AMENDMENT AND
CANCELLATION OF
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT  



        THIS
AGREEMENT, made and entered into as of the 5th day of December, 2005, by
and among FRESH BRANDS, INC., a Wisconsin corporation (the “Company”),
PILLOW ACQUISITION CORP., a Wisconsin corporation (“Certified”), and
WALTER G. WINDING, III (the “Executive”). 



W I T N E S S E T H : 



        WHEREAS,
the Executive and the Company entered into that certain Key Executive Employment and
Severance Agreement dated January 31, 2002 (the “KEESA”) to ensure that any
proposal for a change in control or acquisition of the Company will be considered by the
Executive objectively, with reference only to the best interests of the Company and its
shareholders and without undue regard for the Executive’s personal interests; 



        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 this date (the
“Merger Agreement”) that provides for the merger of Certified and the Company
(the “Merger”); 



        WHEREAS,
the Company, Certified and Executive have agreed, in connection with the proposed Merger,
to terminate the Executive’s KEESA (other than the provisions providing for a
gross-up payment for Internal Revenue Code Section 280G excise taxes subject to the
provisions of the Agreement) in exchange for a cash payment to be made in part upon the
execution of this Agreement and in part upon the Effective Time, as that term is defined
in the Merger Agreement; 



        WHEREAS,
the KEESA may be considered a deferred compensation agreement within the meaning of Code
Section 409A; 



        WHEREAS,
pursuant to IRS Notice 2005-1, Q&A-19, a deferred compensation arrangement may be
amended prior to December 31, 2005 to provide for a new time of payment; 



        WHEREAS,
pursuant to the KEESA, the amounts payable under the KEESA are paid upon a separation from
service, and the parties desire that, in order to effectuate the agreement between
Certified and Executive, payment now be made in part upon the execution of this Agreement
and in part upon the Effective Time of the Merger, which is considered a Change in Control
under Code Section 409A; 



        WHEREAS,
the parties desire to amend the KEESA to reflect the new payment dates and provide for the
payment of the value of the KEESA to the Executive as set forth in this Agreement; 



        WHEREAS,
the portion of the payment made upon the execution of this Agreement is not intended to be
returned to the Company in any circumstances, including the termination of the Merger; and 



        WHEREAS,
the parties desire to amend the provisions of the KEESA that will remain in effect after
the Effective Time of the Merger for purposes of complying with Code Section 409A to
the extent applicable. 












        NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 



        1.    Amendment
of KEESA. Effective on the date hereof, the KEESA is amended to           provide
that:  




	 	        a.              Upon
the execution of this Agreement by the Executive and the Company, the           Company
shall promptly pay to Executive twenty-five thousand dollars ($25,000);           and  







	 	        b.              Subject
to the provisions of Section 3 of this Agreement, if the Executive is           employed
by the Company immediately prior to the Effective Time, the Company           shall pay
to Executive on the Effective Time three hundred and sixty-nine           thousand five
hundred dollars ($369,500).  







For the avoidance of doubt, the
payment pursuant to Section 1(a) is not intended to be returned to the Company in any
circumstances, including the termination the Merger; the payment pursuant to Section 1(b)
is subject to adjustment or repayment in the manner provided in Section 3. 



        2.    Termination
of KEESA. On the Effective Time, the KEESA shall terminate,           except for the
provisions of Section 9(c) (280G gross-up provisions), Section 15           (Expenses and
Interest), and Section 22 (Governing Law; Resolution of Disputes),           which shall
survive the termination of the KEESA and shall apply to this           Agreement as if
incorporated herein by reference; provided that Section           9(c) shall be
amended to provide that the Company shall pay (or cause to be           paid) or
distribute (or cause to be distributed) to or for the benefit of           Executive such
amounts as are then due to Executive under Section 9(c) of the           KEESA no later
than 21⁄2 months after the end of the calendar year in which           the payment
under Section 1 of this Agreement is made. For each subsequent           calendar year,
the Company shall pay (or cause to be paid) or distribute (or           cause to be
distributed) to or for the benefit of the Executive such additional           amounts
then due as required by Section 9(c) of the KEESA on March 15th (or as           soon as
practicable thereafter) of the following calendar year. Notwithstanding           the
foregoing, the gross-up provisions of Section 9(c) of the KEESA shall be
          modified as set forth in Section 3 of this Agreement.  




        3.    Representations
and Adjustments.  




	 	        a.    Representations
and Warranties. As an inducement to enter into this           Agreement, the
Executive makes the following representations and warranties to           the Company and
to Certified:  







	 	        i.              The
amount of taxable income received by the Executive from the Company and
          reported by the Company to the Executive on box 7 of Form 1099 was, in the
          aggregate for each year, at least equal to $128,000, $110,657, $104,757, and
          $204,999, for calendar years 2001 through 2004, respectively, and such amounts
          were true and accurate.  







	 	        ii.              The
amount of taxable income the Executive expects the Company to report to him           on
box 7 of Form W-2 is, in the aggregate, $135,000 for calendar year 2005.  








