<PAGE>   1
                                  EXHIBIT 10.2

                      AMENDED AND RESTATED PROMISSORY NOTE


July 28, 2000                                                       $450,000.00


         FOR VALUE RECEIVED, the undersigned, Fresh America Corp. ("Maker"),
hereby promises to pay to Henry Beyer ("Payee") the principal amount of
$450,000.00, together with interest on the outstanding portion thereof for the
period such sums are unpaid, all in accordance with the provisions of this Note.

Payment of Principal and Interest.
---------------------------------

                  (a)      The principal of and interest upon this Note shall be
                           due and payable as follows:

                           1.       $30,000, on or before July 31, 2000;
                           2.       Twenty-four (24) monthly payments of $11,250
                                    due on the first day of each calendar month
                                    commencing September 1, 2000 and continuing
                                    thereafter until August 1, 2002;
                           3.       $105,000, payable on January 1, 2002;
                           4.       $45,000, payable on August 1, 2002; and
                           5.       Interest will accrue on the unpaid principal
                                    balance and will be paid or cancelled in
                                    accordance with paragraph 3 hereinbelow.

                  Should any payment on this Note be due and payable on any day
                  other than a business day, the maturity thereof will be
                  extended to the next succeeding business day and interest will
                  be payable with respect to such extension.

                  (b)      Subject to the preceding paragraph, interest
                           hereunder shall be computed on the basis of the
                           actual number of days elapsed based on a 365 or 366
                           day year, as the case may be, and will accrue at an
                           annual rate of ten percent (10%).

                  (c)      Notwithstanding any provision to the contrary
                           contained in this Note, it is expressly agreed and
                           provided that the total liability of Maker hereunder
                           for payments in the nature of interest shall not
                           exceed the maximum lawful rate authorized under the
                           laws of the State of Texas or such greater rate as
                           may be authorized by other governmental authority
                           applicable to the indebtedness evidenced hereby (the
                           "Maximum Rate"), and, without limiting the foregoing,
                           in no event shall the rate of interest or default


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<PAGE>   2

                           interest, or both of them, when aggregated with any
                           other sums in the nature of interest which Maker may
                           be obligated to pay hereunder exceed such Maximum
                           Rate. It is agreed that if the maximum contract rate
                           of interest allowed by law and applicable to this
                           Note is increased or decreased by statute or any
                           official action of the State of Texas or the United
                           States of America subsequent to the date hereof, the
                           new maximum contract rate of interest allowed by law
                           will be the Maximum Rate of interest applicable to
                           this Note from the effective date forward, unless
                           such application is precluded by applicable statute,
                           official action, or rule of law. If under any
                           circumstances whatsoever, interest in excess of the
                           Maximum Rate is paid to the holder of this Note by
                           Maker in connection with the indebtedness evidenced
                           by this Note, such excess shall be applied by the
                           holder to the unpaid principal balance of this Note
                           or be refunded to Maker, the manner of handling such
                           excess to be at the holder's election.

         6. Voluntary Prepayments. Maker may voluntarily prepay all or any part
of the outstanding principal amount and all accrued interest on this Note at any
time and from time to time without premium or penalty. Any payments made to
Payee by Maker hereunder will be applied to principal in the inverse order of
maturities.

         7. Payment of Interest. If every principal payment due hereunder is
paid within ten days of its respective due date, then all accrued and unpaid
interest on the principal amount hereof shall be cancelled, and this Note shall
be paid in full. If, however, any principal payment is not made within ten days
of its respective due date, the accrued interest provided for in paragraph 1
above will become due and payable on the earlier of July 1, 2002, or the date
that the Payee elects to declare the entire unpaid balance of principal and
accrued interest immediately due and payable under paragraph 11 below.

         8. Waivers. Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by Maker.

         9. Events of Default. An "Event of Default" will exist hereunder if any
one or more of the following events occurs and is continuing:

                  (a)      Maker fails to pay when due any of the payments set
                           forth in paragraph 1 (a) above within ten days after
                           the due date for the respective payment;

                  (b)      Maker (i) applies for or consents to the appointment
                           of a receiver, trustee, custodian, intervenor or
                           liquidator of Maker or of all or a substantial part
                           of its assets, (ii) files a voluntary petition in
                           bankruptcy, admits in writing that it is unable to
                           pay its debts as they become due, (iii) makes a
                           general assignment for the benefit of creditors, (iv)
                           files a petition or answer


