EXHIBIT 10.4

                             [BANK OF AMERICA LOGO]


                                   COMBINED
             SECOND AMENDMENT TO RESTATED BUSINESS LOAN AGREEMENT
                                     AND
             SECOND AMENDMENT TO BUSINESS LOAN SECURITY AGREEMENT


      THIS COMBINED SECOND AMENDMENT TO RESTATED BUSINESS LOAN AGREEMENT AND
SECOND AMENDMENT TO BUSINESS LOAN SECURITY AGREEMENT (this "AMENDMENT") is dated
as of May 14, 1998, between FRESH AMERICA CORP., a Texas corporation
("BORROWER"), the undersigned "SUBSIDIARY/DEBTORS" (herein so called), and BANK
OF AMERICA TEXAS, N.A., a national banking association ("BANK").

                              W I T N E S S E T H:

      WHEREAS, Borrower and Bank entered into that certain Restated Business
Loan Agreement dated February 2, 1998, (as amended through the date of this
Amendment and as may further be amended, extended, renewed, or restated from
time to time, the "LOAN AGREEMENT"), providing for (a) a revolving line of
credit of up to $12,000,000, and (b) a bridge loan of up to $5,000,000, each
made available by Bank to Borrower;

      WHEREAS, to secure the payment and performance of, among other things,
Borrower's obligations under the Loan Agreement, Borrower and Subsidiary/Debtors
executed that certain Business Loan Security Agreement dated February 2, 1998
(as amended through the date of this Amendment and as may further be amended,
extended, renewed, or restated from time to time, the "SECURITY AGREEMENT"),
creating and granting Liens in favor of Bank with respect to certain assets of
Borrower and Subsidiary/Debtors;

      WHEREAS, simultaneously with the effectiveness of this
Amendment, Borrower is prepaying the Bridge Note in full;

      WHEREAS, Bank and Borrower desire to amend the Loan Agreement as described
herein to, among other things, (a) increase the maximum amount available under
the revolving line of credit from $12,000,000 to $15,000,000, (b) modify the
collateral required to be pledged as security for the indebtedness under the
Loan Agreement, (c) amend certain limitations on capital expenditures and
acquisitions, and (d) modify certain borrowing base reporting requirements; and

      WHEREAS, Bank, Borrower, and Subsidiary/Debtors desire to amend the
Security Agreement as described herein to modify the collateral required to be
pledged as security for the indebtedness under the Loan Agreement;

      NOW, THEREFORE, in consideration of the agreements herein contained and
subject to the terms and conditions set forth herein, Bank, Borrower, and
Subsidiary/Debtors hereby agree as follows:

1.    DEFINITIONS. Capitalized terms used herein and defined in the Loan
      Agreement shall have the meanings set forth in the Loan Agreement except
      as otherwise provided herein.
<PAGE>
2.    AMENDMENTS TO LOAN AGREEMENT.  The Loan Agreement is hereby
      amended as follows:

      (a)   SECTION 2.1(A) is entirely amended, as follows:

            (A)   DURING THE AVAILABILITY PERIOD DESCRIBED BELOW, THE BANK WILL
                  PROVIDE A LINE OF CREDIT TO THE BORROWER. THE AMOUNT OF THE
                  LINE OF CREDIT (THE "REVOLVING FACILITY COMMITMENT") IS
                  $15,000,000, SUBJECT TO ADJUSTED BORROWING BASE RESTRICTIONS
                  AND REDUCTION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

      (b)   SECTION 2.1(C) is entirely amended, as follows:

            (C)   AT ANY TIME WHEN THE PRINCIPAL AMOUNT OUTSTANDING
                  UNDER THE REVOLVING FACILITY COMMITMENT EXCEEDS
                  $7,500,000, THE BORROWER AGREES NOT TO PERMIT THE
                  OUTSTANDING PRINCIPAL BALANCE OF THE LINE OF
                  CREDIT PLUS THE OUTSTANDING AMOUNTS OF ANY
                  LETTERS OF CREDIT, INCLUDING (I) THE TOTAL FACE
                  AMOUNT OF ALL UNDRAWN AND UNCANCELLED LETTERS OF
                  CREDIT AND (II) AMOUNTS DRAWN ON LETTERS OF
                  CREDIT AND NOT YET REIMBURSED, TO EXCEED THE
                  ADJUSTED BORROWING BASE.  IF THE BORROWER EXCEEDS
                  THIS LIMIT, THE BORROWER WILL IMMEDIATELY PAY THE
                  EXCESS TO THE BANK UPON THE BANK'S DEMAND.

