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                                                                    Exhibit 10.7

                                PROMISSORY NOTE

$1,233,043.00                                                   February 5, 2002

         FRESH AMERICA CORP., a Texas corporation ("Maker"), for value received,
hereby promises to pay to the order of JOSEPH M. COGNETTI, an individual
residing in Lackawanna County, Pennsylvania (the "Holder"), his successors and
permitted assigns, the principal sum of One Million Two Hundred Thirty-three
Thousand Forty-three Dollars and 00/100 cents ($1,233,043.00).

1.       Terms of this Note.

         1.1 Principal and Interest. The principal of this Note will be due and
payable in cash in its entirety on the earlier to occur of (i) January 7, 2003
or (ii) the date of payment or refinancing in full of the Senior Indebtedness
(the earlier of such dates being hereinafter referred to as the "Maturity
Date"). This Note will accrue interest, such interest to accrue monthly as of
the last day of each month beginning January 2002, at five (5%) percent per
annum and to be due and payable on a quarterly basis beginning April 1, 2002.

         For purposes of this Note, the term "Senior Indebtedness" shall mean
and include all indebtedness, obligations and liabilities of the Maker, whether
currently outstanding or hereafter incurred, under that certain Restated
Business Loan Agreement (the "Bank of America Loan Agreement") dated as of
February 2, 1998, by and between the Maker and Bank of America, N.A., an
national banking association (together with its successors and assigns, "Bank of
America"), as the same has been and may be amended, revised, extended or
increased from time to time.

         This Note is being executed and delivered to evidence Maker's
obligations to Holder pursuant to the terms of that certain Stock Purchase
Agreement dated December 14, 1998, by and among Holder, Hereford Haven, Inc. and
the Maker (as amended, modified or restated from time to time, the "Stock
Purchase Agreement"), and represents the unpaid cash payment (the, "Deferred
Purchase Price Payment") currently due and payable, by Maker to Holder
thereunder.

         1.2 Payments. All payments on or in respect of this Note will be made
in such coin and currency of the United States as at the time of payment is
legal tender for the payment of` public and private debts, by cashier's check,
delivered to the Holder's place of business at the address set forth herein, or,
at the option of the Holder, in such manner and at such other place in the
United States as the Holder shall have designated to the Maker in writing
pursuant to the provisions of this Note.

         1.3 Conformance with Laws. Notwithstanding any other term of this Note
to the contrary, it is the intention of the Maker and the Holder to conform
strictly to any applicable usury laws. Accordingly, if after the date hereof,
this Note is amended to provide for interest or the Holder otherwise charges or
receives any consideration that constitutes interest in excess of the maximum
rate permitted by applicable law (the "Maximum Rate"), then such excess will be
canceled automatically and if previously paid will, at the Holder's option, be
applied to the

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outstanding principal amount under this Note or refunded to the Maker. In
determining whether any interest exceeds the Maximum Rate, such interest will,
to the extent permitted by applicable law, be amortized, prorated, allocated and
spread in equal parts throughout the term of this Note. All agreements in this
Note made are expressly limited so that in no event whatsoever, whether by
reason of advancement of the proceeds of this Note, acceleration of maturity of
the unpaid balance of this Note or otherwise, will the amount paid or agreed to
be paid to the Holder for the use of the money advanced or to be advanced under
this Note exceed an amount calculated at the Maximum Rate. If any circumstances
whatsoever, including the fulfillment of any provision of this Note or any other
agreement or instrument now or hereafter evidencing, securing or in any way
relating to the indebtedness evidenced by this Note, will involve the payment of
interest in excess of an amount calculated at the Maximum Rate, then, ipso
facto, the obligation to pay interest under this Note will be reduced to such
amount. This Section will control every other provision in any and all other
agreements and instruments existing or hereafter arising between the Maker and
the Holder with respect to the indebtedness evidenced by this Note.

         1.4 Prepayment. This Note may be prepaid by the Maker without the prior
consent of the Holder and the holder(s) of Senior Indebtedness. Any prepayment
to which the Holder consents will be applied first against accrued and unpaid
expenses owing under this Note (if any), then against unpaid principal.

