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 Steve Finberg, an individual resident of the State of Texas

("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 VP Sales and Marketing 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 as of the date set forth above and continuing

for three (3) years from such date, unless terminated earlier pursuant to the

provisions of this Agreement.  The Term may be extended by a written extension

agreement signed by both parties.



     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.

Employee shall comply with all existing policies, standards, and regulations of

Company and hereafter as agreed and adopted by 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.



                                       1

<PAGE>



                                  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 $145,000. 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

     similarly situated officers or managers of the Company provided however,

     the current benefit level of the Employee will not be materially reduced.

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