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                                                                     EXHIBIT 4.1

                                                                       EXHIBIT E

                                  ATTACHMENT A

         The designations, voting powers, preferences and rights, and the
qualifications, limitations and restrictions of the Series D Cumulative
Redeemable Preferred Stock, par value $1.00 per share, of the Corporation shall
be as follows:

1.       DEFINITIONS

         As used herein, the following terms have the following meanings:

         Board of Directors -- means the board of directors of the Corporation.
Unless the context requires otherwise, the term "Board of Directors" includes
any and all committees of such Board of Directors.

         Business Day -- means a day other than a Saturday, a Sunday or a legal
holiday in the State of Texas.

         Common Stock -- means the common stock, par value $.01 per share, of
the Corporation.

         Corporation-- means Fresh America Corp., a Texas corporation.

         Hancock Director -- is defined in Section 2.4(a).

         Hancock Entities -- has the meaning set forth in the Securities
Purchase Agreement.

         Insolvency Event -- means and includes any of the following
occurrences:

                  (a) a receiver, liquidator, custodian or trustee of the
         Corporation, or of all or any substantial part of the Property of
         either, is appointed by court order and such order remains in effect
         for more than thirty (30) Business Days, or an order for relief is
         entered with respect to the Corporation, or the Corporation is
         adjudicated a bankrupt or insolvent;

                  (b) all or any substantial part of the Property of the
         Corporation is sequestered by court order and such order remains in
         effect for more than thirty (30) Business Days;

                  (c) a petition is filed against the Corporation under any
         bankruptcy, reorganization, arrangement, insolvency, readjustment of
         debt, dissolution or liquidation law of any jurisdiction, whether now
         or hereafter in effect, and is not dismissed within thirty (30)
         Business Days after such filing;

                  (d) the Corporation files a voluntary petition in bankruptcy
         or seeks relief

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          under any provision of any bankruptcy, reorganization, arrangement,
          insolvency, readjustment of debt, dissolution or liquidation law of
          any jurisdiction, whether now or hereafter in effect, or consents to
          the filing of any petition against it under any such law; or

               (e) the Corporation makes an assignment for the benefit of its
          creditors or admits in writing its inability, or fails, to pay its
          debts generally as they become due or consents to the appointment of a
          receiver, liquidator or trustee of the Corporation or of all or a
          substantial part of its Property.

          Junior Stock -- is defined in Section 2.1.

          Liquidation Event -- means and includes:

               (a) any Insolvency Event;

               (b) any other voluntary or involuntary liquidation, dissolution
          or winding up of the affairs of the Corporation (pursuant to Part Six
          or Part Seven of the Texas Business Corporation Act or otherwise); or

               (c) the sale, lease, transfer or other disposition of all or
          substantially all of the Property of the Corporation; or any merger,
          consolidation, amalgamation or share exchange of or involving the
          Corporation in which the Corporation is not the surviving corporation;
          in either case, as a result of which the Common Stock ceases to be
          outstanding.

          Liquidation Preference Notice -- is defined in Section 2.3(b).

          Liquidation Preference Payments -- is defined in Section 2.3(a).

          NTOF -- means North Texas Opportunity Fund LP, a Texas limited
partnership.

          NTOF Directors -- is defined in Section 2.4(a).

          Other Payment Date -- is defined in Section 2.2(b).

          Person -- will be interpreted broadly to include any individual, sole
proprietorship, partnership, joint venture, trust, unincorporated organization,
association, corporation, company, limited liability company, institution,
entity, party, or government (whether national, federal, state, county, city,
municipal, or otherwise, including, without limitation, any instrumentality,
division, agency, body, or department of any of the foregoing).

          Preferred Stock -- means and includes all series or classes of
preferred stock provided for in the Articles of Incorporation or any certificate
of designations relating thereto, including the Series D Preferred Stock.

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         Property -- means any and all interests in any kind of property or
asset whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         Put Price -- is defined in Article I of the Securities Purchase
Agreement.

         Qualified Private Financing -- means any private equity offering
(excluding any exercise of the Series D Warrants or the exercise of any stock
options) in which the Corporation receives at least Twenty Million Dollars
($20,000,000) in net cash proceeds.

         Qualified Public Offering -- means any public equity offering
(excluding any exercise of the Series D Warrants or the exercise of any stock
options) in which the Corporation receives at least Twenty Million Dollars
($20,000,000) in net cash proceeds.

