execute or otherwise provide to  Lender
any  and  all  modifications,  financing  statements,  and  other
agreements or consents required by Lender now or in the future in
connection  therewith.  Orange-Co shall, at Lender's request  and
after the occurrence of an Event of Default and the expiration of
any applicable cure period, comply with the Food Security Act and
provide  any purchasers, commission merchants, or selling  agents
of  the  crops with a notice stating (1) the name and address  of
the  Lender, (2) the name and address of Orange-Co, (3)  the  tax
identification  number of Orange-Co, (4)  a  description  of  the
collateral  that has been pledged to Lender as security  for  the
Term  Note, and (5) any payment obligations imposed on the  buyer
by  Lender  as a condition for waiver or release of the  security
interest.   Orange-Co  agrees  to provide  all  such  purchasers,
commission merchants, or selling agents with the notice specified
above within one year prior to the date of any sale of the crops.

      3.2   Assignment of Rents and Leases.  Payment of the  Term
Note and any other obligations under the Loan Documents, and  any
other   obligations  of  either  Borrower  to  Lender,  presently
existing  or hereafter arising, shall be secured by an assignment
given by Orange-Co of all rents and leases, presently existing or
hereafter  arising,  from  the real property  encumbered  by  the
Mortgage,  in  form  and substance satisfactory  to  Lender  (the
"Assignment of Rents and Leases").  The Assignment of  Rents  and
Leases  shall  be sufficient, when evidence thereof  is  properly
filed  or  recorded in the appropriate jurisdiction, to grant  to
Lender  a  first  perfected security interest in  the  collateral
covered  thereby,  subject  to no prior  liens  or  encumbrances.
Orange-Co will execute or otherwise provide to Lender any and all
modifications,  financing statements,  and  other  agreements  or
consents  required by Lender now or in the future  in  connection
therewith.


                                -74-

           SECTION 4.  REPRESENTATIONS AND WARRANTIES.

      To  induce Lender to enter into this Agreement and to  make
the  loan or loans hereunder, Borrowers represent and warrant  to
Lender  (which representations and warranties shall  survive  the
delivery of the documents mentioned herein and the making of  the
loan or loans contemplated hereby) as follows:

      4.1  Corporate Existence of Borrowers; Compliance with Law.
Each  Borrower is a corporation duly incorporated and  organized,
validly  existing, and in good standing under  the  laws  of  the
jurisdiction  of  its  incorporation.   Each  Borrower  has   the
corporate  power  to  own its properties  and  to  carry  on  its
business  as now being conducted, is duly qualified as a  foreign
corporation  to do business in every jurisdiction  in  which  the
nature of its business makes such qualification necessary and  is
in  good  standing  in such jurisdictions, has all  licenses  and
permits  necessary to carry on and conduct its  business  in  all
states  and  localities  wherein  it  now  operates,  and  is  in
compliance  with all other requirements of law applicable  to  it
and  to  its  business.  Neither Borrower has  any  Subsidiaries,
except  Morrison  Pump  & Equipment Company,  Frank  Carroll  Oil
Company,  Florida  Fresh-Pak Corporation, JV#1, Inc.,  Interfruit
Holdings, Inc and Orancomex, S.A. de C.V.

       4.2    Corporate  Power;  Authorization  to  Execute  Loan
Documents; No Consent.  Each Borrower has the corporate power and
authority  and the legal right to execute, deliver,  and  perform
the  Loan Documents to be executed by it and to borrow thereunder
and  has  taken  all corporate action necessary to authorize  the
execution,  delivery, and performance of such Loan Documents  and
to authorize the borrowings contemplated thereby.  The execution,
delivery,  and performance by Borrowers of the Loan Documents  to
be executed by them will not contravene, conflict with, result in
the breach of, or constitute a violation of or default under,  or
result  in the creation of any lien, charge, or encumbrance  upon
any  property  or  assets  of either Borrower  pursuant  to,  the
articles  of  incorporation or bylaws of such  Borrower,  or  any
applicable   law,  rule,  regulation,  judgment,   order,   writ,
injunction,  or  decree or any indenture or  other  agreement  or
instrument  to  which either Borrower is a  party,  or  by  which
either  Borrower  or its property may be bound or  affected.   No
consent, license, or authorization of, or filing with, or  notice
to,  any  Person  or entity (including, without  limitation,  any
governmental  authority), is necessary or required in  connection
with   the   execution,  delivery,  performance,   validity,   or
enforceability  of  the  Loan Documents  and  the  borrowings  as
contemplated   thereunder,   except   for   consents,   licenses,
authorizations,  filings, and notices obtained  or  performed  by
such  Borrower  and  of  which Lender has been  provided  written
notice,  or referred to or disclosed in the Loan Documents. 

                              -75-

  Any
such  consents,  licenses, authorizations,  filings,  or  notices
remain in full force and effect.

      4.3   Enforceable  Obligations.  The  Loan  Documents  when
executed  and  delivered to Lender will constitute legal,  valid,
and binding agreements enforceable against the respective parties
thereto  and  any  property described therein in accordance  with
their respective terms.

     4.4  Financial Condition of Borrowers.

           (a)  The financial statements as at December 31, 1992,
of  Borrowers, copies of which have been furnished to Lender, are
correct, complete, and fairly present the financial condition  of
Borrowers  as at the date of the financial statements and  fairly
present the results of the operations of Borrowers for the period
covered thereby.

           (b)   Neither  Borrower  has any  material  direct  or
contingent liabilities, liabilities for taxes, long-term  leases,
or  unusual  forward or long-term commitments as of the  date  of
this  Agreement  which  are not disclosed by,  provided  for,  or
reserved  against in the financial statements or referred  to  in
notes  thereto, and at the date of this Agreement  there  are  no
material  unrealized or anticipated losses from  any  unfavorable
commitments   of  either  Borrower.   The  financial   statements
furnished  to  Lender  have  been  prepared  in  accordance  with
Generally  Accepted Accounting Principles applied on a Consistent
Basis maintained throughout the period involved.  There has  been
no  material  adverse  change  in the  business,  properties,  or
condition, financial or otherwise, of either Borrower  since  the
date  of  such  financial statements except for  changes  to  the
financial statements of Borrowers that relate to the adoption  of
F.A.S.B. Standard No. 109.