      (c)   SECTION 6.2(A) is entirely amended, as follows:

            (A)   WITH RESPECT TO ANY COMPANY THAT IS PARTY TO THE
                  SECURITY AGREEMENT ON MAY 5, 1998, PRESENT AND
                  FUTURE ACCOUNTS RECEIVABLE (INCLUDING, WITHOUT
                  LIMITATION, GROWER CONTRACT RECEIVABLES),
                  INVENTORY, MACHINERY, EQUIPMENT, FIXTURES,
                  CONTRACT RIGHTS, PATENTS, TRADEMARKS, LICENSES,
                  OTHER GENERAL INTANGIBLES, INSTRUMENTS, CHATTEL
                  PAPER, AND DOCUMENTS OF SUCH COMPANY, TOGETHER
                  WITH ALL PROCEEDS AND PRODUCTS THEREOF, PURSUANT
                  TO THE SECURITY AGREEMENT; INCLUDING, WITHOUT
                  LIMITATION BORROWER'S RIGHTS TO PAYMENT UNDER THE
                  SAM'S CONTRACT;

      (d)   SECTION 6.2(D) is entirely amended, as follows:

            (D)   WITH RESPECT TO ANY COMPANY THAT BECOMES A PARTY TO THE
                  SECURITY AGREEMENT AFTER MAY 14, 1998, ALL PRESENT AND FUTURE
                  ACCOUNTS RECEIVABLE (INCLUDING, WITHOUT LIMITATION, GROWER
                  CONTRACT RECEIVABLES) AND INVENTORY OF SUCH COMPANY, TOGETHER
                  WITH ALL PROCEEDS AND PRODUCTS THEREOF, PURSUANT TO THE
                  SECURITY AGREEMENT.

      (e)   SECTION 10.3(E) is entirely amended, as follows:

            (E)   (I)   CONCURRENT WITH ANY BORROWING NOTICE
                  REQUESTING AN ADVANCE THAT, WHEN MADE, WILL CAUSE
                  THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE
                  REVOLVING FACILITY COMMITMENT TO EXCEED
                  $7,500,000, A BORROWING BASE REPORT SETTING FORTH
                  THE RESPECTIVE AMOUNTS OF ACCEPTABLE RECEIVABLES,
                  ACCEPTABLE GROWER CONTRACT RECEIVABLES, AND
                  ACCEPTABLE INVENTORY AS OF THE LAST DAY OF THE
                  PREVIOUS MONTH, TOGETHER WITH THE CALCULATION OF
                  THE ADJUSTED BORROWING BASE; AND

                  (II) FOR ANY MONTH DURING WHICH THE PRINCIPAL AMOUNT
                  OUTSTANDING UNDER THE REVOLVING FACILITY COMMITMENT EVER
                  EXCEEDS $7,500,000, A BORROWING BASE REPORT SETTING FORTH THE
                  RESPECTIVE AMOUNTS OF ACCEPTABLE RECEIVABLES, ACCEPTABLE
                  GROWER CONTRACT RECEIVABLES, AND ACCEPTABLE INVENTORY AS OF
                  THE LAST DAY OF SUCH MONTH, TOGETHER 
<PAGE>
                  WITH THE CALCULATION OF THE ADJUSTED BORROWING BASE. ANY
                  BORROWING BASE REPORT REQUIRED TO BE DELIVERED UNDER THIS
                  CLAUSE (II) SHALL BE DELIVERED TO THE BANK WITHIN 30 DAYS
                  AFTER THE LAST DAY OF THE APPLICABLE MONTH.