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	 	        iii.              The
Executive is unaware of the existence of any facts or circumstances that           cause
him to believe that he will receive an “excess parachute           payment” (as
defined in Treas. Reg. § 1.280G-1, Q&A 3) from the           Company.  







	 	        b.    Violation
of Representations and Warranties. In the event the amounts of           income
includable in the gross compensation of the Executive are less than the           amounts
reported in Sections 3(a)(i) and 3(a)(ii), then this Section 3(b) shall           apply.  







	 	        i.              If
the Representations and Warranties set forth in Section 3(a) above are found
          not to be true and correct representations of the Executive’s
          “includable compensation” for purposes of Internal Revenue Code
          Section 280G on or before the Effective Time, then the payment made pursuant to
          Section 1(b) shall be reduced by 60% of such shortfall (i.e., reduced by
          $0.60 for each $1.00 of any such shortfall). If the Representations and
          Warranties set forth in Section 3(a) above are found not to be true and correct
          representations of the Executive’s “includable compensation” for
          purposes of Internal Revenue Code Section 280G after the Effective Time, then
          the Executive shall return the amount of such shortfall to the Company from the
          payment made pursuant to Section 1(b).  







	 	        ii.              The
Company shall not be obligated to provide a gross-up payment pursuant to
          Section 9(c) of the KEESA if such gross-up is attributable to the inaccuracy of
          any representation made in Section 3(a) of this Agreement.  







	 	        c.     Excess
Parachute Payment Due to Payment of KEESA in 2005. If upon           subsequent
audit, the payment made pursuant to Section 1(a) causes that payment           together
with the payment made pursuant to Section 1(b) to result in an           “excess
parachute payment” that would not otherwise result if the           amount specified
in Section 1(a) were paid upon the Effective Time, then the           Executive shall
repay the amount from the amount paid pursuant to Section 1(b),           if any, that
causes the Executive to avoid the excise tax imposed by Section           4999 of the
Code imposed as a result of the payment of the amount specified in           Section 1(a)
in 2005 instead of at the Effective Time. The Company shall not be           obligated to
provide a gross-up payment pursuant to Section 9(c) of the KEESA if           such
gross-up is attributable to the payment of the amount specified in Section           1(a)
in 2005 instead of at the Effective Time.  







	 	        d.    Change
in Law. In the event of amendment of Section 280G of the Internal           Revenue
Code between the date of this Agreement and the Effective Time, the           payment in
Section 1(b) shall be adjusted downward to the minimum amount           necessary to
avoid the imposition of an excise tax under Internal Revenue Code           Section 4999,
or a reduction of its income tax deduction pursuant to Section           280G for an
“excess parachute payment” (or any equivalent term under           successor
law).  







        4.    Compensation
in the Ordinary Course of Business. The Executive will not           accept payment
from the Company in 2005 other than (i) the payment s for           services actually
rendered to the Company in timing and amount consistent with           past practices,
and (ii) the payment(s) provided under this Agreement. If the           Executive accepts
such compensation and as a result receives an “excess           parachute payment,” the
Company shall not be obligated to provide an excise           tax gross-up payment
pursuant to Section 9(c) of the KEESA.  





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        5.    Affiliated
Group. For purposes of Sections 1, 3 and 4 of this Agreement,           the term
“Company” shall include any member of its affiliated group,           as
determined in accordance with Treas. Reg. § 1.280G-1, Q&A 46.  




        6.    Successors.
Upon the Effective Time, the term “Company” as used           in this Agreement
shall mean Certified. If, after the Effective Time, the           Company sells, assigns
or transfers all or substantially all of its business and           assets to any person,
or if the Company merges into or consolidates or otherwise           combines with any
person, then the Company shall assign all of its right, title           and interest in
this Agreement as of the date of such event to such person, and           the term “Company” shall
thereafter mean such person. This Agreement           and all rights of the Executive
shall inure to the benefit of and be enforceable           by the Executive’s
personal or legal representatives, executors,           administrators, heirs and
beneficiaries.  




[Signature page to
follow]  



























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



		
		FRESH BRANDS, INC.
	
 	By:  /s/ Louis E. Stinebaugh
		        Louis E. Stinebaugh
		        President and Chief Operating Officer
	
 	PILLOW ACQUISITION CORP.
	
 	By:  /s/ Kenneth R. Koester
		        Kenneth R. Koester
		        President and Chief Executive Officer
	
 	EXECUTIVE
	
 	/s/ Walter G. Winding
		Walter G. Winding, III
		Address: W312 N6422 Beaver Lake Road
		Hartland, WI 53029























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