      4.5  No Litigation.  There is no suit or proceeding at  law
or  in  equity  (including proceedings by or  before  any  court,
arbitrator, governmental or administrative commission,  board  or
bureau,  or  other  administrative agency)  pending,  or  to  the
knowledge  of  either  Borrower  threatened,  by  or  against  or
involving  such  Borrower  or  against  any  of  its  properties,
existence, or revenues which, if adversely determined, would have
a  material adverse effect on the properties, assets, or business
or  on the condition, financial or otherwise, of such Borrower or
materially impair the right or ability of such Borrower to  carry
on   its  operations  substantially  as  now  conducted   or   as
anticipated  to  be  conducted in the future, or,  regardless  of
outcome, which would be required to be disclosed in notes to  any
balance sheet as of the date hereof of such Borrower prepared  in
reasonable   detail   in  accordance  with   Generally   Accepted
Accounting Principles applied on a Consistent Basis.


                                  -76-

      4.6   Investment  Company  Act.   Neither  Borrower  is  an
"investment  company" or a company "controlled" by an "investment
company" (as each of the quoted terms is defined or used  in  the
Investment Company Act of 1940, as amended).

     4.7  Disclosure and No Untrue Statements.  No representation
or  warranty  made  by either Borrower in the Loan  Documents  or
which  will  be  made  by such Borrower  from  time  to  time  in
connection  with the Loan Documents (a) contains or will  contain
any  misrepresentation or untrue statement of fact, or (b)  omits
or  will  omit to state any material fact necessary to  make  the
statements  therein not misleading.  There is no  fact  known  to
either  Borrower which adversely affects, or which might  in  the
future  adversely  affect, the business,  assets,  properties  or
condition,  financial or otherwise, of such Borrower,  except  as
set  forth  or  referred  to in the Loan Documents  or  otherwise
disclosed in writing to Lender.

      4.8   Title  to  Assets;  Leases in  Good  Standing.   Each
Borrower  has  good and marketable title in fee to  such  of  its
fixed  assets as are real property and good and marketable  title
to  its other properties and assets, including the properties and
assets  reflected in the financial statements and  notes  thereto
described  in  Subsection 4.4 hereof, except for such  assets  as
have been disposed of in the ordinary course of business, and all
such  properties  and  assets are free and clear  of  all  liens,
mortgages, pledges, security interests, charges, title  retention
agreements,  or  other  encumbrances of  any  kind  except  those
permitted  under  Subsection 7.2.  Each Borrower enjoys  peaceful
and undisturbed possession under all leases under which it is now
operating,  none  of  which  contain any  burdensome  or  unusual
provisions  which may affect its operations, and all said  leases
are  valid,  subsisting, and in full force and effect,  and  such
Borrower  is  not in violation of any material term of  any  such
lease.

     4.9  Payment of Taxes.  Each Borrower has filed or caused to
be  filed  all  federal, state, and local tax returns  which  are
required to be filed by it and has paid or caused to be paid  all
taxes  as shown on said returns or on any assessment received  by
it,  to  the  extent that such taxes have become due,  except  as
otherwise  permitted by the provisions hereof, and no controversy
in  respect  of  additional income taxes of  either  Borrower  is
pending, or, to the knowledge of such Borrower, threatened.  Each
Borrower  has set up reserves which are believed by its  officers
to be adequate for the payment of all taxes for which a notice of
assessment  has been received and for the payment of  such  taxes
for  the  years that have not been audited by the respective  tax
authorities.

       4.10  Agreement  or  Contract  Restrictions;  No  Default.
Neither  Borrower is a party to, nor is bound by, any  agreement,
contract,  or  instrument  or subject to  any  charter  or  other
corporate

                                -77-

  restriction which materially or adversely affects  the
business, properties, assets, operations, or condition, financial
or  otherwise,  of  such  Borrower except  as  disclosed  in  the
financial    statements   and   notes   thereto   described    in
Subsection 4.4 hereof.  To the best of each Borrower's knowledge,
each Borrower is in full compliance with and is not in default in
the  performance, observance, or fulfillment of any  obligations,
covenants, or conditions contained in any agreement or instrument
to which it is a party.

      4.11 Racketeer Influenced and Corrupt Organization(s)  Act.
Neither  Borrower has been and is not now engaged, and  will  not
engage,  directly or indirectly, in any pattern of  "racketeering
activity" or in any "collection of any unlawful debt," as each of
the  quoted terms or phrases is defined or used by the  Racketeer
Influenced  and Corrupt Organization(s) Act of either the  United
States  or  the State of Florida, Title 18, United  States  Code,
Section   1961   et   seq.;   Chapter  895,   Florida   Statutes,
respectively, as each act now exists or is hereafter amended (the
"RICO Lien Acts").  None of either Borrower's real property, none
of either Borrower's interest or interests of any kind, including
beneficial interest or interests, mortgages and leases, in or  on
real  property  and none of either Borrower's personal  property,
including  money,  has  ever been, is  now,  or  is  in  any  way
reasonably anticipated by such Borrower to become, subject to any
lien,  notice, civil investigative demand, action,  suit  or  any
proceeding pursuant to the RICO Lien Acts.


               SECTION 5.  CONDITIONS OF LENDING.

      The  obligation of Lender to make the loan or loans  or  to
permit   any  borrowings  hereunder  is  conditioned   upon   the
performance of all agreements by Borrowers contained  herein,  as
well as satisfaction of the following conditions precedent:

      5.1  No Default.  On the date hereof, Borrowers shall be in
compliance with all terms and conditions set forth herein, and no
Event  of  Default, nor any event which upon notice or  lapse  of
time  or  both would constitute an Event of Default,  shall  have
occurred and be continuing at the time of such borrowing,  unless
such  Event  of  Default  shall have been  waived  by  Lender  in
writing.

     5.2  Opinion of Borrowers' Counsel.  On or prior to the date
of  this Agreement, and to the extent required by Lender  at  the
time  of any borrowing hereunder, Lender shall have received  the
favorable opinion of counsel for Borrowers, in form and substance
satisfactory to Lender.


                                 -78-

      5.3  Opinion of Lender's Counsel.  At the option of Lender,
Lender  shall have received at the time of closing the  favorable
opinion  of  Holland  & Knight, counsel of Lender,  in  form  and
substance  satisfactory to Lender, as to such matters  as  Lender
may  require.   All  legal matters in connection  with  the  Loan
Documents  and  the transactions herein and therein  contemplated
and  all documents and proceedings shall be satisfactory in  form
and substance to counsel of Lender.