         Redemption Notice -- is defined in Section 2.6(a).

         Redemption Price -- means, with respect to any share of Series D
Preferred Stock, the sum of (a) One Hundred Dollars ($100.00), plus (b) any and
                                                               ----
all accrued and unpaid dividends with respect to such share of Series D
Preferred Stock (whether or not declared and computed to the date payment
thereof is made available), plus (c) any and all accrued interest payable with
                            ----
respect to any such accrued and unpaid dividends.

         Requisite Shareholder Approval -- means the affirmative vote, in person
or by proxy, of the holders of sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of Common Stock in connection with matters contemplated by
the Securities Purchase Agreement.

         Securities Purchase Agreement -- means the Securities Exchange and
Purchase Agreement, dated as of August 14, 2001, among the Corporation and the
Purchasers named therein, as amended from time to time.

         Series D Accrued Dividends -- is defined in Section 2.2(c).

         Series D Directors -- is defined in Section 2.4(a).

         Series D Dividend Payment Date -- is defined in Section 2.2(a).

         Series D Observer -- is defined in Section 2.4(a).

         Series D Preferred Stock -- means the Series D Cumulative Redeemable
Preferred Stock, par value $1.00 per share, with a stated price of One Hundred
Dollars ($100) per share, authorized hereunder.

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2.       SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

         2.1   Ranking

         The Series D Preferred Stock shall be senior to, and shall be entitled
to preference in connection with payment of dividends and payment upon the
occurrence of a Liquidation Event, to the Common Stock and to all other
Preferred Stock, whether now existing or hereinafter created. All Common Stock
and all Preferred Stock of the Corporation other than the Series D Preferred
Stock shall rank as "Junior Stock."

         2.2   Dividends.

         (a)   Cumulative Dividend Payments. Subject to Section 2.2(f), all
holders of Series D Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors, on such Series D Preferred Stock, payable
in cash out of the Property of the Corporation legally available therefor, a
cumulative dividend at an annual rate of Eight Dollars ($8.00) per share,
payable on the last day of each calendar month, commencing September 30, 2001
(each, a "Series D Dividend Payment Date"); provided, however, that with respect
to the first Series D Dividend Payment Date to occur with respect to any shares
of Series D Preferred Stock, if the first date of issuance of such shares of
Series D Preferred Stock is not a Series D Dividend Payment Date, then the
holders of such shares of Series D Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors of the Corporation, as the
dividend payable upon such shares, payable in cash out of the Property of the
Corporation legally available therefor, a dividend in respect of each such share
of Series D Preferred Stock in the amount equal to the product of:

               (i)    (A) Eight Dollars ($8.00) per share; divided by (B) twelve
               (12); multiplied by

               (ii)   the quotient of:

                      (A) the number of days from (and including) the first date
               of issuance of such shares of Series D Preferred Stock until (but
               excluding) such Series D Dividend Payment Date; divided by

                      (B) thirty (30).

         (b)   Cumulative Payments on Other Dates. If the Board of Directors
declares a dividend in respect of the Series D Preferred Stock that is, pursuant
to the terms of this Section 2.2, payable on a date other than a Series D
Dividend Payment Date (each, an "Other Payment Date"), then the dividend in
respect of each share of Series D Preferred Stock for the period from the
immediately preceding Series D Dividend Payment Date to the Other Payment Date
shall be in the amount equal to the product of:

               (i)    (A) Eight Dollars ($8.00) per share; divided by (B) twelve
               (12); multiplied by

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             (ii) the quotient of:

                  (A) the number of days from (and including) the immediately
             preceding Series D Dividend Payment Date until (but excluding) the
             Other Payment Date; divided by

                  (B) thirty (30);

and the amount of the dividend per share payable, when, as and if declared by
the Board of Directors, on the Series D Dividend Payment Date next succeeding
such Other Payment Date shall equal the difference of:

                  (1) the amount per share specified in Section 2.2(a) to be
             paid on such Series D Dividend Payment Date; minus

                  (2) the amount of the dividend actually paid per share on such
             Other Payment Date pursuant to Section 2.2(b).