         1.5 Waivers. The Maker waives diligence, presentment, demand, protest
and notice of every kind whatsoever. The failure of the Holder to exercise any
of its rights under this Note in any particular instance will not constitute a
waiver of the same or of any other right in that or any subsequent instance. In
the event this Note is placed in the hands of an attorney for collection, or if
the Holder incurs any costs incident to the collection of the indebtedness
evidenced by this Note, the Maker will pay to the Holder an amount equal to all
such costs, including all actual reasonable attorneys' fees and expenses and all
court costs.

2.       Events of Default and Remedies.

         2.1 Events of Default. An "Event of Default" will exist if any of the
following occurs and is continuing:

                  (a) the Maker fails to make any payment of principal or any
         other payment obligation of any nature pursuant to this Note, when and
         as the same will become due and payable, whether by acceleration or
         otherwise; or

                  (b) the Maker defaults in the performance or observance of any
         other covenant, condition, undertaking or agreement contained in this
         Note, and such default continues for five (5) days without being cured
         after notice of such breach is given to the Maker by the Holder; or

                  (c) the Maker (i) files a petition seeking relief for itself
         under the United States Bankruptcy Code, as now constituted or
         hereafter amended, or files an answer consenting to, admitting the
         material allegations of or otherwise not controverting, or fails to
         timely controvert a petition filed against it seeking relief under the
         United States Bankruptcy Code, as now constituted or hereafter amended,
         or (ii) files such petition or

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         answer with respect to relief under the provisions of any other now
         existing or future applicable bankruptcy, insolvency or other similar
         law of the United States or any State thereof or of any other country
         having jurisdiction providing for the reorganization, winding-up or
         liquidation of corporations or an arrangement, composition, extension
         or adjustment with creditors; or

                  (d) an order for relief is entered against the Maker under the
         United States Bankruptcy Code, as now constituted or hereafter amended,
         which order is not stayed; or upon the entry of an order, judgment or
         decree by operation of law or by a court having jurisdiction in the
         premises which is not stayed adjudging: the Maker bankrupt or insolvent
         under, or ordering relief against it or them under, or approving a
         properly filed petition seeking relief against it or them under the
         provisions of any other now existing or future applicable bankruptcy,
         insolvency or other similar law of the United States or any State
         thereof or of any other country or jurisdiction providing for the
         reorganization, winding-up or liquidation of corporations or any
         arrangement, composition, extension or adjustment with creditors, or
         appointing a receiver, liquidator, assignee, sequestrator, trustee or
         custodian of the Maker or of any substantial part of its or their
         property, or ordering the reorganization, winding-up or liquidation of
         its or their affairs, or upon the expiration of ninety (90) days after
         the filing of any involuntary petition against the Maker seeking any of
         the relief specified in this subsection (d) or the preceding subsection
         (e) without the petition being dismissed prior to that time; or

                  (e) the Maker (i) makes a general assignment for the benefit
         of creditor, or (ii) consents to the appointment of or taking
         possession by a receiver, liquidator, assignee, sequestrator, trustee
         or custodian of all or a substantial part of its property, or (iii)
         admits its insolvency or inability to pay its debts generally as such
         debts become due, or (iv) fails generally to pay its debts as such
         debts become due, or (v) takes any action (or if such action is taken
         by its Directors or majority stockholders) looking to its dissolution
         or liquidation.

2.2      Remedies.

                  (a) In case any one or more of the Events of Default specified
         in Section 2.1 has occurred and is continuing, the Holder will have the
         right to accelerate payment of the entire principal of, and all
         interest (if any) accrued on, this Note, and, upon such acceleration,
         this Note will thereupon become forthwith due and payable, without any
         presentment, demand, protest or other notice of any kind, all of which
         are expressly waived, and the Maker will forthwith pay to the Holder
         the entire outstanding principal of this Note. With respect to an Event
         of Default under Section 2.1(c), (d) or (e), acceleration will be
         automatic.

                  (b) The Holder may further proceed to protect and enforce its
         rights with respect to this Note either by suit, in equity and/or by
         action at law, or by other appropriate proceedings, whether for
         specific performance (to the extent permitted by applicable law or
         equitable principles) of any covenant or agreement contained in this
         Note, or in aid of the exercise of any power granted in this Note, or
         may proceed to

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         enforce payment of this Note or to enforce any other legal or equitable
         right of the Holder.