      5.4   Loan  Documents.  On or prior to  the  date  of  this
Agreement,  Lender  shall  have  received,  duly  executed,  this
Agreement and the other Loan Documents, all in form and substance
satisfactory to Lender and counsel for Lender.

      5.5  Supporting Documents.  On or prior to the date of this
Agreement,  Lender  shall have received the  following  documents
satisfactory  in  form and substance to Lender  and  counsel  for
Lender  and,  as  requested by Lender, certified  by  appropriate
corporate or governmental authorities:

           (a)   A  certificate of good standing of each Borrower
certified  by  the  secretary  of  state,  or  other  appropriate
governmental  authority, of the state of  incorporation  of  such
Borrower;

           (b)   A copy of the articles of incorporation of  each
Borrower  in effect on the date hereof certified by the secretary
of  state,  or other appropriate governmental authority,  of  the
state  of  incorporation  of  such  Borrower,  accompanied  by  a
certificate from an appropriate officer of such Borrower that the
copy is complete and that the articles of incorporation have  not
been  amended, annulled, rescinded, or revoked since the date  of
the  certificate  of the secretary of state or other  appropriate
governmental authority;

          (c)  A copy of the bylaws of each Borrower in effect on
the date of this Agreement, accompanied by a certificate from  an
appropriate  officer of such Borrower that the copy is  true  and
complete  and  that  the bylaws have not been amended,  annulled,
rescinded,  or revoked since the date of the bylaws or  the  last
amendment reflected in the copy, if any;

          (d)  A copy of resolutions of the board of directors of
each   Borrower   authorizing  the   execution,   delivery,   and
performance  of the Loan Documents and the borrowings thereunder,
and   specifying  the  officer  or  officers  of  such   Borrower
authorized  to  execute  the  Loan Documents,  accompanied  by  a
certificate from an appropriate officer that the resolutions  are
true and complete, were duly adopted at a duly called meeting  in
which  a  quorum was present and acting throughout, or were  duly
adopted  by written action, and have

                                  -79-

 not been amended,  annulled,
rescinded or revoked in any respect and remain in full force  and
effect  on  the  date  of  the  certificate,  together  with   an
incumbency certificate containing the names, titles, and  genuine
signatures  of all duly elected officers of such Borrower  as  of
the date of this Agreement, accompanied by a certificate from  an
appropriate officer that the information is true and complete;

           (e)   UCC-1  Financing Statements  (local  and  state)
covering  personal  property  and  fixtures  encumbered  by   the
Mortgage, or otherwise a portion of the collateral for  the  loan
or   loans  evidenced  hereby,  and  such  other  instruments  as
necessary to insure Lender a perfected first security interest in
such  personal  property  and fixtures,  subject  only  to  those
matters approved by Lender;

           (f)   A  mortgagee title insurance binder  and  policy
insuring  the  Mortgage as a valid first  lien  on  the  property
covered  thereby,  subject only to those exceptions  approved  in
writing   by   Lender,  issued  by  a  title  insurance   company
satisfactory to Lender, and including any reinsurance  agreements
required by Lender;

          (g)  A Phase I environmental audit of the real property
encumbered  by  the  Mortgage,  the  results  of  which  must  be
satisfactory to Lender at its sole discretion.

          (h)  such additional supporting documents as Lender may
request.


               SECTION 6.  AFFIRMATIVE COVENANTS.

      Borrowers  covenant and agree that from the  date  of  this
Agreement  until  payment  in  full  of  all  present  or  future
indebtedness hereunder and termination of all present  or  future
credit  facilities  established hereunder,  unless  Lender  shall
otherwise  consent in writing, Borrowers will fully  comply  with
the following provisions applicable to them:

     6.1  Financial Reports and Other Data.

           (a)  Borrowers will, as soon as practicable and in any
event  within forty-five (45) days after the end of  each  fiscal
quarter,   deliver  or  cause  to  be  delivered  to   Lender   a
consolidated balance sheet as at the last day of such quarter and
the related consolidated statement of income for such quarter and
cumulative  year-to-date for Borrowers, all in reasonable  detail
and  satisfactory in scope to Lender and certified by  the  chief
financial  officer  of  each Borrower to have  been  prepared  in
accordance with Generally Accepted Accounting Principles  applied
on 

                                -80-

 a Consistent Basis, subject to changes resulting from normal,
recurring  year-end  adjustments.  Borrowers may  provide  Lender
with  a copy of their 10-Q reports filed with the Securities  and
Exchange   Commission   in  lieu  of  such  quarterly   financial
statements  if  the  chief  financial officer  of  each  Borrower
provides   Lender  a  separate  certification  that   meets   the
requirements of this Subsection;

           (b)  Borrowers will, as soon as practicable and in any
event  within ninety (90) days after the end of each fiscal year,
deliver to Lender audited financial statements which audit  shall
be  performed  in  accordance  with generally  accepted  auditing
standards.   Such financial statements shall include the  balance
sheet of Borrowers as at the end of such fiscal year, and related
statements of income, and changes in financial position for  such
fiscal  year,  setting  forth in each case  in  comparative  form
figures  for  the  corresponding period in the  preceding  fiscal
year,  prepared in accordance with Generally Accepted  Principles
applied  on  a  Consistent Basis, all in  reasonable  detail  and
satisfactory  in scope to Lender and certified by and  containing
an opinion acceptable to Lender from independent certified public
accountants of recognized national standing selected by Borrowers
and satisfactory to Lender;

           (c)   Together  with  each  delivery  of  those  items
required by clauses (a) and (b) above, Borrowers shall deliver to
Lender  a certificate executed by the chief financial officer  of
each Borrower, containing computations indicating compliance with
Subsections  6.15, and stating that to the best of the  officer's
knowledge,  (i)  Borrowers  have kept, observed,  performed,  and
fulfilled  each and every agreement binding on them contained  in
the  Loan  Documents, and is not at the time in  default  of  the
keeping,  observance, performance, or fulfillment of any  of  the
terms, provisions, and conditions thereof, and (ii) that none  of
the Events of Default or events which upon notice or the lapse of
time or both would constitute Events of Default has occurred,  or
specifying  all  such defaults and events of which  he  may  have
knowledge;

          (d)  Borrowers will provide Lender with a copy of their
10-K  reports  filed with the Securities and Exchange  Commission
within fifteen (15) days of filing such reports.