         (c) Dividends Cumulative. The dividend on each share of Series D
Preferred Stock shall accrue from day to day, whether or not earned or declared
and notwithstanding the insufficiency of legally available funds for the payment
thereof or the postponement of the payment thereof by the Corporation for any
reason, shall be cumulative from the date of issuance of such share and shall be
compounded monthly (based upon a rate equal to eight percent (8%) per annum and
assuming a year consisting of 360 days). Subject to the provisions of Section
2.2(h), any and all accrued and unpaid dividends shall cumulate and bear
interest until paid at a rate equal to the lesser of eighteen percent (18%) per
annum or the highest rate of interest permitted by applicable law and shall be
compounded monthly (based upon a rate equal to eighteen percent (18%) per annum
and assuming a year consisting of 360 days). Any and all accrued and unpaid
dividends, and any and all accrued and unpaid interest with respect thereto, are
collectively referred to as the "Series D Accrued Dividends".

         (d) Restriction on Payment of Other Dividends. For so long as any
Series D Accrued Dividends have not been paid in full, or if funds for the
payment of the current dividend in respect of the Series D Preferred Stock shall
not have been set aside for the exclusive purpose of paying such then current
dividend, the Corporation shall not declare or pay any dividends on, or make any
distribution in respect of, or purchase or redeem (or make any payment into a
sinking fund for the purpose of purchasing or redeeming), any Junior Stock.

         (e) No Right of Participation. The holders of shares of Series D
Preferred Stock shall not be entitled to receive any dividends or other
distributions except as provided herein.

         (f) Accelerated Dividend Payment. Notwithstanding anything contained or
implied herein to the contrary, any and all Series D Accrued Dividends shall be
immediately

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due and payable upon the occurrence of any of the following events: (i) the
consummation of a Qualified Private Financing, (ii) the consummation of a
Qualified Public Offering or (iii) any Liquidation Event. Subject to the
provisions of Section 2.2(h), if, upon the occurrence of any of the events set
forth in this Section 2.2(f), the holders of the Series D Preferred Stock shall
not have received in cash the full amount of any and all Series D Accrued
Dividends, then such Series D Accrued Dividends shall cumulate and bear interest
until paid at a rate equal to the lesser of eighteen percent (18%) per annum or
the highest rate of interest permitted by applicable law and shall be compounded
monthly (based upon a rate equal to eighteen percent (18%) per annum and
assuming a year consisting of 360 days).

         (g) Cumulative Dividend Payments Upon Failure to Receive Requisite
Shareholder Approval. Notwithstanding anything contained or implied herein to
the contrary, if, for any reason, the Corporation shall fail to receive the
Requisite Shareholder Approval on or before December 31, 2001, then, from and
after January 1, 2002, (i) all holders of Series D Preferred Stock shall be
entitled to receive, in lieu of the dividend set forth in Section 2.2(a) and
when, as and if declared by the Board of Directors, on such Series D Preferred
Stock, payable in cash out of the Property of the Corporation legally available
therefor, a cumulative dividend at an annual rate of Eighteen Dollars ($18.00)
per share, and all such dividends shall be cumulative from the date of issuance
of each such share and shall be compounded monthly (based upon a rate equal to
the lesser of eighteen percent (18%) per annum or the highest rate permitted by
applicable law and assuming a year consisting of 360 days) and (ii) the
references to "Eight Dollars ($8.00) per share" set forth in each of Sections
2.2(a)(i)(A) and 2.2(b)(i)(A) shall be automatically deemed to be "Eighteen
Dollars ($18.00) per share". Except as specifically provided in this Section
2.2(g), all other provisions and defined terms contained herein and generally
applicable to the receipt and payment of the Series D Accrued Dividends shall
apply to the receipt and payment of the dividends set forth in this Section
2.2(g) upon the failure of the Corporation to receive the Requisite Shareholder
Approval on or before December 31, 2001.

         (h) Restrictions on Dividend Payments Contained in Senior Loan
Documents. Notwithstanding anything contained or implied herein to the contrary,
if the Corporation shall fail to pay, in cash, all or any portion of the
dividend set forth in Section 2.2(a) at any time there exists a restriction on
payment contained in any document or instrument evidencing or governing any
indebtedness of the Corporation that is now or hereafter senior in right of
payment, liquidation or other priority to the Series D Preferred Stock, then
such dividend or portion thereof not paid in cash shall cumulate as provided in
Section 2.2(c); provided, however, that, except as otherwise provided in Section
2.2(g), such accrued and unpaid dividends shall, in lieu of the interest rate
set forth in Section 2.2(c), bear interest until paid at a rate equal to the
lesser of twelve percent (12%) per annum (assuming a year consisting of 360
days) or highest rate of interest permitted by applicable law.