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                           seeking reorganization or an arrangement with
                           creditors or to take advantage of, or consents to, or
                           defaults in answering, a petition filed against it in
                           any bankruptcy, reorganization or insolvency
                           proceeding, or (vi) takes corporate action for the
                           purpose of effecting any of the foregoing;

                  (c)      An involuntary petition or complaint is filed against
                           Maker seeking bankruptcy or reorganization or the
                           appointment of a receiver, custodian, trustee,
                           intervenor or liquidator of Maker, or of all or
                           substantially all of its assets, and such petition or
                           complaint is not dismissed within 30 days of the
                           filing thereof, or an order, order for relief,
                           judgment or decree is entered by any court of
                           competent jurisdiction or other competent authority
                           approving a petition or complaint seeking
                           reorganization of Maker or appointing a receiver,
                           custodian, trustee, intervenor or liquidator of
                           Maker, or of all or substantially all of its assets;
                           or

                  (d)      Maker breaches its agreement to issue warrants for
                           90,000 shares of Maker's common stock within five
                           business days of the date hereof pursuant to that
                           certain Amendment to Stock Purchase Documents, dated
                           the date hereof, by and among Maker, Payee and the
                           other sellers party thereto, or Maker fails to issue
                           shares of its common stock to Payee upon proper
                           exercise of such warrant.

         10. No Setoff for Purchase Agreement. Maker acknowledges that payment
under this Note may not be withheld, excused or setoff for any indemnification
or other claim that Maker may have against Payee for breaches of the Stock
Purchase Agreement, dated October 30, 1998, by and among Maker, Payee and the
other shareholders party thereto, or any other document executed in connection
therewith.

         11. Remedies. Upon the occurrence of any Event of Default, the holder
hereof may, at its option, declare the entire unpaid balance of principal and
accrued interest on this Note to be immediately due and payable; provided that
upon the occurrence of any of the Events of Default pursuant to paragraph 9(b)
or 9(c) above, this Note will, without any action by Payee, immediately become
due and payable without demand for payment, presentment, protest, notice of
protest and non-payment, or other notice of default, notice of acceleration and
intention to accelerate or any other notice, all of which are expressly waived
by Maker.

         12. Binding Effect. This Note will be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and permitted assigns.


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<PAGE>   4

         13. Attorneys Fees. Upon the bringing of any legal action to enforce
the terms of this Note, the prevailing party will be entitled recovery of its
reasonable attorneys' fees and all costs incurred in addition to any other
relief that such party may be entitled to.

         14. Amendment and Restatement. This Note is given in amendment,
restatement, renewal and extension of that certain Promissory Note, dated
November 1, 1998, in the original principal amount of $1,050,000 by Maker
payable to the order of Payee.

         Executed as of the date first written above.

                                     FRESH AMERICA CORP.


                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------




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<PAGE>   5




                      AMENDED AND RESTATED PROMISSORY NOTE


July 28, 2000                                                      $525,000.00


         FOR VALUE RECEIVED, the undersigned, Fresh America Corp. ("Maker"),
hereby promises to pay to Sam Perricone, Sr. ("Payee") the principal amount of
$525,000.00, together with interest on the outstanding portion thereof for the
period such sums are unpaid, all in accordance with the provisions of this Note.

Payment of Principal and Interest.


                  (a)      The principal of and interest upon this Note shall be
                           due and payable as follows:

                           1.       $35,000, on or before July 31, 2000;

                           2.       Twenty-four (24) monthly payments of $13,125
                                    due on the first day of each calendar month
                                    commencing September 1, 2000 and continuing
                                    thereafter until August 1, 2002;

                           3.       $122,500, payable on January 1, 2002;

                           4.       $52,500, payable on August 1, 2002; and

                           5.       Interest will accrue on the unpaid principal
                                    balance and will be paid or cancelled in
                                    accordance with paragraph 3 hereinbelow.

                  Should any payment on this Note be due and payable on any day
                  other than a business day, the maturity thereof will be
                  extended to the next succeeding business day and interest will
                  be payable with respect to such extension.

                  (b)      Subject to the preceding paragraph, interest
                           hereunder shall be computed on the basis of the
                           actual number of days elapsed based on a 365 or 366
                           day year, as the case may be, and will accrue at an
                           annual rate of ten percent (10%).