          (e)  With reasonable promptness, Borrowers will deliver
such  additional financial or other data as Lender may from  time
to time reasonably request; and

           (f)   Lender is hereby authorized to deliver a copy of
any financial statements or any other information relating to the
business,  operations, or financial condition of Borrowers  which
may be furnished to them or come to its attention pursuant to the
Loan 

                                  -81-

 Documents  or otherwise, to any regulatory body  or  agency
having jurisdiction over Lender or to any Person which shall,  or
shall have the right or obligation to, succeed to all or any part
of Lender's interest in the Loan Documents.

     6.2  Payment of Indebtedness to Lender; Performance of Other
Covenants; Payment of Other Obligations.  (a) Borrowers will make
full  and timely payment of the principal of and interest on  the
indebtedness owed hereunder; (b) Borrowers will duly comply  with
all  the terms and covenants contained in the Loan Documents; and
(c)  Borrowers  will make full and timely payment  of  all  other
indebtedness  of either Borrower to Lender, whether now  existing
or hereafter arising.

      6.3   Conduct of Business; Maintenance of Existence.   Each
Borrower  will  do  or cause to be done all things  necessary  to
preserve  and  to  keep  in full force and effect  its  corporate
existence  and rights and its franchises, licenses, trade  names,
patents,  trademarks,  and permits which are  necessary  for  the
continuance  of its business, and continue to engage  principally
in the business currently operated by Borrowers.

      6.4   Maintenance of Property.  Each Borrower will maintain
its  property  in good order and repair and, from time  to  time,
make  all  needful  and  proper repairs, renewals,  replacements,
additions, and improvements thereto, so that the business carried
on  may be properly and advantageously conducted at all times  in
accordance with prudent business management.

      6.5   Right of Inspection; Discussions.  Each Borrower will
permit  any Person designated by Lender, at Lender's expense,  to
visit  and  inspect  any  of  the  properties,  corporate  books,
records,   papers,  and  financial  reports  of  such   Borrower,
including   the  making  of  any  copies  thereof  and  abstracts
therefrom,  and  to discuss its affairs, finances,  and  accounts
with its principal officers, all at such reasonable times and  as
often as Lender may reasonably request.  Each Borrower will  also
permit  Lender,  or its designated representative,  to  audit  or
appraise any of its assets or financial and business records.

      6.6   Notices.  Each Borrower will promptly give notice  to
Lender of:

           (a)  The occurrence of any default or Event of Default
(or  event  which would constitute a default or Event of  Default
but  for  the requirement that notice be given or time elapse  or
both)  hereunder or under any other obligation of such  Borrower,
in  which case such notice shall specify the nature thereof,  the
period  of  existence thereof, and the action that such  Borrower
proposes to take with respect thereto;


                                   -82-

           (b)   the occurrence of any material casualty  to  any
material  facility  of such Borrower or any other  force  majeure
(including,  without  limitation,  any  strike  or  other   labor
disturbance) materially affecting the operation or value  of  any
such  facility (specifying whether or not such casualty or  force
majeure is covered by insurance); and

           (c)   the commencement or any material change  in  the
nature  or status of any litigation, dispute, or proceeding  that
may  involve a claim for damages, injunctive relief, enforcement,
or  other  relief  pending, being instituted, or  threatened  by,
against  or  involving  such Borrower, or any  attachment,  levy,
execution,  or other process being instituted by or  against  any
assets  of such Borrower, which might impair the conduct of  such
Borrower's business or might affect financially or otherwise  its
business,   operations,   assets,   properties,   prospects,   or
condition.

      6.7   Payment of Taxes; Liens.  Each Borrower will promptly
pay,  or  cause  to  be paid, all taxes, assessments,  and  other
governmental  charges which may lawfully be  levied  or  assessed
(i)  upon  the income or profits of such Borrower, (ii) upon  any
property, real, personal or mixed, belonging to such Borrower, or
upon  any  part  thereof, or (iii) by reason of employee  benefit
plans sponsored by such Borrower, and also any lawful claims  for
labor,  material and supplies which, if unpaid,  might  become  a
lien  or  charge  against any such property;  provided,  however,
neither  Borrower  shall  be  required  to  pay  any  such   tax,
assessment,  charge,  levy, or claim  so  long  as  the  validity
thereof  shall be actively contested in good faith by appropriate
proceedings and such Borrower shall have set aside on  its  books
adequate   reserves  (determined  in  accordance  with  Generally
Accepted  Accounting Principles) with respect to  any  such  tax,
assessment,  charge,  levy, or claim so contested;  but  provided
further  that  any such tax, assessment, charge, levy,  or  claim
shall  be paid forthwith upon the commencement of proceedings  to
foreclose any lien securing the same.

      6.8   Insurance of Properties.  Each Borrower will maintain
liability insurance with insurance companies acceptable to Lender
against  the  risks  for which provision for  such  insurance  is
usually  made  by  other Persons engaged in  a  similar  business
similarly situated and to the same extent thereto and carry  such
other  types and amounts of insurance as are usually  carried  by
Persons  engaged  in  the  same or a similar  business  similarly
situated,  and upon request deliver to Lender a certificate  from
the insurer setting forth the nature of the risks covered by such
insurance, the amount carried with respect to each risk, and  the
name of the insurer.
      6.9  Title Insurance.  Orange-Co will, upon the request  of
Lender,  obtain mortgagee's title insurance or an update  thereof
satisfactory  and acceptable to Lender for each  parcel  of  real
property subject to any mortgage hereunder.

                              -83-


      6.10  True Books.  Each Borrower will keep proper and  true
books  of  record and account, satisfactory to Lender,  in  which
full,  true,  and  correct entries will be made  of  all  of  its
dealings  and  transactions,  and establish  on  its  books  such
reserves  as  may  be  required by Generally Accepted  Accounting
Principles  with  respect  to  all taxes,  assessments,  charges,
levies, and claims referred to in Subsection 6.7 hereof, and with
respect  to  its  business  in general,  and  will  include  such
reserves in any interim as well as year-end financial statements.

      6.11 Observance of Laws.  Each Borrower will conform to and
duly  observe all laws, regulations, and other valid requirements
of  any governmental authority with respect to the conduct of its
business.

      6.12  Further  Assurances.  At its cost and  expense,  upon
request of Lender, each Borrower will duly execute and deliver or
cause  to  be duly executed and delivered to Lender such  further
instruments or documents and do and cause to be done such further
acts  as may be reasonably necessary or proper in the opinion  of
Lender  to carry out more effectively the provisions and purposes
of this Agreement.