         2.3 Liquidation Preference.

         (a) Liquidation Preference Payments. In the event of a distribution of
the Property of the Corporation upon or in connection with a Liquidation Event,
the holders of the Series D Preferred Stock shall be entitled to be paid in cash
a liquidation price per share

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equal to the Redemption Price (collectively, the "Liquidation Preference
Payments"). All Liquidation Preference Payments shall be paid in full before any
Property or funds in respect of such Liquidation Event shall be paid or
distributed to the holders of any Junior Stock. If, upon the occurrence of any
Liquidation Event, the Property distributable among the holders of the shares of
the Series D Preferred Stock shall be insufficient to permit the payment in full
to all such holders of their respective Liquidation Preference Payments, then
the holders of shares of Series D Preferred Stock shall share ratably in the
distribution of Property of the Corporation in accordance with the sum that
would be payable in such distribution if all sums payable were discharged in
full. Upon payment in full of the Liquidation Preference Payments, the remaining
Property of the Corporation available for distribution shall be distributed
ratably among the holders of the Series D Preferred Stock and the holders of
Common Stock; provided, however, that if, for any reason, the Corporation shall
fail to receive the Requisite Shareholder Approval on or before December 31,
2001, then, from and after January 1, 2002, upon payment in full of the
Liquidation Preference Payments, the remaining Property of the Corporation
available for distribution shall be distributed among the holders of the Series
D Preferred Stock and the holders of Common Stock such that (i) the holders of
the Series D Preferred Stock receive an amount of Property equal to ninety
percent (90%) of the fair market value (as determined in accordance with the
provisions of Section 2.3(c)) of the remaining Property of the Corporation
available for distribution, which amount of Property shall then be distributed
ratably among the holders of the Series D Preferred Stock, and (ii) the holders
of Common Stock receive an amount of Property equal to ten percent (10%) of the
fair market value (as determined in accordance with the provisions of Section
2.3(c)) of the remaining Property of the Corporation available for distribution,
which amount of Property shall then be distributed ratably among the holders of
Common Stock.

         (b) Notice. The Corporation shall deliver a written notice of any
Liquidation Event pursuant to which any Liquidation Preference Payment shall be
payable (each, a "Liquidation Preference Notice") to all holders of record of
Series D Preferred Stock. Each Liquidation Preference Notice shall (i) state the
amount of the Liquidation Preference Payments and the date upon, and place at,
which such Liquidation Preference Payments are to be paid or otherwise
delivered, (ii) be addressed to each holder of record of Series D Preferred
Stock at the address for such holder shown on the records of the Corporation and
(iii) be delivered by the Corporation to such holder via courier, via certified
or registered mail, return receipt requested, or via telecopier or facsimile,
receipt confirmed, in each case not less than fifteen (15) Business Days prior
to the payment date stated therein.

         (c) Valuation of Non-Cash Consideration. If, in connection with any
Liquidation Event, the consideration received by the Corporation or its
shareholders is other than cash, then the value of such consideration will be
deemed to be the fair market value thereof as determined in good faith by the
Board of Directors. Any securities included within such consideration shall be
valued as follows:

              (i) Securities not subject to investment letter or other similar
         restrictions on free marketability;

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                     (A) If traded on a recognized securities exchange or The
                  Nasdaq Stock Market, then the value shall be deemed to be the
                  average of the closing prices of such securities on such
                  exchange or market for the thirty (30) trading days
                  immediately preceding the date of determination;

                     (B) If actively traded over-the-counter, then the value
                  shall be deemed to be the average of the closing bid or sale
                  prices (whichever is applicable) of such securities for the
                  thirty (30) trading days immediately preceding the date of
                  determination; and

                     (C) If there is no active public market, then the value
                  shall be the fair market value thereof, as determined in good
                  faith by the Board of Directors.

                  (ii) The method of valuation of securities subject to
         investment letter or other restrictions on free marketability (other
         than restrictions arising solely by virtue of a shareholder's status as
         an affiliate or former affiliate) shall be to make an appropriate
         discount from the fair market value determined as above in Section 2.3
         (c)(i) to reflect the approximate fair market value thereof, as
         determined in good faith by the Board of Directors.

