FIRST AMENDMENT TO
                                 LOAN AGREEMENT

          THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "First Amendment"), dated
as of December 19, 2001, amends the Loan Agreement by and among FRESH BRANDS,
INC., a Wisconsin corporation, FRESH BRANDS DISTRIBUTING, INC., a Wisconsin
corporation, DICK'S SUPERMARKETS, INC., a Wisconsin corporation as successor in
interest to Schultz Acquisition Corp. (collectively, "Co-Borrowers" and
individually a "Co-Borrower"), M&I MARSHALL & ILSLEY BANK, a Wisconsin banking
corporation ("M&I") and FIRSTAR BANK, N.A., a national banking association
("Firstar") (collectively, the "Banks" and individually a "Bank"), dated as of
June 16th, 2001.

          1. Definitions. Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Loan Agreement.

          2. Amendments. The parties hereby agree to amend the Loan Agreement as
follows:

          (A) Section 5(a)(i) Tangible Net Worth is deleted in its entirety and
the following inserted in its place:

          Tangible Net Worth. Permit Tangible Net Worth at the end of each
          fiscal quarter to be less than Twenty Million Dollars
          ($20,000,000.00), plus 50% of their consolidated positive Net Earnings
          arising on or after January 1, 2001.

          3. Conditions Precedent. This First Amendment shall become effective
on the date that the Banks shall have received each of the following (the
"Effective Date"):

          (A) this First Amendment, duly executed by an authorized
representative of the Co-Borrowers and the Banks;

          (B) a copy of the resolutions of the Boards of Directors of the
Co-Borrowers authorizing the execution, delivery and performance of this First
Amendment and all other matters contemplated hereby, certified for accuracy and
due adoption by an authorized officer of the Co-Borrowers as of the date of this
First Amendment; and

          (C) such other documentation as the Banks may reasonably request.

          4. Representations and Warranties. The Co-Borrowers certify that the
representations and warranties contained in the Loan Agreement are true and
correct as of the date of this First Amendment, and that, after giving effect to
the transactions contemplated by this First Amendment, no condition, event, act
or omission has occurred which would constitute a Default or Event of Default
under the Loan Agreement.

          5. Full Force and Effect. Except as provided herein, all of the terms
and conditions set forth in the Loan Agreement, and all additional documents
entered into in connection with the Loan Agreement, shall remain unchanged and
shall continue in full force and effect as originally set forth.
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          6. Binding Effect. This First Amendment shall be binding upon the
parties hereto and their respective successors and assigns.

          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first listed above.

                                      CO-BORROWERS:

                                      FRESH BRANDS, INC.


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

                                      FRESH BRANDS DISTRIBUTING, INC.


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

                                      DICK'S SUPERMARKETS, INC.


                                      By: /s/ Robert Brodbeck
                                         ---------------------------------------
                                      Robert Brodbeck, President

                                      BANKS:

                                      M&I MARSHALL & ILSLEY BANK


                                      By: /s/ Ronald J. Carey
                                         ---------------------------------------
                                      Ronald J. Carey, Vice President

                                      ATTEST:


                                      By: /s/ Thomas F. Bickelhaupt
                                         ---------------------------------------
                                      Thomas F. Bickelhaupt, Vice President

                                      FIRSTAR BANK, N.A.


                                      By: /s/ Caroline V. Krider
                                         ---------------------------------------
                                      Caroline V. Krider, Vice President and
                                      Senior Lender

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