      6.13  ERISA Benefit Plans.  Each Borrower will comply  with
all   requirements  of  ERISA  applicable  to  it  and  will  not
materially increase its liabilities under or violate the terms of
any  present or future benefit plans maintained by it without the
prior  approval  of the Lender.  Each Borrower  will  furnish  to
Lender as soon as possible and in any event within 10 days  after
such  Borrower or a duly appointed administrator of  a  plan  (as
defined in ERISA) knows or has reason to know that any reportable
event,  funding deficiency, or prohibited transaction (as defined
in  ERISA) with respect to any plan has occurred, a statement  of
the  chief  financial  officer  of such  Borrower  describing  in
reasonable  detail such reportable event, funding deficiency,  or
prohibited  transaction  and  any  action  which  such   Borrower
proposes  to take with respect thereto, together with a  copy  of
the  notice  of such event given to the Pension Benefit  Guaranty
Corporation  or the Internal Revenue Service or a statement  that
said  notice will be filed with the annual report to  the  United
States  Department  of Labor with respect to such  plan  if  such
filing has been authorized.

       6.14      Change  of  Name, Principal Place  of  Business,
Office, or Agent.  Each Borrower will notify Lender of any change
in  the name of such Borrower, the principal place of business of
such  Borrower,  the office where the books and records  of  such
Borrower are kept, or any change in the registered agent of  such
Borrower for the purposes of service of process.


                               -84-

      6.15  Financial Covenants.  Borrowers will,  in  accordance
with  Generally  Accepted  Accounting  Principles  applied  on  a
Consistent Basis, maintain on a consolidated basis:

           (a)   Minimum Working Capital at all times of not less
than Ten Million and 0/1.00 Dollars ($10,000,000.00).

          (b)  A Current Ratio at all times greater than or equal
to 1.5 to 1.0.

          (c)  A Debt-to Equity Ratio not to exceed .65 to 1.0 at
any time.

      The  financial  covenants required by this Subsection  6.15
shall  be  measured as of the last day of each fiscal quarter  of
Borrowers.    The   financial  covenant  requirements   of   this
Subsection shall be computed on the basis that F.A.S.B.  Standard
No.  109  does  not  apply  to the financial  statements  of  the
Borrowers.


                SECTION 7.  NEGATIVE COVENANTS.

      Borrowers  covenant and agree that from the  date  of  this
Agreement  until  payment  in  full  of  all  present  or  future
indebtedness hereunder  and termination of all present or  future
credit  facilities  established hereunder,  unless  Lender  shall
otherwise  consent in writing, Borrowers will fully  comply  with
the following provisions applicable to them:

      7.1   Limitations on Mortgages, Liens, Etc.  Orange-Co will
not, directly or indirectly, create, incur, assume, or suffer  or
permit to exist any mortgage, pledge, lien, security interest, or
other  charge  or  encumbrance (including the  lien  or  retained
security  title of a conditional vendor or lessor) upon  or  with
respect  to  the  real and personal property  encumbered  by  the
Mortgage or Assignment of Rents and Leases.

       7.2   Guaranties.   Neither  Borrower  will,  directly  or
indirectly,  guarantee,  assume,  endorse,  become  a  surety  or
accommodation party for, or otherwise in any way extend credit or
become responsible for or remain liable or contingently liable in
connection  with  any indebtedness or other  obligations  of  any
other Person or entity except guaranties and endorsements made in
connection with the deposit of negotiable instruments  and  other
items for collection or credit in the ordinary course of business
and  guaranties  of any obligations of any Subsidiary  of  either
Borrower.

      7.3   Merger,  Dissolution, Etc.   Neither  Borrower  will,
directly or indirectly, (a) enter into any transaction of  merger
or  consolidation; or (b) change the nature of its  business;  or
(c)  enter into any arrangement, directly or indirectly, with any

                                -85-

Person whereby such Borrower shall sell or transfer any property,
real  or  personal, used or useful in its business,  whether  now
owned  or  hereafter acquired, and thereafter rent or lease  such
property which such Borrower intends to use for substantially the
same   purpose  or  purposes  as  the  property  being  sold   or
transferred;  or  (d) invest in, transfer any assets  to,  or  do
business  through any Subsidiary not described in Subsection  4.1
hereof;  (e)  wind  up,  liquidate, or  dissolve  itself  or  its
business; or (f) agree to any of the foregoing.

     7.4  Regulation U.  Neither Borrower will permit any part of
the proceeds of the loan or loans made pursuant to this Agreement
to  be used to purchase or carry or to reduce or retire any  loan
incurred  to  purchase  or  carry any margin  stock  (within  the
meaning  of Regulation U of the Board of Governors of the Federal
Reserve System) or to extend credit to others for the purpose  of
purchasing or carrying any such margin stock, or to be  used  for
any  other purpose which violates, or which would be inconsistent
with,  the  provisions  of  Regulation  U   or  other  applicable
regulation.   Each Borrower covenants that it is not engaged  and
will  not  become  engaged as one of its principal  or  important
activities  in extending credit for the purpose of purchasing  or
carrying  such  margin  stock.   If  requested  by  Lender,  each
Borrower  will furnish to Lender in connection with any  loan  or
loans  hereunder, a statement in conformity with the requirements
of  Federal Reserve Form U-1 referred to in said Regulation.   In
addition, each Borrower covenants that no part of the proceeds of
the  loan  or  loans hereunder will be used for the  purchase  of
commodity future contracts (or margins therefor for short  sales)
for  any  commodity  not  required for the  normal  raw  material
inventory of such Borrower.

      7.5   Changes  in Governing Documents, Accounting  Methods,
Fiscal  Year.   Neither Borrower will amend in  any  respect  its
articles of incorporation or bylaws from that in existence on the
date  of  this  Agreement  or change its  accounting  methods  or
practices, its depreciation or amortization policy or  rates,  or
its  fiscal year end from that in existence as of the date of the
financial    statements   provided   to   Lender   pursuant    to
Subsection 6.1 hereof, except as required to comply with  law  or
with Generally Accepted Accounting Principles.


                 SECTION 8.  EVENTS OF DEFAULT.