                  (c)      Notwithstanding any provision to the contrary
                           contained in this Note, it is expressly agreed and
                           provided that the total liability of Maker hereunder
                           for payments in the nature of interest shall not
                           exceed the maximum lawful rate authorized under the
                           laws of the State of Texas or such greater rate as
                           may be authorized by other governmental authority
                           applicable to the indebtedness evidenced hereby (the
                           "Maximum Rate"), and, without limiting the foregoing,
                           in no event shall the rate of interest or default
                           interest, or both of them, when aggregated with any
                           other sums in the nature of interest which Maker may
                           be obligated to pay hereunder exceed


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<PAGE>   6


                           such Maximum Rate. It is agreed that if the maximum
                           contract rate of interest allowed by law and
                           applicable to this Note is increased or decreased by
                           statute or any official action of the State of Texas
                           or the United States of America subsequent to the
                           date hereof, the new maximum contract rate of
                           interest allowed by law will be the Maximum Rate of
                           interest applicable to this Note from the effective
                           date forward, unless such application is precluded by
                           applicable statute, official action, or rule of law.
                           If under any circumstances whatsoever, interest in
                           excess of the Maximum Rate is paid to the holder of
                           this Note by Maker in connection with the
                           indebtedness evidenced by this Note, such excess
                           shall be applied by the holder to the unpaid
                           principal balance of this Note or be refunded to
                           Maker, the manner of handling such excess to be at
                           the holder's election.

         6. Voluntary Prepayments. Maker may voluntarily prepay all or any part
of the outstanding principal amount and all accrued interest on this Note at any
time and from time to time without premium or penalty. Any payments made to
Payee by Maker hereunder will be applied to principal in the inverse order of
maturities.

         7. Payment of Interest. If every principal payment due hereunder is
paid within ten days of its respective due date, then all accrued and unpaid
interest on the principal amount hereof shall be cancelled, and this Note shall
be paid in full. If, however, any principal payment is not made within ten days
of its respective due date, the accrued interest provided for in paragraph 1
above will become due and payable on the earlier of July 1, 2002, or the date
that the Payee elects to declare the entire unpaid balance of principal and
accrued interest immediately due and payable under paragraph 11 below.

         8. Waivers. Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by Maker.

         9. Events of Default. An "Event of Default" will exist hereunder if any
one or more of the following events occurs and is continuing:

                  (a)      Maker fails to pay when due any of the payments set
                           forth in paragraph 1 (a) above within ten days after
                           the due date for the respective payment;

                  (b)      Maker (i) applies for or consents to the appointment
                           of a receiver, trustee, custodian, intervenor or
                           liquidator of Maker or of all or a substantial part
                           of its assets, (ii) files a voluntary petition in
                           bankruptcy, admits in writing that it is unable to
                           pay its debts as they become due, (iii) makes a
                           general assignment for the benefit of creditors, (iv)
                           files a petition or answer seeking reorganization or
                           an arrangement with creditors or to take advantage
                           of, or consents to, or defaults in answering, a
                           petition filed


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                           against it in any bankruptcy, reorganization or
                           insolvency proceeding, or (vi) takes corporate action
                           for the purpose of effecting any of the foregoing;

                  (c)      An involuntary petition or complaint is filed against
                           Maker seeking bankruptcy or reorganization or the
                           appointment of a receiver, custodian, trustee,
                           intervenor or liquidator of Maker, or of all or
                           substantially all of its assets, and such petition or
                           complaint is not dismissed within 30 days of the
                           filing thereof, or an order, order for relief,
                           judgment or decree is entered by any court of
                           competent jurisdiction or other competent authority
                           approving a petition or complaint seeking
                           reorganization of Maker or appointing a receiver,
                           custodian, trustee, intervenor or liquidator of
                           Maker, or of all or substantially all of its assets;
                           or

                  (d)      Maker breaches its agreement to issue warrants for
                           105,000 shares of Maker's common stock within five
                           business days of the date hereof pursuant to that
                           certain Amendment to Stock Purchase Documents, dated
                           the date hereof, by and among Maker, Payee and the
                           other sellers party thereto, or Maker fails to issue
                           shares of its common stock to Payee upon proper
                           exercise of such warrant.

         10. No Setoff for Purchase Agreement. Maker acknowledges that payment
under this Note may not be withheld, excused or setoff for any indemnification
or other claim that Maker may have against Payee for breaches of the Stock
Purchase Agreement, dated October 30, 1998, by and among Maker, Payee and the
other shareholders party thereto, or any other document executed in connection
therewith.