         2.4      Board of Directors.

         (a)      Series D Observers and Directors. Each holder of Series D
Preferred Stock, at all times during which such holder owns any capital stock of
the Corporation, shall have the right to designate, by written notice, one (1)
Person to attend and to observe all meetings of the Board of Directors (each, a
"Series D Observer"). The Board of Directors shall consist of five (5) members.
The Corporation shall not, without the written consent or affirmative vote of
all holders of the outstanding shares of Series D Preferred Stock, given in
writing or by vote at a meeting, each consenting or voting (as the case may be)
separately as a series, increase the maximum number of directors constituting
the Board of Directors to a number in excess of five (5). The holders of the
Series D Preferred Stock, voting as a separate series, shall be entitled to
elect four (4) directors of the Corporation. The remaining director shall be
elected by a vote or written consent of the holders of the Common Stock, voting
as a separate class. Subject to the provisions of this Section 2.4, for so long
as NTOF owns any Series D Preferred Stock or any other capital stock of the
Corporation, NTOF shall have the right to designate three (3) members to serve
on the Board of Directors (the "NTOF Directors"). For so long as any Hancock
Entity owns any Series D Preferred Stock or any other capital stock of the
Corporation, the Hancock Entities shall have the right, upon written notice to
NTOF, to designate one (1) member to serve on the Board of Directors (the
"Hancock Director" and together with the NTOF Directors, the "Series D
Directors"); provided, however, that, at all times prior to the Hancock Entities
giving such written notice to NTOF, NTOF shall have the right to designate the
Hancock Director.

         (b)      Death, Resignation or Removal of Series D Director. Subject to
applicable law, no Series D Director designated pursuant to the provisions of
this Section 2.4 may be

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removed from the Board of Directors without the prior written consent of the
Person entitled to designate such Series D Director pursuant to the terms
hereof. If any Series D Director dies, resigns, is removed or otherwise ceases
to serve as a member of the Board of Directors, then the Corporation shall give
notice thereof to the Person entitled to designate such candidate, and such
Person shall promptly designate a successor and notify the Board of Directors of
its selection, and the Board of Directors shall act promptly to fill the vacancy
with such designee in accordance with the bylaws of the Corporation and
applicable law. The Board of Directors shall have no right to fill any vacancy
on the Board of Directors for which any Person has the right to designate a
candidate pursuant to the terms hereof unless such vacancy is filled by the
designee of the Person having the right to so designate such director.

         (c) Notice of Director Election. Within five (5) days after a record
date is set for any annual meeting for the election of directors or for the
mailing of any consent solicited for such purpose, the Secretary of the
Corporation shall notify each Person entitled to designate candidates pursuant
to the terms hereof of the upcoming election and anticipated date thereof and
shall request that each Person entitled to designate candidates take all
necessary action to designate its candidate(s). Each Person entitled to
designate candidates pursuant to the terms hereof shall notify the Secretary of
the Corporation at least ten (10) days before such election of such Person's
respective candidate(s). A failure by a Person entitled to designate candidates
pursuant to the terms hereof to provide such notification shall be deemed to be
a designation by such Person of the same candidates, if any, as were last
designated by such Person. Any designation pursuant to this Section 2.4(c) shall
be made in writing.

         (d) Termination Upon Qualified Public Offering. All rights of the
holders of Series D Preferred Stock to designate and elect, as a separate
series, members of the Board of Directors pursuant to the provisions of this
Section 2.4 shall terminate upon the consummation of a Qualified Public
Offering.

         2.5 Other Voting Rights.

         (a) Approval Rights for Certain Actions. Unless the consent or approval
of a greater number of shares shall then be required by applicable law, the
affirmative vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the outstanding shares of Series D Preferred Stock, voting separately
as a single class, shall be necessary to:

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                  (i)    Create or authorize the creation of any additional
         class or series of shares of capital stock ranking senior or pari passu
         to the Series D Preferred Stock as to dividends, redemption rights,
         conversion rights and/or the distribution of assets upon the occurrence
         of a Liquidation Event, or increase the authorized amount of any
         additional class or series of shares of stock ranking senior or pari
         passu to the Series D Preferred Stock as to dividends, redemption
         rights, conversion rights and/or distribution of assets upon the
         occurrence of a Liquidation Event, or create or authorize any
         obligation or security convertible or exercisable into shares of any
         class or series of stock ranking senior or pari passu to the Series D
         Preferred Stock as to dividends, redemption rights, conversion rights
         and/or the distribution of assets upon the occurrence of a Liquidation
         Event, whether any such creation, authorization or increase shall be by
         means of amendment to the Articles of Incorporation of the Corporation
         or by merger, consolidation or otherwise;