      If  any one or more of the following events (herein  called
"Events  of Default") shall occur, Lender may, at its  option  at
any  time thereafter, declare the indebtedness owed to Lender  by
Borrowers  hereunder and all other obligations  and  indebtedness
owed  by  either  Borrower  to Lender to  be  forthwith  due  and
payable,  whereupon  the  indebtedness owed  to  Lender  by  such
Borrower  hereunder  and all other obligations  and  indebtedness
owed  by either

                                -86-

 Borrower to Lender with accrued interest thereon,
whether  contingent  or direct, shall forthwith  become  due  and
payable, without presentment, demand, protest, or other notice of
any  kind from Lender, all of which are hereby expressly  waived,
anything   contained  in  the  Loan  Documents  to  the  contrary
notwithstanding, and, in addition, Lender may immediately proceed
to  do  all  things provided for by law or the Loan Documents  to
enforce its rights hereunder and to collect all amounts owing  to
Lender  by  such  Borrower, and automatically all commitments  to
extend credit or to make advances subsequent to the occurrence of
the  Event  of  Default shall immediately terminate.   No  right,
power,  or  remedy  conferred upon Lender by the  Loan  Documents
shall  be exclusive of any other right, power, or remedy referred
to therein or now or hereafter available at law or in equity.

      8.1   Payment of Obligations Under Loan Documents.   Either
Borrower fails to pay when due any principal, interest, or  other
amount  due  on  any  indebtedness owed  Lender  under  the  Loan
Documents.

      8.2   Representation  or Warranty.  Any  representation  or
warranty made or deemed made by either Borrower herein or in  any
writing  furnished  in connection with or pursuant  to  the  Loan
Documents,  or  any report, certificate, financial statement,  or
other  information  provided by others and  furnished  by  either
Borrower  to  Lender in connection with or pursuant to  the  Loan
Documents,  shall be false or misleading in any material  respect
on the date when made or when deemed made.

     8.3  Covenants or Defaults Under the Loan Documents.  Either
Borrower or any other Person fails to fully and promptly  perform
when  due any agreement, covenant, term, or condition binding  on
it  contained  in this Agreement or any other Loan  Document,  or
otherwise a part of the transactions covered hereby or a  default
or event of default occurs under any other Loan Document.

      8.4   Payment,  Performance, or Default of  Other  Monetary
Obligations.   Either  Borrower fails  to  make  payment  on  any
contract   obligation  or  of  principal  or  interest   on   any
indebtedness  other than that created under the  Loan  Documents,
whether  owed  to  Lender or others, beyond any period  of  grace
provided  with  respect thereto, or fails to fully  and  promptly
perform  any  other  obligation, agreement,  term,  or  condition
contained   in   any  agreement  under  which  any   such   other
indebtedness is created, or there is otherwise a default or event
of default thereunder.

      8.5   Covenants  or Defaults to Lender or  Others.   Either
Borrower  fails  to  fully  and promptly  perform  when  due  any
agreement,  covenant, term, or condition binding on it  contained
in   any  lease, contract, or other agreement to which  it  is  a
party or in respect of which it is obligated, other than the Loan
Documents  and other than any monetary default (as  described  in
Subsection 8.4 above),

                              -87-

 or there is otherwise a default  or  event
of default thereunder.

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

      8.7   Involuntary  Bankruptcy,  Etc.   Commencement  of  an
involuntary  petition, case, proceeding, or other action  against
either   Borrower   under   the  Bankruptcy   Code   or   seeking
reorganization, arrangement, readjustment of its  debts,  or  any
other   relief  under  any  existing  or  future   law   of   any
jurisdiction, domestic or foreign, state or federal, relating  to
bankruptcy, insolvency, reorganization, or relief of debtors;  or
the involuntary appointment of a receiver, trustee, custodian, or
other  similar  official for either Borrower  or  for  all  or  a
substantial part of such Borrower's property or assets; or  there
shall  be commenced against either Borrower any case, proceeding,
or  other  action  seeking issuance of a warrant  of  attachment,
execution,  distraint,  or similar process  against  all  or  any
substantial  part  of such Borrower's assets  or  property  which
results  in  the  entry  of an order for  such  relief,  and  the
continuance  of  any of such for thirty (30) days  without  being
vacated, discharged, stayed, bonded, or dismissed.

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

      8.9   Attachment, Garnishment, Liens Imposed by  Law.   The
issuance of a writ of attachment or garnishment against,  or  the
imposition  of  a  lien by operation of law on, any  property  of
either  Borrower, if the amount of the claim or the value of  the
affected property is in excess of $50,000.00, if twenty (20) days
have 

                                -88-

 elapsed  and the proceeding or lien has not  been  vacated,
satisfied, dismissed, or stayed pending appeal.

      8.10  Corporate Existence.  Any act or omission (formal  or
informal)  of  either  Borrower or its  officers,  directors,  or
shareholders  leading  to,  or  resulting  in,  the  termination,
invalidation   (partial   or  total),   revocation,   suspension,
interruption,  or  unenforceability of its  corporate  existence,
rights, licenses, franchises, or permits.

      8.11 Invalidity of Security Interest and Liens; Transfer of
Collateral.   For  any  reason after the execution  and  delivery
thereof, any document delivered pursuant hereto that creates,  or
was  intended  to  create,  a security  interest  or  to  provide
collateral security for indebtedness created hereunder ceases  to
be  in full force and effect, or the liens intended to be created
thereby  cease to be or are not valid and perfected first  liens,
subject  to no other liens except as expressly permitted  herein,
or  any  collateral  covered thereby is  transferred  to  another
Person without the prior written consent of Lender.

      8.12  Change  of  Ownership of  Borrower.   Any  change  in
majority ownership of either Borrower.

      8.13  Notice and Cure Periods.  Lender agrees that it  will
provide Borrowers written notice of the occurrence of an Event of
Default under Subsections 8.3, 8.4, 8.5, 8.8, 8.9, 8.10, and 8.11
and  allow Borrowers sixty (60) days from the date of such notice
to  cure  the  Event  of  Default before Lender  accelerates  the
indebtedness evidenced by the Term Note or exercises any remedies
available  to  it under the Loan Documents or applicable  Florida
law,  except  that Lender may charge Borrowers the  Default  Rate
pursuant  to  Subsection  2.4(b)  hereof.   Borrowers  agree  and
acknowledge that Borrowers under this Agreement have the right to
cure  the Events of Default listed in this paragraph and no other
Events of Default.


                   SECTION 9.  MISCELLANEOUS.

      9.1  Course of Dealing; Amendment; Supplemental Agreements.
No  course  of  dealing  between  the  parties  hereto  shall  be
effective  to  amend,  modify, or change any  provision  of  this
Agreement.   This  Agreement may not  be  amended,  modified,  or
changed  in any respect except by an agreement in writing  signed
by  the  party  against whom such change is to be enforced.   The
parties hereto may, subject to the provisions of this Subsection,
from  time  to  time, enter into written agreements  supplemental
hereto for the purpose of adding any provisions to this Agreement
or  changing  in  any  manner the rights and obligations  of  the
parties  hereunder.  Any such supplemental agreement  in  writing
shall be binding upon the parties thereto.