                  ANY BORROWING BASE REPORT WHICH HAS BEEN TIMELY DELIVERED
                  SHALL REMAIN IN EFFECT UNTIL THE NEXT BORROWING BASE REPORT IS
                  TIMELY DELIVERED.

      (f) The definition of "SUBORDINATED DEBT" in SECTION 10.4 is entirely
      amended, as follows:

                  "SUBORDINATED DEBT" MEANS, AT ANY TIME, (A) DEBT OF ANY
            COMPANY INCURRED IN CONNECTION WITH BORROWER'S 12% SENIOR
            SUBORDINATED NOTES DUE MAY , 2003, IN THE PRINCIPAL AMOUNT OF
            $20,000,000, AND ANY NOTES GIVEN BY BORROWER IN EXCHANGE FOR THOSE
            NOTES IF THE NOTES SO GIVEN ARE SUBJECT TO THE SAME TERMS AS THE
            ORIGINAL NOTES (COLLECTIVELY, THE "SUBORDINATED NOTES"), AND (B) ANY
            OTHER DEBT OF ANY COMPANY (I) INCURRED AT A TIME WHEN NO POTENTIAL
            DEFAULT OR DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THIS
            AGREEMENT, (II) THE INCURRENCE OF WHICH SHALL NOT CAUSE A POTENTIAL
            DEFAULT OR DEFAULT UNDER THIS AGREEMENT (III) FOR WHICH NO SCHEDULED
            OR MANDATORY PRINCIPAL PAYMENT OR SINKING FUND PAYMENT IS DUE ON OR
            BEFORE THE EXPIRATION DATE, (IV) WHOSE COVENANTS ARE NO MORE
            RESTRICTIVE THAN THOSE SET FORTH IN THIS AGREEMENT, AND (V) THE
            PAYMENT OF WHICH IS SUBORDINATED TO DEBT OWED BY THE COMPANIES TO
            THE BANK IN A MANNER ACCEPTABLE TO THE BANK.

      (g)   SECTION 10.9(E) is entirely amended, as follows:

            (E)   INCURRING PURCHASE MONEY DEBT TO FINANCE THE PURCHASE OF
                  EQUIPMENT FOR ANY REPORTING COMPANY SO LONG AS THE OUTSTANDING
                  PRINCIPAL AMOUNT OF THAT DEBT FOR ALL OF THE REPORTING
                  COMPANIES, WHEN AGGREGATED WITH THE OUTSTANDING PRINCIPAL
                  AMOUNT OF THE DEBT PERMITTED UNDER SECTION 10.9(G) BELOW,
                  NEVER EXCEEDS $5,000,000.

      (h)   SECTION 10.11 is entirely amended, as follows:

            10.11 CAPITAL EXPENDITURES. NO COMPANY SHALL MAKE CAPITAL
            EXPENDITURES OTHER THAN PERMITTED CAPITAL EXPENDITURES. "PERMITTED
            CAPITAL EXPENDITURES" MEANS, WITHOUT DUPLICATION, (A) CAPITAL
            EXPENDITURES MADE IN CONNECTION WITH PERMITTED ACQUISITIONS, (B) THE
            PORTION OF CAPITAL EXPENDITURES FINANCED WITH DEBT PERMITTED UNDER
            SECTION 10.9(E) OF THIS AGREEMENT, OR (C) FOR ANY FISCAL YEAR OF THE
            BORROWER BEGINNING AFTER JANUARY 3, 1998, A TOTAL AMOUNT OF CAPITAL
            EXPENDITURES (OTHER THAN CAPITAL EXPENDITURES IN CONNECTION WITH
            PERMITTED ACQUISITIONS OR PERMITTED PURSUANT TO SUBSECTIONS (A) AND
            (B) ABOVE) THAT DOES NOT EXCEED THE SUM OF (I) $3,500,000 FOR ALL
            COMPANIES, PLUS (II) AMOUNTS, UP TO $500,000, FOR THE IMMEDIATELY
            PRECEDING FISCAL YEAR UNDER CLAUSE (I) ABOVE THAT WERE NOT UTILIZED
            FOR "PERMITTED CAPITAL EXPENDITURES".