                  (ii)   increase the authorized number of shares of Preferred
         Stock or increase the authorized number of shares of Series D Preferred
         Stock;

                  (iii)  except as expressly permitted by the Securities
         Purchase Agreement, authorize, adopt or approve an amendment to the
         Articles of Incorporation of the Corporation that would increase or
         decrease the par value, or dividends payable in respect of the shares
         of Series D Preferred Stock, or alter or change the powers, preferences
         or special rights of the shares of Series D Preferred Stock or any
         other capital stock of the Corporation;

                  (iv)   (A) amend, alter or repeal the Articles of
         Incorporation or the bylaws of the Corporation in a manner adverse to
         holders of the Series D Preferred Stock or (B) otherwise alter or
         change the rights, preferences or privileges of the shares of Series D
         Preferred Stock; provided, however, that notwithstanding any other
         provisions herein, the creation or authorization of any shares of
         Junior Stock shall not require the approval of the holders of the
         Series D Preferred Stock;

                  (v)    reclassify any shares of the Corporation's capital
         stock into any other capital stock;

                  (vi)   except as expressly permitted by the Securities
         Purchase Agreement, effect any Liquidation Event;

                  (vii)  Redeem or otherwise acquire any shares of Series D
         Preferred Stock, except as expressly provided herein or in the
         Securities Purchase Agreement or pursuant to a purchase offer made pro
         rata to all holders of the shares of Series D Preferred Stock on the
         basis of the aggregate number of outstanding shares of Series D
         Preferred Stock then held by each such holder; or

                  (viii) except as otherwise provided herein or pursuant to the
         terms of the Securities Purchase Agreement, issue, sell or otherwise
         dispose of any capital stock of the Corporation or any capital stock of
         any direct or indirect subsidiary of the

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     Corporation.

     (b)  Special Voting Rights Upon Failure to Receive Requisite Shareholder
Approval. Notwithstanding anything contained or implied herein to the contrary,
if, for any reason, the Corporation shall fail to receive the Requisite
Shareholder Approval on or before December 31, 2001, then, from and after
January 1, 2002, the holders of Series D Preferred Stock shall be entitled (i)
except as otherwise provided by applicable law, to vote as a separate class on
all matters on which any shareholders of the Corporation are entitled to vote or
to consent, with each share of Series D Preferred Stock being entitled to one
(1) vote per share, and (ii) to vote together with the holders of Common Stock
on all matters on which any holder of Common Stock is entitled to vote or to
consent, with each share of Series D Preferred Stock being entitled to two
hundred fifty (250) votes per share.

     (c)  Voting Procedures.

          (i)   The right of holders of shares of Series D Preferred Stock to
     take any action as provided in Section 2.4 or Section 2.5 may be exercised,
     in person or by proxy or attorney-in-fact, at any annual meeting of
     shareholders or at a special meeting of holders of shares of Series D
     Preferred Stock held for such purpose as hereinafter provided or at any
     adjournment thereof, or by the written consent, delivered to the Secretary
     of the Corporation, of the holders of the minimum number of shares required
     to take such action, which shall be a majority of the outstanding shares of
     Series D Preferred Stock unless otherwise required by law, pursuant to the
     terms hereof or pursuant to the terms of the Securities Purchase Agreement.

          (ii)  So long as such right to vote continues (and unless such right
     has been exercised by written consent of the minimum number of shares
     required to take such action), the Chairman of the Board or the President
     of the Corporation may call, and upon the written request of holders of
     record of at least fifty percent (50%) of the outstanding shares of Series
     D Preferred Stock, addressed to the Secretary of the Corporation at the
     principal office of the Corporation, shall call, a special meeting of the
     holders of shares entitled to vote as provided herein. Such meeting shall
     be held within thirty (30) days after delivery of such request to the
     Secretary, at the place and upon the notice provided by law and in the
     bylaws of the Corporation for the holding of meetings of shareholders.

