EXHIBIT 10.26



Thomas V. Eagan, P.A.
Steel Hector & 
Davis LLP
200 South Biscayne Boulevard
Miami, Florida  33131-2398


                    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 13 day of August, 1996, 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.

                               WITNESSETH:

     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,
representing an indebtedness in the original principal amount of SIXTEEN 
MILLION THREE HUNDRED 





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 that certain Future Advance Agreement dated as of
             April 21, 1993 and recorded in Official Records Book 3226, Page 
             971, all as recorded in the Public Records of Polk County, 
             Florida, as well as that certain Florida Second Mortgage and 
             Security Agreement of even date herewith given by the Borrower 
             to John Hancock, recorded or to be recorded in the Public 
             Records of Polk County, Florida.

THOUSAND AND NO/100 DOLLARS ($16,300,000.00), which was 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 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,
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), which was 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 "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 Renewal 
Promissory Note given by Mortgagor to Mortgagee dated November 8, 1979 in 
the original principal amount of $16,300,000.00 of which the unpaid principal 
balance was $3,256,809.00 and the Future Advance Promissory Note dated as of 
the 21st day of April, 1993, and given by Mortgagor to Mortgagee in the 
principal amount of $8,743,191.00, which notes were collateralized by the 
Amended and Restated Mortgage and the Future Advance Agreement.


     4.   That certain Promissory Note (the "Second 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), which 
was 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 under Clerk's File No.
__________________, Public Records of Polk County, Florida.

     WHEREAS, the principal balance remaining under the Renewal Note is 
EIGHT MILLION ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,100,000.00)
and the principal balance remaining unpaid on the Second Promissory Note is 
TEN MILLION AND NO/100 DOLLARS ($10,000,000.00).

     WHEREAS, Mortgagor has agreed to consolidate 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 this Mortgage, and has agreed that the Renewal Note and the Second 
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; 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, 
non-permanent 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 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 May 1, 1998, unless 
the term of the Renewal Note is extended pursuant to its terms and conditions 
to May 1, 2003, 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 Mortgagor s Second 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 Amended and Restated Mortgage, the Future Advance
Agreement and the Second 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 
Renewal Note and the Second Promissory Note, and although the Amended and 
Restated Mortgage, the Future Advance Agreement and the Second 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 Amended and Restated 
Mortgage, the Future Advance Agreement, the Second Mortgage and/or the 
Renewal Note.  Any default by the Mortgagor in the payment or performance 
of the Renewal Note shall, at the option of Mortgagee, constitute a 
default not only with respect to the Renewal Note and this Mortgage, but 
also with respect to the Second Promissory Note, and any default by the
Mortgagor in the payment or performance of the Second Promissory Note 
shall, at the option of Mortgagee, constitute a default not only with 
respect to the Second Promissory Note and this Mortgage, but also with 
respect to the 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 Renewal Note, the Second 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 Renewal Note and the Second 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 amounts recoverable 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 point 
sixty-five per centum (9.65%) 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.   Mortgagor will deliver to the Mortgagee, in detail satisfactory 
to the Mortgagee, and within ninety (90) days after the expiration of each 
fiscal year, audited financial statements and related certificates and 
financial data, all in accordance with paragraph 16 hereof.

     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 point sixty-five per centum 
(9.65%) 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 of this 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 
Mortgagor's parent company, Orange-co, Inc., a Florida corporation, and said
parent company's consolidated subsidiaries, certified by independent public 
accountants selected by Orange-co, Inc., a Florida corporation, and 
satisfactory to the Mortgagee, together with a certificate of said accountants 
to the effect that their audit of the financial affairs of Orange-co, Inc., 
a Florida corporation, 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 of the 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 a 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 
Orange-co, Inc., a Florida corporation.  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, Orange-co, Inc., a Florida corporation, 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 otheragreement 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 is parent company, Orange-co, Inc., a 
Florida corporation 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, Orange-co, Inc., a Florida corporation, contained in this Mortgage 
shall be deemed and construed to include any successor, by any means 
whatsoever, to Orange-co,  Inc., a Florida corporation, 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.

     Of even date herewith, Orange-co, Inc., a Florida corporation, 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 Orange-co, Inc., a Florida 
corporation, 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 
Orange-co, Inc., a Florida corporation, fails to maintain or otherwise
violates the Business Requirements set forth in the Certificate.

     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 
$22,000,000.00, 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 default 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 agreementunder 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 point sixty-five per
centum (9.65%) 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 13th day of August, 1996.


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                 

                                           ATTEST:
/s/Linda S. Plage                         /s/Dale A. Bruwelheide
-----------------------                   ---------------------------
Name: Linda S. Plage                      Name:  Dale A. Bruwelheide       
                                          Title: Vice President and
                                          Chief Financial Officer
(Corporate Seal)


STATE OF FLORIDA)
                )
COUNTY OF POLK  )

     I hereby certify that on this 13 day of August, 1996, before me an 
officer duly authorized in the State and County aforesaid to take 
acknowledgments, personally appeared Gene Mooney and Dale A. Bruwelheid, 
respectively, the President and 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 13 day of August, 1996.

                                       /s/Gwen C. Banks                
                                       ---------------- 
                                       Gwen C. Banks
                                       Notary Public, State of Florida 
                                       Name:          
                                       Commission No.
                                       My commission expires

                                       (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 
this 7 day of August, 1996.


                                   JOHN HANCOCK MUTUAL LIFE INSURANCE 
                                   COMPANY, a Massachusetts corporation

/s/ Susan A. Chase                  By: /s/Ken Hines, Jr.
--------------------                ----------------------
Name: Susan A. Chase                Name:Ken Hines, Jr.
                                    Title: Sr. Investment Officer
/s/Sandra A. Benoit
--------------------
Name:Sandra A. Benoit

(Corporate Seal)


COMMONWEALTH OF MASSACHUSETTS )
                              )
COUNTY OF SUFFOLK             )

     I hereby certify that on this 7th day of August, 1996, before me an 
officer duly authorized in the State and County aforesaid to take 
acknowledgments, personally appeared Ken Hines, Jr., as the Sr. 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 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 7th day of August, 1996.



                             /s/Marie C. O'Brien
                             -------------------
                             Marie C. O'Brien
                             Notary Public, Commonwealth of Massachusetts
                             Commission No.:_______________________
                             My Commission expires: 


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