      (i)   SECTION 10.13(J) is entirely amended, as follows:

            (J)   INVESTMENTS IN OTHER PERSONS; PROVIDED THAT SUCH INVESTMENTS
                  DO NOT IN THE AGGREGATE EXCEED $2,000,000.

      (j)   SECTION 10.14(D) is entirely amended, as follows:

            (D)   IF, IMMEDIATELY AFTER CONSUMMATION OF SUCH ACQUISITION, THE
                  PRINCIPAL AMOUNT OUTSTANDING UNDER THE REVOLVING FACILITY
                  COMMITMENT WILL EXCEED $7,500,000, THEN WITHOUT THE PRIOR
                  APPROVAL OF THE BANK, THE CONSIDERATION TO BE PAID BY ANY
                  COMPANY IN CONNECTION WITH THE 
<PAGE>
                  ACQUISITION THAT IS COMPRISED OF CASH AND/OR DEBT, TO THE
                  EXTENT SUCH DEBT IS A FIXED OBLIGATION OF THAT COMPANY THAT
                  WILL BECOME A LIABILITY OF THE COMPANY UNDER GAAP PRIOR TO THE
                  EXPIRATION DATE -- WHETHER ASSUMED, INCURRED, OR TO REMAIN,
                  BUT IN ANY EVENT SUBJECT TO SECTIONS 10.9(F) AND (G) -- (I)
                  DOES NOT COLLECTIVELY EXCEED $2,000,000;

      (k)   SECTION 10.14(E) is entirely amended, as follows:

            (E)   IF THE CONSIDERATION DESCRIBED IN SECTION 10.14(D) ABOVE TO BE
                  PAID BY ANY COMPANY IN CONNECTION WITH THE ACQUISITION
                  COLLECTIVELY EXCEED $2,000,000, THE BORROWER PROVIDES THE BANK
                  WITH EVIDENCE, SATISFACTORY TO THE BANK, OF THE POSITIVE
                  OPERATING INCOME OF THE PERSON TO BE ACQUIRED FOR THE MOST
                  RECENT 12-MONTH PERIOD;

      (l) New SECTION 10.25(I) and (J) are hereby added immediately following
      SECTION 10.25(H), to read as follows:

            (I)   PREPAY OR CAUSE TO BE PREPAID ANY PRINCIPAL OF, OR ANY
                  INTEREST ON, ANY OF THE SUBORDINATED NOTES EXCEPT (A)
                  EXCHANGES OF SUBORDINATED NOTES FOR OTHER SUBORDINATED NOTES,
                  AND (B) CONVERSIONS OF DEBT UNDER THE SUBORDINATED NOTES TO
                  EQUITY OF BORROWER THAT IS NOT MANDATORILY REDEEMABLE.

            (J)   AGREE TO ANY CHANGE OR AMENDMENT TO THE TERMS OF
                  THE SUBORDINATED NOTES (OR ANY INDENTURE OR
                  AGREEMENT IN CONNECTION THEREWITH) IF THE EFFECT
                  OF SUCH CHANGE OR AMENDMENT IS TO: (A) INCREASE
                  THE INTEREST RATE ON THE SUBORDINATED NOTES, (B)
                  CHANGE THE DATES UPON WHICH PAYMENTS OF PRINCIPAL
                  OR INTEREST ARE DUE ON THE SUBORDINATED NOTES
                  OTHER THAN TO EXTEND SUCH DATES, (C) CHANGE ANY
                  DEFAULT OR EVENT OF DEFAULT OR COVENANT OTHER
                  THAN TO DELETE OR MAKE LESS RESTRICTIVE ANY
                  DEFAULT OR COVENANT PROVISION THEREIN, (D) CHANGE
                  THE REDEMPTION OR PREPAYMENT PROVISIONS OF THE
                  SUBORDINATED NOTES OTHER THAN TO EXTEND THE DATES
                  THEREFOR OR TO REDUCE THE PREMIUMS PAYABLE IN
                  CONNECTION THEREWITH, OR (E) CHANGE OR AMEND ANY
                  OTHER TERM IF SUCH CHANGE OR AMENDMENT WOULD
                  MATERIALLY INCREASE THE OBLIGATIONS OF THE
                  OBLIGOR OR CONFER ADDITIONAL MATERIAL RIGHTS TO
                  THE HOLDER OF THE SUBORDINATED NOTES IN A MANNER
                  ADVERSE TO BORROWER OR THE BANK.

