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                                                                    Exhibit 10.4

                  SECOND AMENDMENT TO STOCK PURCHASE DOCUMENTS

         This Second Amendment to Stock Purchase Documents is made effective as
of February 21, 2002 among Fresh America Corp., a Texas corporation (`"Fresh"),
and Sam Perricone, Sr., Henry Beyer, and the Sam Perricone Children's Trust
(collectively "Sellers").

         1. This Second Amendment to Stock Purchase Documents modifies that
certain Stock Purchase Agreement and related documents ("Stock Purchase
Documents") between the parties dated October 30, 1998. This Second Amendment
also modifies that certain Amendment to Stock Purchase Documents between the
parties effective as of July 28, 2000.

         2. The Stock Purchase Agreement and previous Amendment to Stock
Purchase Documents are modified as follows:

         A.       Because of the failure of Fresh to pay the sum of $350,000 due
                  on January 1, 2002, Sellers have accelerated all remaining
                  indebtedness in the sum of $725,000, which is now due and
                  payable.

         B.       Fresh has represented to Sellers that it is presently engaged
                  in efforts to refinance its debt and, if successful, Fresh
                  will pay the entire accelerated debt of $725,000 plus
                  interest, to Sellers.

         C.       Sellers agree to defer collection efforts to collect the
                  payment of the accelerated debt of $725,000 due under the
                  Stock Purchase Documents and Amendment to Stock Purchase
                  Documents until the earlier of January 7, 2003 or the date
                  upon which refinancing efforts of Fresh achieve funding.

         D.       Interest will accrue at the rate of 10% per annum on
                  accelerated debt of $725,000, from January 1, 2002, until
                  paid.

         E.       Until the entire accelerated debt is paid, Fresh will make
                  partial quarterly interest payments to Sellers, based upon a
                  5% interest rate, on April 1, 2002, July 1, 2002 and October
                  1, 2002. The balance of the interest, based upon a 10%
                  interest rate, will accrue and will be due when the principal
                  is due in accordance with subsection 2.C. above.

         3. If the entire indebtedness, principal and interest, is not paid to
the Sellers in accordance with paragraph 2.C. above, the Sellers shall be
entitled to commence collection efforts for the entire amount of the accelerated
debt, principal and interest, without further notice.

         4. The Agreement by Sellers herein to defer collection efforts is
dependent upon and expressly conditioned upon the following:

                  A.       That Larry Martin, Joseph Notarianni & Co., Inc.,
                           Joseph M. Cognetti, who have indebtedness currently
                           due from Fresh, will cease, desist and

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                           defer their collection efforts until the earlier of
                           refinance by Fresh or until January 7, 2003;

                  B.       That Fresh will proceed diligently, and use its best
                           and continuous efforts, to obtain refinancing of its
                           current debt, in an amount and upon terms that will
                           allow the payoff of the entire accelerated
                           indebtedness to Sellers, with interest, at the time
                           the refinancing by Fresh is funded; and

                  C.       That Fresh will notify Sellers when a firm date for
                           the funding of the refinancing is known to Fresh,
                           within five (5) days of Fresh's receipt of that
                           knowledge.

         5. The Agreement by Sellers herein to defer collection efforts will
automatically terminate upon the earliest of any of the following:

                  A.       The funding of refinancing obtained by Fresh;

                  B.       The filing by Fresh of a petition in bankruptcy, the
                           commencement of an involuntary bankruptcy proceeding
                           against Fresh, the service of any notice of
                           assignment for benefit of creditors, commencement of
                           an asset foreclosure proceeding against Fresh, a sale
                           of assets, or a merger or acquisition;

                  C.       Collection activity instituted by Larry Martin,
                           Joseph Notarianni & Co., Inc., or Joseph M. Cognetti;
                           or

                  D.       January 7, 2003.

         6. If legal action is brought to enforce the terms and provisions of
this Second Amendment, the prevailing party shall be entitled to reasonable
attorneys' fees and costs.

         7. Venue and jurisdiction for any disputes arising out of this
Agreement shall be in the State or Federal Court in Los Angeles, California.
This Agreement shall be governed by the laws of the State of California.

         8. This Agreement shall be binding upon third parties, successors,
assigns, heirs, parties, subsidiaries, lenders, partners, spouses and the
premises and representations made herein shall survive the execution of this
Agreement.

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                                                     /S/ Sam Perricone
                                        ---------------------------------------
                                        Sam Perricone


                                        Sam Perricone Children's Trust

                                                    /S/ Paul Golub
                                        ---------------------------------------
                                        Paul Golub, Trustee


                                        ---------------------------------------
                                        Henry Beyer

                                        Fresh America Corp.


                                        By:_____________________________________
                                          Cheryl Taylor, Chief Financial Officer

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