          (iii) At each meeting of shareholders at which the holders of shares
     of Series D Preferred Stock shall have the right to vote separately as a
     class (whether to elect directors of the Corporation or otherwise), the
     presence in person or by proxy of the holders of record of a majority of
     the total number of shares of Series D Preferred Stock then outstanding and
     entitled to vote on the matter shall be necessary and sufficient to
     constitute a quorum. At any such meeting or at any adjournment thereof:

                (A)  the absence of a quorum of the holders of shares
          of Series D Preferred Stock shall not prevent the election of
          directors other than those to

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          be elected by the holders of shares of Series D Preferred Stock, and
          the absence of a quorum of the holders of shares of any other class or
          series of capital stock shall not prevent the election of directors to
          be elected by the holders of shares of Series D Preferred Stock, or
          the taking of any action as provided in this Section 2.5; and

               (B)  in the absence of a quorum of the holders of shares of
          Series D Preferred Stock, a majority of the holders of such shares
          present in person or by proxy shall have the power to adjourn the
          meeting as to the actions to be taken by the holders of shares of
          Series D Preferred Stock from time to time and place to place without
          notice other than announcement at the meeting until a quorum shall be
          present.

          (iv) Except as otherwise provided in Section 2.5(b), in connection
     with the taking of any action set forth in Section 2.4 or Section 2.5(a) by
     the holders of shares of Series D Preferred Stock, each such holder shall
     have one (1) vote for each share of such stock standing in its name on the
     transfer books of the Corporation as of any record date fixed for such
     purpose or if no such date be fixed, at the close of business on the
     Business Day next preceding the day on which notice is given, or if notice
     is waived, at the close of business on the Business Day next preceding the
     day on which the meeting is held; provided, however, that any shares of
     Series D Preferred Stock owned by the Corporation or any affiliate of the
     Corporation shall not be deemed to be outstanding for purposes of taking
     any action set forth in Section 2.4 or Section 2.5(a).

     (d)  No Other Rights. Notwithstanding Section 2.29A(1) of the Texas
Business Corporation Act, except as otherwise provided in Section 2.4 and
Section 2.5 and as otherwise expressly required by the Texas Business
Corporation Act (including, without limitation, Section 4.03A thereof), no
holder of shares of the Series D Preferred Stock shall have the right to vote in
respect of any matter. Nothing in this Section 2.5(d) shall limit the right or
power of any holder of capital stock of the Corporation from entering into any
agreement or voting trust concerning the voting of shares of capital stock of
the Corporation held by such holder or from granting any proxy concerning any
voting rights to any other Person.

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     2.6  Redemption.

     (a)  Pursuant to Securities Purchase Agreement. On April 30, 2007, the
Corporation shall have the right and the obligation (subject to the provisions
hereof) to redeem all of the shares of the Series D Preferred Stock remaining
outstanding at a price per share equal to the Redemption Price. The Corporation
shall give each holder of record of shares of Series D Preferred Stock written
notice of such redemption (each, a "Redemption Notice") on or prior to the date
that is thirty (30) days before the date such redemption is required to be made.
Notwithstanding anything contained or implied herein to the contrary, each
holder of record of shares of Series D Preferred Stock shall have the right to
elect not to have the shares of Series D Preferred Stock owned by it redeemed
pursuant to the terms of the first sentence of this Section 2.6 if such holder
provides the Corporation with written notice of such election within five (5)
Business Days of its receipt of the applicable Redemption Notice. In addition to
the redemption rights herein set forth, the Corporation shall be required to
redeem and to repurchase shares of Series D Preferred Stock from the applicable
holder thereof upon the events, at the price and in accordance with the terms
and conditions set forth in Article V of the Securities Purchase Agreement.

     (b)  Continuance of Rights Pending Payment of Redemption Price. Upon
payment by the Corporation in full of the Redemption Price in respect of any
shares of Series D Preferred Stock redeemed pursuant to this Section 2.6, all
rights of the holder thereof in respect of such shares of Series D Preferred
Stock shall terminate. If the Corporation fails to pay the Redemption Price when
due with respect to any share or shares of Series D Preferred Stock, then all
rights of the holders of such shares shall continue until payment in full of the
Redemption Price therefor. Without limiting the generality of the foregoing,
dividends in respect of the Series D Preferred Stock shall continue to accrue
pending payment in full of the Redemption Price therefor.

