0000928385-01-501758 Sample Contracts

Exhibit C SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 14th, 2001 • Fresh America Corp • Wholesale-groceries & related products • Texas
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WARRANT ------- NORTH TEXAS OPPORTUNITY FUND LP -------------------------------
Warrant Agreement • September 14th, 2001 • Fresh America Corp • Wholesale-groceries & related products

This Warrant is issued under, and the rights represented hereby are subject to the terms and provisions contained in, the Agreements, all terms and provisions of which the registered holder of this Warrant, by acceptance of this Warrant, assents. Reference is hereby made to the Agreements for a more complete statement of the rights and limitations of rights of the registered holder of this Warrant and the rights and duties of the Company under this Warrant. Copies of the Agreements are on file at the office of the Company.

Exhibit B SECURITIES EXCHANGE AND PURCHASE AGREEMENT
Securities Exchange and Purchase Agreement • September 14th, 2001 • Fresh America Corp • Wholesale-groceries & related products • Texas
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