RESIGNATION AGREEMENT



This Resignation Agreement (the "Agreement") is made, entered into and effective

as of the 25th day of January 2002, by and between FRESH AMERICA CORP., a Texas

corporation (the "Company"), and GARY WIENER, an individual resident of the

State of Texas ("Wiener").



                                    RECITALS



WHEREAS, Wiener has been employed by the Company and desires to resign his

employment with the Company, the Company accepts such resignation, and Wiener

and the Company desire to provide herein the terms and conditions relating to

such resignation; and



WHEREAS, Wiener understands that signing this Agreement is an important legal

act and acknowledges that the Company has advised him to consult an

attorney before signing this Agreement and acknowledges that he has twenty-one

(21) days to consider the terms set forth in this Agreement; and



WHEREAS, Wiener understands that for a period of seven (7) days following the

signing of this Agreement he may revoke his acceptance of the offer by either

delivering or mailing a written statement revoking his acceptance to Human

Resources, Fresh America Corp., 1049 Avenue H East, Arlington, TX 76011 and this

Agreement will not become effective. In the event Wiener revokes his acceptance

of the offer, the Company shall have no obligation to provide any rights or

benefits under this Agreement.



NOW, THEREFORE, in consideration of the premises and mutual agreements herein

contained, and for other good and valuable consideration, the receipt and legal

sufficiency which are hereby acknowledged, the Company and Wiener hereby agree

as follows:



                                    ARTICLE 1

                                   RESIGNATION



Wiener hereby resigns as an employee of the Company effective at 5:00 p.m. on

January 25, 2002 (the "Resignation Date"), and the Company hereby accepts such

resignation. Wiener shall return all Company property in his possession to the

Company on or before January 25, 2002, including but not limited to, all Company

files and proprietary data in whatever form.



                                   ARTICLE 2



                 NON-SOLICITATION AND NON-COMPETITION COVENANTS



2.1      Non-Solicitation Covenant.



Wiener acknowledges that his employment with the Company was governed by an

Employment Agreement dated October 5, 2001 (the "Employment Agreement"). Wiener

acknowledges that he is subject to certain obligations as a result of entering

into the Employment Agreement, including those contained in Article 4 of the

Employment Agreement. Wiener hereby



<PAGE>



affirms that the obligations contained therein are reasonable in scope, are

necessary to protect Company's goodwill and legitimate business interests, are

not harmful to the public interest, and will not impose any undue hardship on

him or affect his ability to earn a living or otherwise engage in any chosen

occupation and career. Wiener also understands that the covenants contained

therein are continuous in nature and do not terminate as a result of Wiener's

resignation, except as specifically noted herein.



In accordance with the terms of the Employment Agreement, Wiener agrees that for

the period after employment up to and including the Non-Competition Termination

Date, i.e., January 25, 2003, as defined in the Employment Agreement, he shall

not directly or indirectly, solicit for hire any person then employed by Company

or otherwise encourage any employee to leave the employ of Company, either on

employee's own behalf or on behalf of another person or entity.



Moreover, Wiener agrees that for the period after employment up to and including

the Non-Competition Termination Date, i.e., January 25, 2003, he will not

solicit business or be involved in the solicitation of business from any

customers of Company within any region or locality in which the Company or such

Affiliate is then doing business or marketing its products. It is agreed that

this provision will not prevent Wiener on behalf of a new employer from

attending a sales meeting in an operational capacity if a business relationship

has been established between the new employer and a customer.



         Moreover, Wiener agrees to remain bound by the Confidentiality

provision of the Employment Agreement.

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