AGREEMENT OF SUBSTITUTION AND
                          AMENDMENT OF RIGHTS AGREEMENT

     This Agreement of Substitution and Amendment of Rights Agreement (the
"Amendment") is entered into as of August 19, 2002, by and between Fresh Brands,
Inc., a Wisconsin corporation (the "Company") and American Stock Transfer and
Trust Company, a New York banking corporation ("AST").

                                    RECITALS

A.   On or about October 12, 2001, the Company entered into a Common Shares
     Rights Agreements (the "Rights Agreement") with Firstar Bank, N.A., a
     National Banking Association (the "Predecessor Agent"), pursuant which the
     Predecessor Agent agreed to act as the Company's rights agent.

B.   Predecessor Agent was chosen as the Company's rights agent because
     Predecessor Agent was the Company's transfer agent and performed certain
     other related services.

C.   Predecessor Agent has indicated that it will cease performing transfer
     agent and related services.

D.   The Company wishes to remove the Predecessor Agent and substitute AST as
     rights agent pursuant to Section 21 of the Rights Agreement, and AST wishes
     to accept such substitution.

E.   The Company has given the Predecessor Agent notice of removal of the
     Predecessor Agent as rights agent.

                                    AGREEMENT

     NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:

     1.   Section 21 of the Rights Agreement is deleted and replaced by the
following:

          Section 21. Change of Rights Agent. The Rights Agent or any successor
     Rights Agent may resign and be discharged from its duties under this
     Agreement upon 30 days' notice in writing mailed to the Company and to each
     transfer agent of the Common Shares by registered or certified mail, and to
     the holders of the Right Certificates by first class mail. The Company may
     remove the Rights Agent or any successor Rights Agent upon 30 days' notice
     in writing, mailed to the Rights Agent or successor Rights Agent, as the
     case may be, and to each transfer agent of the Common Shares by registered
     or certified mail, and to the holders of the Right Certificates by first
     class mail. If the Rights Agent shall resign or be removed or shall
     otherwise become incapable of acting, the Company shall appoint a successor
     to the Rights Agent. If the Company shall fail to make such appointment
     within a period of 30 days after giving

<PAGE>

     notice of such removal or after it has been notified in writing of such
     resignation or incapacity by the resigning or incapacitated Rights Agent or
     by the holder of a Right Certificate (who shall, with such notice, submit
     his Right Certificate for inspection by the Company), then the registered
     holder of any Right Certificate may apply to any court of competent
     jurisdiction for the appointment of a new Rights Agent. Any successor
     Rights Agent, whether appointed by the Company or by such a court, shall be
     (a) a corporation authorized to do business as a banking institution,
     organized and doing business under the laws of the United States, of the
     State of Wisconsin or of the State of New York, in good standing, having an
     office in the State of Wisconsin or the State of New York (or, in the
     discretion of the Board of Directors of the Company, any other state of the
     United States), which is authorized under such laws to exercise corporate
     trust or stock transfer powers and is subject to supervision or examination
     by federal or state authority and which has at the time of its appointment
     as Rights Agent a combined capital and surplus of at least $10 million, or
     (b) an Affiliate of a corporation described in clause (a) of this sentence.
     After appointment, the successor Rights Agent shall be vested with the same
     powers, rights, duties and responsibilities as if it had been originally
     named as Rights Agent without further act or deed; but the predecessor
     Rights Agent shall deliver and transfer to the successor Rights Agent any
     property at the time held by it hereunder, and execute and deliver any
     further assurance, conveyance, act or deed necessary for the purpose. Not
     later than the effective date of any such appointment the Company shall
     file notice thereof in writing with the predecessor Rights Agent and each
     transfer agent of the Common Shares, and mail a notice thereof in writing
     to the registered holders of the Right Certificates. Failure to give any
     notice provided for in this Section 21, however, or any defect therein,
     shall not affect the legality or validity of the resignation or removal of
     the Rights Agent or the appointment of the successor Rights Agent, as the
     case may be.

     2.   The Company hereby appoints AST as rights agent pursuant to Section 21
of the Rights Agreement, to serve in that capacity for the consideration and
subject to all of the terms and conditions of the Rights Agreement, as amended
by this Amendment.

     3.   AST hereby accepts the appointment as rights agent pursuant to Section
21 of the Rights Agreement and agrees to serve in that capacity for the
consideration and subject to all of the terms and conditions of the Rights
Agreement, as amended by this Amendment.

     4.   From and after the effective date hereof, each and every reference in
the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to
AST.

     5.   Section 26(b) of the Rights Agreement is amended to substitute the
following address for the address of the Predecessor Agent:

          If to AST:        American Stock Transfer & Trust Company
                            59 Maiden Lane
                            New York, NY  10038
                            Attention:   Corporate Trust Department
<PAGE>

     6.   Except as expressly modified herein, the Right Agreement shall remain
in full force and effect.

     7.   This Amendment may be executed in one or more counterparts, each of
which shall together constitute one and the same document.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the dated indicated above.

ATTEST:                                  FRESH BRANDS, INC.


By: /s/ Armand C. Go                     By: /s/ Elwood F. Winn
    --------------------------------         ---------------------------------
    Armand C. Go                             Elwood F. Winn
    Vice President, Chief Financial          President and Chief Executive
    Officer, Treasurer and Secretary         Officer

ATTEST:                                  AMERICAN STOCK TRANSFER & TRUST COMPANY


By:     /s/ Susan Silber                 By:      /s/ Herbert J. Lemmer
    --------------------------------         ---------------------------------
Name:   Susan Silber                     Name:    Herbert J. Lemmer
      ------------------------------           -------------------------------
Title:  Assistant Secretary              Title:   Vice President
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