     (c)  Legal Limitations. Notwithstanding anything contained in this Section
2.6 to the contrary, the Corporation shall not be obligated to effect any
redemption or repurchase of Series D Preferred Stock to the extent that (but
only to the extent that) payment of the aggregate Redemption Price, at such
time, would violate applicable law; provided, however, that if any such
violation would not result from the redemption of any number of shares of Series
D Preferred Stock that is less than the total number of shares of Series D
Preferred Stock that the Corporation is obligated to redeem and to repurchase
hereunder, then, in addition to any other remedies set forth in Section 5.04 of
the Securities Purchase Agreement and at the option of the holders of the Series
D Preferred Stock, the Corporation shall redeem and repurchase the maximum
number or shares of Series D Preferred Stock it may so redeem and repurchase,
such number of shares of Series D Preferred Stock to be allocated ratably among
the holders thereof that are entitled to have their shares of Series D Preferred
Stock so redeemed and repurchased according to the number of shares of Series D
Preferred Stock so tendered or held, as applicable. To the extent that the
Corporation shall at any time fail, in reliance upon this Section 2.6(c), to
redeem and to repurchase any shares of Series D Preferred Stock pursuant to this
Section 2.6, the Corporation shall redeem and repurchase, on the first day of
each fiscal quarter of the Corporation thereafter, the maximum number of the
shares of Series D Preferred Stock that the Corporation previously failed to
redeem or to

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repurchase as it is then legally permitted to redeem and to repurchase, such
number of shares of Series D Preferred Stock to be allocated ratably among the
holders thereof that are entitled to have their shares of Series D Preferred
Stock so redeemed and repurchased according to the number of shares so tendered
or held, as applicable.

     2.7  Limitation on Number of Shares.

     The Corporation shall not issue any shares of Series D Preferred Stock
except for:

          (a)  the seventy-seven thousand (77,000) shares initially issued;

          (b)  shares represented by certificates issued pursuant to Section
     2.8(a) upon the transfer or exchange of any other shares of Series D
     Preferred Stock; and

          (c)  shares represented by certificates issued pursuant to
     Section 2.8(b) in replacement of any lost, stolen, destroyed or mutilated
     certificate for Series D Preferred Stock.

     2.8  Miscellaneous.

     (a)  Registration of Transfer or Exchange. The Corporation shall keep at
its principal office a stock register for the registration of the Series D
Preferred Stock. Upon the surrender of any stock certificate evidencing shares
of Series D Preferred Stock at the principal office of the Corporation, the
Corporation shall, at the request of the holder of record of such certificate,
execute and deliver (at the Corporation's expense) a new stock certificate or
certificates in exchange therefor representing, in the aggregate, the number of
shares of Series D Preferred Stock represented by the surrendered stock
certificate. The Corporation shall cancel any such surrendered stock
certificate. Each such new stock certificate shall be registered in such name or
names and shall represent such number of shares of Series D Preferred Stock as
are requested by the holder of the surrendered stock certificate and shall be
substantially identical in form to the surrendered stock certificate. If any
holder of shares of Series D Preferred Stock to be so transferred shall direct
that any such new stock certificate or certificate be registered in a name or
names different from that of the holders of such shares of Series D Preferred
Stock, then, if required by the Corporation, such surrendered certificate shall
be accompanied by proper instruments of assignment.

     (b)  Replacement. Upon receipt by the Corporation of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any stock certificate evidencing shares of Series D Preferred
Stock and:

          (i)  in the case of loss, theft or destruction, upon receiving an
     indemnity reasonably satisfactory to the Corporation (provided, however,
     that if the holder of such stock certificate is an insurance company, bank,
     pension fund, private equity fund or other institutional investor, then its
     own agreement of indemnity shall be deemed to be satisfactory); or

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     (ii) in the case of mutilation, upon surrender and cancellation thereof;

the Corporation, at its own expense, shall execute and deliver, in lieu thereof,
a new stock certificate evidencing such shares of Series D Preferred Stock.

     (c)  Transfer Taxes. The issue of certificates for Series D Preferred
Stock pursuant to Section 2.8(a) or Section 2.8(b) shall be made without charge
to the shareholder for any tax in respect of the issue thereof. Notwithstanding
any other provision to the contrary, the Corporation shall not be required to
pay any tax that may be payable in respect of any transfer involved in the issue
and delivery of new certificates for Series D Preferred Stock in any name other
than that of the holder of any shares of Series D Preferred Stock surrendered,
and the Corporation shall not be required to issue or to deliver any such
certificate unless and until the Person or Persons requesting the issue thereof
shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been paid.

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