FRESH BRANDS, INC.
OPTION CANCELLATION
AGREEMENT 



THIS OPTION CANCELLATION
AGREEMENT, made this _____day of December, 2005, by and between FRESH BRANDS,
INC., a Wisconsin corporation (the “Company”), and [NAME OF OPTIONEE]
(“Optionee”). 



        WHEREAS,
the Company has established the Fresh Brands, Inc. 1995 Equity Incentive Plan (also known
as the Schultz Sav-O Stores, Inc. 1995 Equity Incentive Plan) (the “1995 Plan”)
and the Fresh Brands, Inc. 2001 Nonemployee Director Option Plan (also known as the
Schultz Sav-O Stores, Inc. 2001 Nonemployee Director Option Plan) (the “2001
Plan”) for the purpose of providing an additional incentive to key employees and
directors through stock ownership and a corresponding proprietary interest in the Company
through the award of options. 



        WHEREAS,
the Company granted to the Optionee the options specified on Exhibit A (the
“Option(s)”) under the 1995 Plan and/or the 2001 Plan. 



        WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger among Certified
Holdings, Inc., Pillow Acquisition Corp. and the Company, dated as of December 5 2005 (the
“Merger Agreement”) that provides for the merger of Pillow Acquisition Corp. and
the Company (the “Merger”) for a cash payment per share of Company common stock
of $7.05; 



        WHEREAS,
pursuant to the Merger Agreement and in order to effectuate the Merger, the Company is
required to cancel the Option(s); and 



        WHEREAS,
the Company and the Optionee desire to cancel the Option(s) in exchange for a cash
payment. 



        NOW,
THEREFORE, in consideration of the premises, the Company and the Optionee agree as
follows: 



1.       Cancellation
of the Option(s). The Company and the Optionee acknowledge           and irrevocably
agree that the Option(s) is hereby automatically surrendered,           canceled and
shall cease to exist immediately prior to the Effective Time of the           Merger, as
that term is defined in the Merger Agreement. In addition, from the           date of
execution of this Agreement to the Effective Time of the Merger, the           Optionee
irrevocably agrees not to exercise any of the Option(s).  



2.       Payment
to the Optionee. In consideration for the surrender and           cancellation of the
Option(s) and the Optionee’s irrevocable agreement to           refrain from
exercising the Option(s), the Company is hereby providing to the           Optionee a
cash payment of One Hundred dollars ($100.00). The payment, or any           other
payment to which the Optionee is entitled from the Company, shall be           reduced
for any required withholding taxes due as a result of the payment           hereunder.  



3.       Release.
Effective immediately, but subject to paragraph 1 and the           Effective Time of the
Merger, the Optionee, on behalf of himself/herself and           his/her heirs, assigns,
executors, administrators, personal representatives and           other successors, and
in any and all capacities hereby unconditionally releases           and forever
discharges the Company, Certified Holdings, Inc.,Pillow           Acquisition
Corp., and their respective affiliates, divisions, subsidiaries,           employees,
officers, directors, agents, accountants, attorneys, shareholders,           successors,
trustees, beneficiaries, heirs and assigns from, without limitation,           any and
all claims, awards, damages, obligations, promises, complaints, demands,
          liabilities and charges, or any other compensation whatsoever, whether known or
          unknown, now or hereafter accrued, arising or in any way related to the
          Option(s), including but not limited to the Optionee’s right to receive a
          cash payment following a change in control as provided in the option agreement.  












4.       Representations
and Warranties of Optionee. Optionee hereby represents,           warrants and
covenants that: (a) Optionee is the sole beneficial and record           owner and holder
of the Option(s), which Option(s) are free and clear of any           liens, claims,
options, charges, third party rights or other encumbrances           (including, without
limitation, restrictions on rights of disposition other than           those imposed by
applicable laws); (b) Optionee has fully power and authority to           make, enter
into and carry out the terms of this Agreement; (c) Optionee has           duly executed
and delivered this Agreement; and (d) this Agreement constitutes a           valid and
binding obligation of Optionee.  



5.       Further
Assurances. Optionee hereby covenants and agrees to execute and           deliver any
additional documents and take any other actions necessary or           desirable to carry
out the purpose and intent of this Agreement, including,           without limitations,
any actions required to cancel the Option(s).  



6.       Law
Governing. This Agreement may not be modified or terminated orally,           and
shall be construed and interpreted according to the internal laws of the           State
of Wisconsin, excluding any choice of law rules that may direct the           application
of the laws of another jurisdiction.  



7.       Binding
Effect. The provisions of this Agreement shall be binding upon           and shall
inure to the benefit of the parties and their respective heirs,           personal
representatives, successors and assigns.  



8.       Entire
Agreement. This Agreement constitutes the final, complete and           exclusive
agreement between the parties with respect to the matters set forth           herein, and
supersedes all prior agreements, promises, covenants, arrangements,
          communications, representations or warranties, whether oral or written, by an
          officer, employee or representative of any party hereto.  



9.       Amendment.
This Agreement may be amended, modified and supplemented only           by a written
agreement between the parties hereto which states that it is           intended to be a
modification of this Agreement.  



10.       Counterparts.
This Agreement may be executed in one or more counterparts,           each of which shall
be deemed an original, but all of which together shall           constitute one and the
same instrument.  



11.       Headings.
The headings in this Agreement are inserted for convenience           only and shall not
constitute a part hereof.  



        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above. 



	OPTIONEE	FRESH BRANDS, INC.
	

_______________________________	By:  ________________________________________
	[Name of Optionee]	        Louis E. Stinebaugh, President and
		        Chief Operating Officer







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EXHIBIT A 



LIST OF OPTION(S) 



	

	Grant Date	Number of Options	Exercise price
	

	
































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