      (m) EXHIBIT A-1 is entirely amended in the form of, and all references to
      EXHIBIT A-1 are changed to, the attached AMENDED EXHIBIT A-1.

3.    AMENDMENTS TO SECURITY AGREEMENT.  The Security Agreement
      is hereby amended as follows:

      (a) PARAGRAPH 1 of the Security Agreement is amended by entirely amending
      the following definitions, as follows:

            CHATTEL PAPER MEANS, FOR EACH DEBTOR (OTHER THAN ANY DEBTOR
            EXECUTING AN ADDITIONAL SUBSIDIARIES SUPPLEMENT PURSUANT TO
            PARAGRAPH 10(E) AFTER MAY 14, 1998), ANY "CHATTEL PAPER," AS THAT
            TERM IS DEFINED IN CHAPTER 9
            OF THE UCC.

            DOCUMENT MEANS, FOR EACH DEBTOR (OTHER THAN ANY DEBTOR EXECUTING AN
            ADDITIONAL SUBSIDIARIES SUPPLEMENT PURSUANT TO PARAGRAPH 10(E) AFTER
            MAY 14, 1998), ANY "DOCUMENT," AS THAT TERM IS DEFINED IN CHAPTER 9
            OF THE UCC, INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS OF TITLE
            AND WAREHOUSE RECEIPTS OF DEBTOR.
<PAGE>
            EQUIPMENT MEANS, FOR EACH DEBTOR (OTHER THAN ANY DEBTOR EXECUTING AN
            ADDITIONAL SUBSIDIARIES SUPPLEMENT PURSUANT TO PARAGRAPH 10(E) AFTER
            MAY 14, 1998), ANY "EQUIPMENT," AS THAT TERM IS DEFINED IN CHAPTER 9
            OF THE UCC, AND, IN ANY EVENT, INCLUDES, WITHOUT LIMITATION, ALL
            MACHINERY, EQUIPMENT, FURNISHINGS, AND FIXTURES AND ANY AND ALL
            ADDITIONS, SUBSTITUTIONS, AND REPLACEMENTS OF ANY OF THE FOREGOING,
            WHEREVER LOCATED, TOGETHER WITH ALL ATTACHMENTS, COMPONENTS, PARTS,
            EQUIPMENT, AND ACCESSORIES INSTALLED THEREON OR AFFIXED THERETO.