                              -89-


      9.2  Waiver By Lender of Requirements.  Lender may sign and
deliver  to  Borrowers a written statement  waiving  any  of  the
requirements of this Agreement and in such event the waiver shall
be  effective only in the specific instance and for the  specific
purpose for which given.

      9.3   Waiver of Default.  Lender may, by written notice  to
Borrowers, at any time and from time to time, waive any Event  of
Default  and  its consequences, or any default in the performance
or  observance of any condition, covenant, or other  term  hereof
and  its consequences.  Any such waiver shall be for such  period
and  subject to such conditions as shall be specified in any such
notice.   In  the case of any such waiver, Borrowers  and  Lender
shall  be restored to their former positions prior to such  Event
of  Default or default and shall have the same rights as they had
thereto,  and any Event of Default or default so waived shall  be
deemed  to be cured and not continuing; but no such waiver  shall
extend to any subsequent or other Event of Default or default, or
impair any right consequent thereto.

      9.4    Notices.   Notwithstanding  any  provisions  to  the
contrary  contained  in  the other Loan Documents,  all  notices,
requests  and  demands to or upon the parties to  this  Agreement
pursuant to any Loan Document shall be deemed to have been  given
or  made  when delivered by hand, or when deposited in the  mail,
postage  prepaid by registered or certified mail, return  receipt
requested, addressed as follows or to such other address  as  may
be hereafter designated in writing by one party to the other:

          Borrowers:     Orange-Co., Inc.
                         Orange-Co. of Florida, Inc.
                         2020 U. S. Highway 17, South
                         Bartow, Florida  33830
                         Attention:  Dale Bruwelheide
                                     Chief Financial Officer

          Lender:        Farm Credit of Southwest Florida, ACA
                         340 North Broward Avenue
                         Arcadia, Florida 33821
                         Attention:  Jimmy V. Knight
                                     Executive Vice President


except  in cases where it is expressly herein provided that  such
notice, request, or demand is not effective until received by the
party to whom it is addressed.

     9.5  No Waiver; Cumulative Remedies.  No omission or failure
of Lender to exercise and no delay in exercising by Lender of any
right,  power, or privilege hereunder, shall impair  such  right,
power,  or  privilege, shall operate as a waiver  thereof  or  be
construed to be a waiver thereof; nor shall any single or partial

                             -90-

exercise of any right, power, or privilege hereunder preclude any
other  or  further exercise thereof or the exercise of any  other
right, power, or privilege.  The rights and remedies provided  in
the Loan Documents are cumulative and not exclusive of any rights
or remedies provided by law, and the warranties, representations,
covenants,  and  agreements  made therein  shall  be  cumulative,
except in the case of irreconcilable inconsistency, in which case
the provisions of this Agreement shall control.

       9.6   Reliance  Upon,  Survival  of  and  Materiality   of
Representations and Warranties, Agreements, and  Covenants.   All
representations and warranties, agreements, and covenants made by
either  Borrower in the Loan Documents are material and shall  be
deemed  to  have been relied upon by Lender, notwithstanding  any
investigation heretofore or hereafter made by Lender,  and  shall
survive the execution and delivery of the Loan Documents and  the
making  of  the  loan  or  loans herein contemplated,  and  shall
continue in full force and effect so long as any indebtedness  is
owed  to Lender by either Borrower pursuant hereto or so long  as
there  shall be any commitment by Lender to make loans to  either
Borrower  hereunder.  All statements contained in any certificate
or other paper delivered to Lender at any time by or on behalf of
either  Borrower pursuant hereto shall constitute representations
and warranties by such Borrower hereunder.

     9.7  Severability and Enforceability of Provisions.   In the
event  that  any  one  or  more of the  provisions  of  the  Loan
Documents  is determined to be invalid, illegal, or unenforceable
in  any  respect as to one or more of the parties, all  remaining
provisions nevertheless shall remain effective and binding on the
parties  thereto  and the validity, legality, and  enforceability
thereof shall not be affected or impaired thereby.  To the extent
permitted  by  applicable  law,  the  parties  hereby  waive  any
provision  of  law  that  renders any provision  hereof  invalid,
illegal, or unenforceable in any respect.

      9.8   Payment  of Expenses, Including Attorneys'  Fees  and
Taxes.   Borrowers agree (a) to pay or reimburse  Lender for  all
its  reasonable  and customary out-of-pocket costs  and  expenses
incurred   in   connection  with  the  preparation,  negotiation,
execution,  and  delivery of, and any amendment,  supplement,  or
modification to, or waiver or consent under, the Loan  Documents,
and  the  consummation of the transactions contemplated  thereby,
including, without limitation, the reasonable and customary  fees
and disbursements of counsel for Lender, taxes, and all recording
or  filing  fees, (b) to pay or reimburse Lender for all  of  its
costs   and   expenses   incurred   in   connection   with    the
administration,  supervision, collection, or enforcement  of,  or
the  preservation  of  any  rights  under,  the  Loan  Documents,
including,  without  limitation, the fees  and  disbursements  of
counsel  for Lender, including attorneys' fees out of  court,  in
trial,  on  appeal,  in  bankruptcy  proceedings,  or  otherwise,
(c)  without limiting the generality of provision (a)

                                -91-

 hereof,  to
pay  or  reimburse  Lender  for, and indemnify  and  hold  Lender
harmless  against  liability for, any and all  documentary  stamp
taxes,  non-recurring intangible taxes, or other taxes,  together
with  any interest, penalties, or other liabilities in connection
therewith,  that Lender now or hereafter determines  are  payable
with respect to the Loan Documents, the obligations evidenced  by
the  Loan  Documents, any advances under the Loan Documents,  and
any  guaranties  or mortgages or other security instruments,  and
(d)  to pay, indemnify, and hold Lender harmless from and against
any  and  all  other liabilities, obligations,  losses,  damages,
penalties,   actions,  judgments,  suits,  costs,  expenses,   or
disbursements  of any kind or nature whatsoever with  respect  to
the    execution,   delivery,   enforcement,   performance,   and
administration  of  the Loan Documents.  The agreements  in  this
Subsection  shall survive repayment of all other amounts  payable
hereunder or pursuant hereto, now or in the future, and shall  be
secured  by  all  collateral  that  secures  the  loan  or  loans
described herein.