                  (c) No course of dealing on the part of the Holder or any
         delay or failure on the part of the Holder to exercise any right will
         operate as waiver of such right or otherwise prejudice the Holder's
         rights, powers and remedies.

3.       Notations of Payment; Registration; Exchange; Replacement of Note.

                  (a) Notation of Notes on Payment. Upon any partial payment of
                      ----------------------------
         this Note, the holder of this Note shall use its reasonable best
         efforts to, at its option:



                           1. surrender this Note to the Maker upon receipt from
                  the: Maker of a new promissory note (a "Replacement Note") in
                  a principal amount equal to the principal amount remaining
                  unpaid on the surrendered Note and consistent with the ten-ns
                  of this Note;

                           2. make such Replacement Note available to the Maker
                  for notation thereon of the portion of the principal so paid;
                  or

                           3. mark such Replacement Note with a notation thereon
                  of the portion of the principal so paid;

         provided, however, that any error in the notation of the principal
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         amount of any Replacement Note that has been partially prepaid shall
         not affect the Maker's obligations with respect to the payment of the
         actual remaining principal amount of such Replacement Note. In case
         the entire principal amount of any Replacement Note is paid, then; at
         the request of the Maker following such payment, such Replacement Note
         shall be surrendered to the Maker for cancellation and shall not be
         reissued, and no Replacement Note shall be issued in lieu of the paid
         principal amount of any previous Replacement Note.

                  (b) Registration of Certain Maker Securities. The Maker will
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         keep at its office, a register for the registration and transfer of
         this Note and any Replacement Notes. The name and address of each
         holder of this Note and any Replacement Notes each transfer thereof and
         the name and address of each transferee shall be registered in the
         applicable register. The person in whose name this Note and any
         Replacement Note shall be registered shall be deemed and treated as the
         owner and holder thereof for all purposes hereof, and the Maker shall
         not be affected by any notice or knowledge to the contrary.

                  (c) Sale or Transfer of Notes. Neither this Note nor any of
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         the rights, interests or obligations under this Note may be assigned,
         sold, pledged, exchanged or make such Replacement Note available to the
         Maker for notation thereon of the portion of the principal so paid, or
         transferred, as the case may be, by either the Maker or the Holder
         without the prior written consent of the other party.

                  (d) Replacement of Note. Upon receipt by the Maker from the
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         registered holder of this Note or any Replacement Note of evidence
         reasonably satisfactory to the

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         Maker of the loss, theft, destruction or mutilation of this Note or any
         Replacement Note (which evidence shall be, in the case of an
         institutional investor, notice from such institutional investor of such
         loss, theft, destruction or mutilation), and

                                    1. in the case of loss, theft or
                           destruction, of indemnity reasonably satisfactory to
                           such the Maker (provided, however, that if the holder
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                           of this Note or any Replacement Note is an
                           institutional investor of reasonably satisfactory
                           financial standing, such holder's own unsecured
                           agreement of indemnity shall be deemed to be
                           satisfactory for such purpose); or

                                    2. in the case of mutilation, upon surrender
                           and cancellation thereof; the Maker at its own
                           expense will execute and, within five (5) business
                           days after such receipt, deliver, in lieu thereof, a
                           substitute promissory note that will be dated and
                           bear interest from the date to which interest shall
                           have been paid on such lost, stolen, destroyed or
                           mutilated Note or Replacement Note or dated the date
                           of such lost, stolen, destroyed or mutilated Note or
                           Replacement Note if no interest shall have been paid
                           thereon.

4.       Miscellaneous.

         4.1 Jurisdiction. Any action or proceeding seeking to enforce any
provision of this Note must be brought in any of the courts of the State of
Pennsylvania sitting in Lackawanna County, or, if it has or can acquire
jurisdiction, in the United States District Court for the Middle District of
Pennsylvania, and each of the Maker and the Holder consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue in such courts. In
the event the Holder commences any action or proceeding seeking to enforce any
provision of this Note in any other jurisdiction, the Maker will be entitled to
have such action or proceeding transferred to one of the jurisdictions described
above, or, if such transfer may not be accomplished under applicable law, to
have such action or proceeding dismissed without prejudice.

         4.2 Amendment and Waiver. This Note may be amended, and the observance
of any term of this Note may be waived or consented to, with and only with the
written consent of the Maker and the Holder; provided, however, that no such
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amendment shall adversely affect the rights of the holders of Senior
Indebtedness without the written consent of such holders.