         11. Remedies. Upon the occurrence of any Event of Default, the holder
hereof may, at its option, declare the entire unpaid balance of principal and
accrued interest on this Note to be immediately due and payable; provided that
upon the occurrence of any of the Events of Default pursuant to paragraph 9(b)
or 9(c) above, this Note will, without any action by Payee, immediately become
due and payable without demand for payment, presentment, protest, notice of
protest and non-payment, or other notice of default, notice of acceleration and
intention to accelerate or any other notice, all of which are expressly waived
by Maker.

         12. Binding Effect. This Note will be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and permitted assigns.

         13. Attorneys Fees. Upon the bringing of any legal action to enforce
the terms of this Note, the prevailing party will be entitled recovery of its
reasonable attorneys' fees and all costs incurred in addition to any other
relief that such party may be entitled to.


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<PAGE>   8


         14. Amendment and Restatement. This Note is given in amendment,
restatement, renewal and extension of that certain Promissory Note, dated
November 1, 1998, in the original principal amount of $1,225,000 by Maker
payable to the order of Payee.

         Executed as of the date first written above.


                              FRESH AMERICA CORP.


                              By:
                                 ---------------------------------------------
                              Name:
                                   -------------------------------------------
                              Title:
                                    ------------------------------------------

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<PAGE>   9



                      AMENDED AND RESTATED PROMISSORY NOTE


July 28, 2000                                                      $525,000.00


   FOR VALUE RECEIVED, the undersigned, Fresh America Corp. ("Maker"), hereby
promises to pay to the Sam Perricone Children's Trust ("Payee") the principal
amount of $525,000.00, together with interest on the outstanding portion thereof
for the period such sums are unpaid, all in accordance with the provisions of
this Note.

Payment of Principal and Interest.


                  (a)      The principal of and interest upon this Note shall be
                           due and payable as follows:

                           1.       $35,000, on or before July 31, 2000;

                           2.       Twenty-four (24) monthly payments of $13,125
                                    due on the first day of each calendar month
                                    commencing September 1, 2000 and continuing
                                    thereafter until August 1, 2002;

                           3.       $122,500, payable on January 1, 2002;

                           4.       $52,500, payable on August 1, 2002; and

                           5.       Interest will accrue on the unpaid principal
                                    balance and will be paid or cancelled in
                                    accordance with paragraph 3 hereinbelow.

                  Should any payment on this Note be due and payable on any day
                  other than a business day, the maturity thereof will be
                  extended to the next succeeding business day and interest will
                  be payable with respect to such extension.

                  (b)      Subject to the preceding paragraph, interest
                           hereunder shall be computed on the basis of the
                           actual number of days elapsed based on a 365 or 366
                           day year, as the case may be, and will accrue at an
                           annual rate of ten percent (10%).

                  (c)      Notwithstanding any provision to the contrary
                           contained in this Note, it is expressly agreed and
                           provided that the total liability of Maker hereunder
                           for payments in the nature of interest shall not
                           exceed the maximum lawful rate authorized under the
                           laws of the State of Texas or such greater rate as
                           may be authorized by other governmental authority
                           applicable to the indebtedness evidenced hereby (the
                           "Maximum Rate"), and, without limiting the foregoing,
                           in no event shall the rate of interest or default
                           interest, or both of them, when aggregated with any
                           other sums in the nature of interest which Maker may
                           be obligated to pay hereunder exceed such Maximum
                           Rate. It is agreed that if the maximum contract rate


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<PAGE>   10

                           of interest allowed by law and applicable to this
                           Note is increased or decreased by statute or any
                           official action of the State of Texas or the United
                           States of America subsequent to the date hereof, the
                           new maximum contract rate of interest allowed by law
                           will be the Maximum Rate of interest applicable to
                           this Note from the effective date forward, unless
                           such application is precluded by applicable statute,
                           official action, or rule of law. If under any
                           circumstances whatsoever, interest in excess of the
                           Maximum Rate is paid to the holder of this Note by
                           Maker in connection with the indebtedness evidenced
                           by this Note, such excess shall be applied by the
                           holder to the unpaid principal balance of this Note
                           or be refunded to Maker, the manner of handling such
                           excess to be at the holder's election.