            GENERAL INTANGIBLES MEANS, FOR EACH DEBTOR (OTHER THAN ANY DEBTOR
            EXECUTING AN ADDITIONAL SUBSIDIARIES SUPPLEMENT PURSUANT TO
            PARAGRAPH 10(E) AFTER MAY 5, 1998), ANY "GENERAL INTANGIBLES," AS
            THAT TERM IS DEFINED IN CHAPTER 9 OF THE UCC, AND, IN ANY EVENT,
            INCLUDES, WITHOUT LIMITATION, EACH OF THE FOLLOWING: (A) ALL OF
            DEBTOR'S PATENTS, PATENT APPLICATIONS, PATENT RIGHTS, SERVICE MARKS,
            TRADEMARKS, TRADE NAMES, TRADE SECRETS, INTELLECTUAL PROPERTY,
            REGISTRATIONS, GOODWILL, COPYRIGHTS, FRANCHISES, LICENSES, PERMITS,
            PROPRIETARY INFORMATION, CUSTOMER LISTS, DESIGNS, AND INVENTIONS;
            (B) ALL OF DEBTOR'S BOOKS, RECORDS, DATA, PLANS, MANUALS, COMPUTER
            SOFTWARE, AND COMPUTER PROGRAMS; (C) ALL OF DEBTOR'S CONTRACT
            RIGHTS, PARTNERSHIP INTERESTS AND JOINT VENTURE INTERESTS, DEPOSIT
            ACCOUNTS, INVESTMENT ACCOUNTS, AND CERTIFICATES OF DEPOSIT; (D) ALL
            RIGHTS OF DEBTOR TO PAYMENT UNDER LETTERS OF CREDIT AND SIMILAR
            AGREEMENTS;(E) ALL TAX REFUNDS AND TAX REFUND CLAIMS OF DEBTOR; (F)
            ALL CAUSES OF ACTION OF DEBTOR (WHETHER ARISING IN CONTRACT, TORT,
            OR OTHERWISE AND WHETHER OR NOT CURRENTLY IN LITIGATION) AND ALL
            JUDGMENTS IN FAVOR OF DEBTOR; (G) ALL RIGHTS AND CLAIMS OF DEBTOR
            UNDER WARRANTIES AND INDEMNITIES; AND (H) ALL RIGHTS OF DEBTOR UNDER
            ANY INSURANCE, SURETY, OR SIMILAR CONTRACT OR ARRANGEMENT.

            INSTRUMENT MEANS, FOR EACH DEBTOR (OTHER THAN ANY DEBTOR EXECUTING
            AN ADDITIONAL SUBSIDIARIES SUPPLEMENT PURSUANT TO PARAGRAPH 10(E)
            AFTER MAY 14, 1998), ANY "INSTRUMENT," AS THAT TERM IS DEFINED IN
            CHAPTER 9 OF
            THE UCC.

      (b)   PARAGRAPH 4 of the Security Agreement is entirely amended, as
            follows:

            4.    COLLATERAL.  THE TERM "COLLATERAL" MEANS THE
            FOLLOWING ITEMS AND TYPES OF PROPERTY, WHEREVER
            LOCATED AND NOW OR IN THE FUTURE ACQUIRED OR EXISTING:

            O     FOR EACH DEBTOR, ALL OF ITS ACCOUNTS, INVESTMENT
                  PROPERTY, GROWER CONTRACT RECEIVABLES, INVENTORY,
                  AND PLEDGED SECURITIES;

            O     FOR EACH DEBTOR (OTHER THAN ANY DEBTOR EXECUTING AN ADDITIONAL
                  SUBSIDIARIES SUPPLEMENT PURSUANT TO PARAGRAPH 10(E) AFTER MAY
                  14, 1998), ALL OF ITS CHATTEL PAPER, DOCUMENTS, EQUIPMENT,
                  GENERAL INTANGIBLES, AND INSTRUMENTS; AND

            O     ALL CASH AND NONCASH PROCEEDS OF ANY OTHER
                  COLLATERAL, INCLUDING, WITHOUT LIMITATION, ALL
                  CASH, ACCOUNTS, GENERAL INTANGIBLES, DOCUMENTS,
                  INSTRUMENTS, CHATTEL PAPER, GOODS, AND ANY OTHER
                  PROPERTY RECEIVED UPON THE SALE OR DISPOSITION OF
                  ANY OTHER COLLATERAL AND ALL INSURANCE PROCEEDS
                  OF ANY KIND PAID AT ANY TIME IN CONNECTION WITH
                  ANY OTHER COLLATERAL.