      9.9   Successors  and  Assigns.  This  Agreement  shall  be
binding  upon  and inure to the benefit of Lender and  Borrowers,
and, to the extent permitted herein, their respective successors,
assignees,  or  transferees.  In the event of  such  transfer  or
assignment,  the  rights  and privileges  herein  conferred  upon
Lender  shall  automatically extend  to  and  be  vested  in  the
successor, assignee, or transferee of Lender, and Lender shall be
relieved of all liability hereunder.  Borrowers may not assign or
transfer  any of their rights or obligations under this Agreement
without the prior written consent of Lender.

      9.10  Counterparts; Effective Date.  This Agreement may  be
signed  in any number of separate counterparts, no one  of  which
need contain all of the signatures of the parties, and as many of
such counterparts as shall together contain all of the signatures
of  the  parties shall be deemed to constitute one and  the  same
instrument.   A set of the counterparts of this Agreement  signed
by  all  parties  hereto  shall  be  lodged  with  Lender.   This
Agreement  shall become effective upon the receipt by  Lender  of
signed  counterparts of this Agreement from each of  the  parties
hereto or telecopy confirmation of the signing of counterparts of
this Agreement by each of the parties hereto.

      9.11  Participations.  Borrowers recognize that Lender  may
enter   into   participation  agreements  with  other   financial
institutions,  including  one or more  banks  or  other  lenders,
whereby  Lender  will allocate a portion of  the  loan  or  loans
contemplated  hereunder.  Upon the written request of  Borrowers,
Lender will advise Borrowers of the names of any participants and
the extent of their interest herein.

      9.12  Governing  Law.   The validity,  interpretation,  and
enforcement  of this Agreement, of the rights and obligations  of
the 

                               -92-

 parties  hereto,  and of the other  documents  delivered  in
connection  herewith  shall be governed  by,  and  construed  and
interpreted in accordance with, the laws of the State of  Florida
excluding  those  laws  relating to the resolution  of  conflicts
between laws of different jurisdictions.

      9.13  Venue; Personal Jurisdiction over Borrowers.  In  any
litigation in connection with or to enforce this Agreement or any
of  the  other Loan Documents, each Borrower irrevocably consents
to  and confers personal jurisdiction on the courts of the  State
of  Florida or the United States courts located within the  State
of Florida, expressly waives any objections as to venue in any of
such  courts, and agrees that service of process may be  made  on
each  Borrower by mailing a copy of the summons and complaint  by
registered  or certified mail, return receipt requested,  to  its
address.  Nothing contained herein shall, however, prevent Lender
from  bringing  any  action or exercising any rights  within  any
other   state   or   jurisdiction  or  from  obtaining   personal
jurisdiction by any other means available by applicable law.

      9.14 Title and Headings; Table of Contents.  The titles and
headings   preceding  the  text  of  the  Preamble,   Preliminary
Statement,  Sections, and Subsections of this Agreement  and  the
Table  of  Contents have been included solely for convenience  of
reference  and shall neither constitute a part of this  Agreement
nor affect its meaning, interpretation, or effect.

      9.15 Complete Agreement; No Other Consideration.  The  Loan
Documents  contain the final, complete, and exclusive  expression
of  the understanding of Borrowers and Lender with respect to the
transactions contemplated by the Loan Documents and supersede any
prior  or  contemporaneous agreement or representation,  oral  or
written, by or between the parties related to the subject  matter
hereof.  Without limiting the generality of the foregoing,  there
does  not  exist any consideration or inducement  other  than  as
stated  herein  for the execution, delivery, and  performance  by
Borrowers of the Loan Documents.

      9.16 Legal or Governmental Limitations.  Anything contained
in  this Agreement to the contrary notwithstanding, Lender  shall
not  be obligated to extend credit or make loans to Borrowers  in
an  amount  in  violation  of  any  limitations  or  prohibitions
provided by any applicable statute or regulation.

      9.17  Waiver  of Trial by Jury.  Each Borrower  and  Lender
hereby knowingly, voluntarily, and intentionally waive the  right
they  may  have  to a trial by jury in respect of any  litigation
based hereon, or arising out of, under, or in connection with the
Loan  Documents  and any other document executed  in  conjunction
with  the  loan  or  loans hereunder, or any course  of  conduct,
course of dealing, statement (whether oral or written), or action
of  either  party. 

                                -93-

 This provision is a material  inducement  for
Lender to enter into any loan transactions hereunder.

      9.18  Purchase  of  Stock.  This loan  is  subject  to  the
required ownership by Borrowers of stock in Lender in the  amount
of  $1,000.00 total par value.  The stock is subject to the  risk
of capital impairment and shall be retired at the sole discretion
of  Lender's  board of directors.  The Lender will have  a  first
lien   on  Borrowers'  stock  as  security  for  the  Term  Note.
Ownership  of the Borrowers' stock will be evidenced  by  entries
recorded in the books of Lender.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be duly executed and delivered by their proper  and
duly  authorized  officers as of the day  and  year  first  above
written.
                                   BORROWERS:

WITNESSES:                         ORANGE-CO., INC., a
                                   Florida corporation


/s/ John R. Alexander              By: /s/ Gene Mooney
---------------------                  -----------------------------
/s/ David                              Gene Mooney, as its President
---------------------


/s/ John R. Alexander              By: /s/ Dale A. Bruwelheide
---------------------                  -----------------------------   
/s/ David                              Dale Bruwelheide, as its
---------------------                  Vice President and Chief
                                       Financial Officer

                                                 (Corporate Seal)



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


/s/ John R. Alexander              By: /s/ Gene Mooney
---------------------                  -----------------------------
                                       Gene Mooney, as its President
/s/ David
---------------------


/s/ John R. Alexander              By: /s/ Dale A. Bruwelheide
---------------------                  ------------------------------
                                       Dale Bruwelheide, as its
/s/ David                              Vice President and Chief
---------------------                  Financial Officer

                                                 (Corporate Seal)


                                  -94-


                                   LENDER:

                                   FARM CREDIT OF SOUTHWEST
                                   FLORIDA, ACA, a federally
                                   chartered corporation


/s/ David                          By: /s/ Jimmy V. Knight
---------------------                  ------------------------
                                       Jimmy V. Knight, as its
/s/ John R. Alexander                  Executive Vice President
---------------------                           

                                                 (Corporate Seal)

                                  -95-