EMPLOYMENT AGREEMENT



     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of

September 5, 2001, by and between FRESH AMERICA CORP., a Texas corporation

("Company"), and Colon Washburn an individual resident of the State of Arkansas

("Employee").



                                 R E C I T A L S



     WHEREAS, Company desires to obtain the services of Employee upon the terms

and conditions set forth herein; and



     WHEREAS, Employee desires to be employed by Company upon the terms and

conditions set forth herein; and



     WHEREAS, Company believes that the retention of Employee in employment with

Company is critical to the success of Company;



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

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

sufficiency of which are hereby acknowledged, Company and Employee hereby agree

as follows:



                                   ARTICLE I.



     Section 1.01.  Employment.  Company hereby agrees to employ Employee in the

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capacity of Executive Consultant and Employee agrees to be employed by Company

in such capacity, for a period and time commitment described below, unless

terminated earlier as provided in Article III.



     Section 1.02.  Term of Employment ("Term").

                    ---------------------------



     Company shall employ Employee for one (1) year (the Term"), subject to

renewal for successive one-year periods thereafter for up to three (3) years.

Renewal shall be automatic unless if either party gives notice thirty (30) days

prior to the expiration of the Term.



     Section 1.03.  Duties.  Employee shall be subject to the direction and

                    ------

supervision of Company and shall have those duties and responsibilities

consistent with the position in which he/she is employed.  During the Term,

Employee agrees to perform the duties assigned to the best of Employee's ability

and to devote Employee's full professional working time, attention, and energies

to the transaction of Company's business so as to further its best interests.

During the Term, Employee shall not be employed or otherwise engaged in any

other business or enterprise without the written permission of Company.  The

Company understands that the Employee is authorized to continue the business

relationships already in existence and any new consulting or part-time

employment arrangements as may arise. Employee shall comply with all existing

policies, standards, and regulations of Company and hereafter as agreed and

adopted by



                                       1

<PAGE>



the Executive Committee. Employee agrees that, during the Term, Employee shall

refrain from making disparaging remarks to third parties about Company or any

affiliate of Company.



                                  ARTICLE II.



     Section 2.01.  Compensation.

                    ------------



           (a)  Salary.  During the Term, as compensation for services rendered

                ------

     hereunder and in consideration of this Agreement, the Company shall pay

     Employee a salary, in accordance with the Company's then-prevailing payroll

     practices, at the annual rate of $150,000. Employee's base salary shall be

     subject to review and modification from time to time by Employer but may

     not be decreased during the term of this Agreement.





           (b)  Benefits.  During the Term, as additional compensation, Employee

                --------

     shall be entitled to participate in and receive all benefits under any

     welfare benefit plan or program (including, without limitation, medical,

     dental, disability, group life, including accidental death and

     dismemberment, and business travel insurance plans and programs), any

     retirement savings plan or program (including, without limitation, 401(k)

     and pension plans), and such other perquisites of office (including,

     without limitation, paid vacation and holidays) as the Company may, from

     time to time and in its sole discretion, make available generally to

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