      (c)   PARAGRAPH 10(E) of the Security Agreement is entirely amended, as
            follows:

            (E) ADDITIONAL DEBTORS. ANY PERSON THAT BECOMES A SUBSIDIARY OF ANY
            DEBTOR SUBSEQUENT TO THE DATE HEREOF AND THAT WAS NOT A "DEBTOR"
            UNDER THIS AGREEMENT AT THE TIME OF INITIAL EXECUTION HEREOF SHALL
            BECOME A "DEBTOR" HEREUNDER BY EXECUTING AND DELIVERING TO SECURED
            PARTY AN ADDITIONAL SUBSIDIARIES SUPPLEMENT IN THE FORM ATTACHED
            HERETO AS ANNEX 4. ANY SUCH SUBSIDIARY SHALL THEREAFTER BE DEEMED A
            "DEBTOR" FOR ALL PURPOSES UNDER THIS AGREEMENT (EXCEPT TO THE EXTENT
            CERTAIN PROVISIONS SPECIFICALLY DO NOT APPLY TO "DEBTORS" EXECUTING
            AN ADDITIONAL SUBSIDIARIES SUPPLEMENT AFTER MAY 14, 1998).
<PAGE>
      (d) ANNEX 4 to the Security Agreement is entirely amended in the form of,
      and all references to ANNEX 4 are changed to, the attached AMENDED ANNEX
      4.

4.    CONDITIONS PRECEDENT. This Amendment will become effective as of the date
      first written above, provided that the Bank has received from the Borrower
      a duly executed original of this Amendment, together with each item set
      forth on the attached ANNEX 1.

5.    CONTINUED EFFECT.  Except to the extent amended hereby, all
      terms, provisions and conditions of the Loan Agreement and
      the other Loan Documents shall continue in full force and
      effect and the Loan Agreement and the other Loan Documents
      shall remain enforceable and binding in accordance with
      their respective terms.  Borrower and each
      Subsidiary/Debtor confirms and agrees that the other Loan
      Documents, and the liens and security interests granted
      therein, shall continue to secure Borrower's obligations

      and indebtedness to Bank, direct or indirect, arising pursuant to the
      Revolving Note and the Loan Agreement, as amended hereby, whether or not
      such other Loan Documents shall be expressly supplemented or amended in
      connection with this Amendment. All references in the Loan Documents to
      the Loan Agreement shall hereafter be deemed to be references to the Loan
      Agreement as amended hereby. All references in the Loan Documents to the
      Security Agreement shall hereafter be deemed to be references to the
      Security Agreement as amended hereby.

6.    COUNTERPARTS. This Amendment may be executed in any number of
      counterparts, all of which when taken together shall constitute one and
      the same document, and each party hereto may execute this Amendment by
      signing any of such counterparts.

7.    SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon, and inure to
      be the benefit of, the parties hereto and their respective heirs,
      administrators, successors and assigns.

8.    NO ORAL AGREEMENTS. THIS WRITTEN AMENDMENT AND THE DOCUMENTS EXECUTED IN
      CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
      MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

      THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                    [REMAINDER OF PAGE INTENTIONALLY BLANK.
                           SIGNATURE PAGES FOLLOW.]
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.

BANK:

BANK OF AMERICA TEXAS, N.A.



By:
    Connor J. Duffey, Vice President

BORROWER:

FRESH AMERICA CORP.



By:
    Robert C. Kiehnle, Executive Vice President

                   COMBINED SECOND AMENDMENT SIGNATURE PAGE
                             PAGE ONE OF TWO PAGES
<PAGE>
SUBSIDIARY/DEBTORS:

LONE STAR PRODUCE ACQUISITION CORP.



By:
    Robert C. Kiehnle, Vice President


PRODUCE PLUS, INC.



By:
    Robert C. Kiehnle, Vice President


ONE MORE TOMATO, INC.



By:
    Robert C. Kiehnle, Vice President


FRESH AMERICA CALIFORNIA, INC.



By:
    Robert C. Kiehnle, Vice President

C. KALIL FRUIT AND VEGETABLE, INC.



By:
    Robert C. Kiehnle, Vice President

SAM'S BANANA CO., INC.



By:
    Robert C. Kiehnle, Vice President
FRESH AMERICA LOUISIANA, INC.



By:
    Robert C. Kiehnle, Vice President


FRESH AMERICA GEORGIA, INC.