         6. Voluntary Prepayments. Maker may voluntarily prepay all or any part
of the outstanding principal amount and all accrued interest on this Note at any
time and from time to time without premium or penalty. Any payments made to
Payee by Maker hereunder will be applied to principal in the inverse order of
maturities.

         7. Payment of Interest. If every principal payment due hereunder is
paid within ten days of its respective due date, then all accrued and unpaid
interest on the principal amount hereof shall be cancelled, and this Note shall
be paid in full. If, however, any principal payment is not made within ten days
of its respective due date, the accrued interest provided for in paragraph 1
above will become due and payable on the earlier of July 1, 2002, or the date
that the Payee elects to declare the entire unpaid balance of principal and
accrued interest immediately due and payable under paragraph 11 below.

         8. Waivers. Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by Maker.

         9. Events of Default. An "Event of Default" will exist hereunder if any
one or more of the following events occurs and is continuing:

                  (a)      Maker fails to pay when due any of the payments set
                           forth in paragraph 1 (a) above within ten days after
                           the due date for the respective payment;

                  (b)      Maker (i) applies for or consents to the appointment
                           of a receiver, trustee, custodian, intervenor or
                           liquidator of Maker or of all or a substantial part
                           of its assets, (ii) files a voluntary petition in
                           bankruptcy, admits in writing that it is unable to
                           pay its debts as they become due, (iii) makes a
                           general assignment for the benefit of creditors, (iv)
                           files a petition or answer seeking reorganization or
                           an arrangement with creditors or to take advantage
                           of, or consents to, or defaults in answering, a
                           petition filed against it in any bankruptcy,
                           reorganization or insolvency proceeding, or


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<PAGE>   11


                           (vi) takes corporate action for the purpose of
                           effecting any of the foregoing;

                  (c)      An involuntary petition or complaint is filed against
                           Maker seeking bankruptcy or reorganization or the
                           appointment of a receiver, custodian, trustee,
                           intervenor or liquidator of Maker, or of all or
                           substantially all of its assets, and such petition or
                           complaint is not dismissed within 30 days of the
                           filing thereof, or an order, order for relief,
                           judgment or decree is entered by any court of
                           competent jurisdiction or other competent authority
                           approving a petition or complaint seeking
                           reorganization of Maker or appointing a receiver,
                           custodian, trustee, intervenor or liquidator of
                           Maker, or of all or substantially all of its assets;
                           or

                  (d)      Maker breaches its agreement to issue warrants for
                           105,000 shares of Maker's common stock within five
                           business days of the date hereof pursuant to that
                           certain Amendment to Stock Purchase Documents, dated
                           the date hereof, by and among Maker, Payee and the
                           other sellers party thereto, or Maker fails to issue
                           shares of its common stock to Payee upon proper
                           exercise of such warrant.

         10. No Setoff for Purchase Agreement. Maker acknowledges that payment
under this Note may not be withheld, excused or setoff for any indemnification
or other claim that Maker may have against Payee for breaches of the Stock
Purchase Agreement, dated October 30, 1998, by and among Maker, Payee and the
other shareholders party thereto, or any other document executed in connection
therewith.

         11. Remedies. Upon the occurrence of any Event of Default, the holder
hereof may, at its option, declare the entire unpaid balance of principal and
accrued interest on this Note to be immediately due and payable; provided that
upon the occurrence of any of the Events of Default pursuant to paragraph 9(b)
or 9(c) above, this Note will, without any action by Payee, immediately become
due and payable without demand for payment, presentment, protest, notice of
protest and non-payment, or other notice of default, notice of acceleration and
intention to accelerate or any other notice, all of which are expressly waived
by Maker.

         12. Binding Effect. This Note will be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors, legal representatives and permitted assigns.

         13. Attorneys Fees. Upon the bringing of any legal action to enforce
the terms of this Note, the prevailing party will be entitled recovery of its
reasonable attorneys' fees and all costs incurred in addition to any other
relief that such party may be entitled to.




                                       11
<PAGE>   12



         14. Amendment and Restatement. This Note is given in amendment,
restatement, renewal and extension of that certain Promissory Note, dated
November 1, 1998, in the original principal amount of $1,225,000 by Maker
payable to the order of Payee.

         Executed as of the date first written above.

                                FRESH AMERICA CORP.


                                By:
                                   --------------------------------------------
                                Name:
                                    -------------------------------------------
                                Title:
                                      -----------------------------------------


                                       12