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

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         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

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2.1      Non-Solicitation Covenant.

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         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.

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