         4.3 Waiver. Any waiver or failure to insist upon strict compliance with
any obligation, covenant, agreement or condition of this Note will not operate
as a waiver of, or estoppel with respect to, any subsequent or other failure.
Any waiver of any provision of this Note shall be made pursuant to the
provisions of Section 4.6.

         4.4 Press Releases and Public Announcements. Neither the Holder nor the
Maker may issue any press release or make any public announcement (each a
Communication") relating to the subject matter of this Note without prior
written approval of (a) in the event of a Communication by the Maker or a holder
of this Note or Replacement Note other than the

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Holder hereof, the Holder and (b) in the event of a Communication by the Holder,
the Maker, and whenever practicable all such communications will be joint;
provided, that each of the Maker and the Holder may make any public disclosure
it believes in` good faith is required by applicable law (in which case the
disclosing party will advise the other party prior to making the disclosure).

         4.5 Additional Agreements. Subject to the terms and conditions of this
Note each of the Maker and the Holder agrees to use all reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Note. In
case at anytime after the date of this Note any further action is necessary or
desirable to carry out the purposes of this Note, the proper officers and
directors of the Holder and the Maker will take all such necessary action.

         4.6 Notices. All notices and other communications under this Note must
be in writing and will be deemed given (a) when received if delivered personally
or by courier (with written confirmation of receipt), (b) on the date of
transmission if sent by facsimile (with written confirmation of receipt), or (c)
five (5) days after being deposited in the mail if sent by registered or
certified mail (postage prepaid, return receipt requested) to the Holder or the
Maker, as the case may be, at the following addresses (or at such other address
as may be specified in a notice in accordance with this Section):


                  If to the Maker:

                  Fresh America Corp
                  1049 Avenue H East
                  Arlington, Texas 76011
                  Attention: Chief Executive Officer
                  Fax No.: (972) 774-0515

                  If to the Holder:

                  Joseph M. Cognetti
                  4 Overlook Road
                  Clarks Summit, PA 18411

                  With a copy to:

                  Foley Cognetti Comerford & Cognetti
                  Attention: Sal Cognetti, Jr., Esquire
                  507 Linden Street, Suite 700
                  Scranton, PA 18503
                  Fax No.: (570) 346-0745

         4.7 Assignment; Third Party Beneficiaries. This Note will be binding
upon and inure to the benefit of the Maker and the Holder, and their respective
successors and permitted

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assigns. This Note is not intended to confer any rights or remedies upon any
person except the Maker, the Holder and the holder(s) of Senior Indebtedness,
and their respective successors and permitted assigns.

         4.8 Governing Law. This Note will be governed by the laws of the State
of Texas without regard to the conflicts of law principles of any jurisdiction.

         4.9 Headings; Internal References. The article and section headings
contained in this Note are solely for reference, and will not affect in any way
the meaning or interpretation of this Note. Any references in this Note to an
article, section, paragraph or clause will be deemed to be a reference to the
article, section, paragraph or clause contained in this Note unless expressly
stated otherwise. As used in this Note, "including" means "including without
limitation."

         4.10 Entire Agreement. This Note has been executed and delivered solely
to evidence the Maker's obligations to the Holder in respect of the Deferred
Purchase Price Payment and, except for deferring the due date of the Deferred
Purchase Price Payment until the Maturity Date, nothing contained in this Note
is intended to amend, alter, or modify any of the respective rights or
obligations of either the Maker or the Holder under or with respect to the
transactions contemplated by the Stock Purchase Agreement. In addition, nothing
contained in this Note is intended to alter, as between the Holder and he
holder(s) of Senior Indebtedness, the relative payment priority of the Senior
Indebtedness and the Deferred Purchase Price Payment (regardless of whether such
payment priority exists and/or was established by operation of law or by
contract).

         4.1.1 Severability. If any ten-n, provision, covenant, agreement or
restriction of this Note is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants, agreements and restrictions: of this Note will continue in full force
and effect and will in no way be affected, impaired or invalidated.


                            [Signature Page Follows]


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MAKER:

FRESH AMERICA CORP.
                                             /S/ Cheryl A. Taylor
                                       ---------------------------
Name:      Cheryl A. Taylor
Title:     Chief Financial Officer



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