By:
    Robert C. Kiehnle, Vice President


FRESH AMERICA SAN DIEGO, INC.



By:
    Robert C. Kiehnle, Vice President


HEREFORD HAVEN, INC.



By:
    Robert C. Kiehnle, Vice President

FRANCISCO ACQUISITION CORP.



By:
    Robert C. Kiehnle, Vice President


                   COMBINED SECOND AMENDMENT SIGNATURE PAGE
                             PAGE two OF TWO PAGES
<PAGE>
                                     ANNEX 1


1.    COMBINED SECOND AMENDMENT TO RESTATED BUSINESS LOAN AGREEMENT AND SECOND
      AMENDMENT TO BUSINESS LOAN SECURITY AGREEMENT (this "AMENDMENT") dated as
      of May 14, 1998, between FRESH AMERICA CORP., a Texas corporation
      ("BORROWER"), the "SUBSIDIARY/DEBTORS" (herein so called), and BANK OF
      AMERICA TEXAS, N.A., a national banking association ("BANK"), the defined
      terms in which have the same meanings when used in this Annex, to which
      must be attached the following:
<TABLE>
<CAPTION>
<S>                                                   <C>
      AMENDED EXHIBIT A-1 [TO CREDIT AGREEMENT] -     AMENDED AND RESTATED REVOLVING NOTE
      AMENDED ANNEX 4 [TO SECURITY AGREEMENT]   -     AMENDED ADDITIONAL SUBSIDIARIES SUPPLEMENT
</TABLE>
2.    AMENDED AND RESTATED REVOLVING NOTE dated as of May 14, 1998, executed by
      Borrower, and payable to Bank in the stated principal amount of
      $15,000,000.

3.    RELEASE OF LIEN, executed by Bank, releasing liens granted to Bank by
      Borrower by that certain Deed of Trust, Security Agreement, Financing
      Statement, and Assignment of Rents dated as of February 2, 1998, executed
      by Borrower as GRANTOR, for the benefit of Bank, with respect to certain
      Real Property located in Harris County, Texas, and recorded in the Real
      Property Records of Harris County, Texas at Vol. 516-91, Pgs. No.
      0842-0864, Filmcode No. S858449.

4.    RELEASE OF LIEN, executed by Bank, releasing liens granted to Bank by
      Borrower by that certain Deed of Trust, Security Agreement, Financing
      Statement, and Assignment of Rents dated as of February 2, 1998, executed
      by Borrower as GRANTOR, for the benefit of Bank, with respect to certain
      Real Property located in Wayne County, Indiana, and recorded in the Real
      Property Records of Wayne County, Indiana at Instrument No.
      1998001571.

5.    EVIDENCE OF PAYMENT of all amounts outstanding under the Bridge Loan
      Commitment.

6.    CONSENT of Bank to Borrower's incurrence of debt described in ITEMS 7-10,
      below.

7.    SECURITIES PURCHASE AGREEMENT dated as of May , 1998, executed by and
      between Borrower and each PURCHASER described therein.

8.    NOTE AGREEMENT dated as of May , 1998, executed by and between Borrower
      and each PURCHASER described therein.

9.    WARRANT AGREEMENT dated as of May , 1998, executed by and between Borrower
      and each PURCHASER described therein.

10.   SUBORDINATED GUARANTY dated as of May , 1998, one executed by each
      Subsidiary of Borrower OTHER THAN Unrestricted Subsidiaries.

11.   SECRETARY OR ASSISTANT SECRETARY CERTIFICATES for Borrower and each
      Subsidiary/Debtor, executed by its Secretary or any Assistant Secretary as
      to the resolutions of its directors authorizing the Amendment and the
      transactions contemplated inITEMS 7-10, above, and as to no changes with
      respect to the incumbency of its officers, its bylaws or corporate
      charter.

12.   OPINION of counsel to Borrower with respect to ITEMS 7-10 above, addressed
      to the PURCHASERS described therein.

13.   OPINION of counsel to Purchasers with respect to ITEMS 7-10 above,
      addressed to the PURCHASERS described therein.