GUARANTY 



        THIS
GUARANTY (this “Guaranty”) is made as of the 5th day of December,
2005, by CERTIFIED GROCERS MIDWEST, INC., an Illinois corporation (“Guarantor”),
for the benefit of FRESH BRANDS, INC., a Wisconsin corporation (“Company”), in
connection with the Merger Agreement referred to below. 



WITNESSETH: 



        WHEREAS,
on the date hereof, Company has entered into that certain Agreement and Plan of Merger
(the “Merger Agreement”), by and among Company, Certified Holdings, Inc., a
Delaware corporation (“Parent”), and Pillow Acquisition Corp., a Wisconsin
corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”),
pursuant to which Acquisition Sub will merge with and into Company (the
“Merger”), with Company continuing as the surviving corporation in the Merger
(Company as the surviving corporation in the Merger being referred to herein as
“Surviving Corporation”), upon the terms and subject to the conditions set forth
in the Merger Agreement; and 



        WHEREAS,
the Merger Agreement provides that, generally speaking, upon the effective time of the
Merger, each share of Company’s common stock, $0.05 par value per share, issued and
outstanding immediately prior to the effective time shall be canceled and be converted
into the right to receive $7.05 in cash payable to the holder thereof, without interest
(the “Merger Consideration”), upon surrender of the certificate representing
such share; and 



        WHEREAS,
in order to induce Company to enter into the Merger Agreement, Guarantor is executing and
delivering this Guaranty whereby Guarantor shall guarantee the payment by Parent when due
of the aggregate Merger Consideration. 



        NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows: 



        SECTION
1.            Definitions.  Terms defined in the Merger  Agreement and not otherwise
 defined herein have, as used herein,  the respective meanings provided for in the Merger
Agreement. 




        SECTION
2.          Representations, Warranties and Covenants.  Guarantor represents and warrants
to Company that: 




	 	        (A)              Guarantor
is a corporation duly organized, validly existing and in good standing           under
the Laws of the State of Illinois. Guarantor has all requisite corporate           power
and authority to execute and deliver this Guaranty and to carry out the
          transactions contemplated hereby.  
















	 	        (B)              The
execution and delivery of this Guaranty and the consummation of the
          transactions contemplated hereby have been duly authorized and approved by the
          board of director of Guarantor. No other or further corporate act or proceeding
          on the part of Guarantor or its shareholders is necessary to authorize or
          approve this Guaranty or the consummation of the transactions contemplated
          hereby. This Guaranty constitutes a valid and binding agreement of Guarantor,
          enforceable against it in accordance with its terms, except as such may be
          limited by bankruptcy, insolvency, reorganization or other laws affecting
          creditors’ rights generally, and by general equitable principles.  







	 	        (C)              Neither
the execution and delivery of this Guaranty nor the consummation by           Guarantor
of the transactions contemplated hereby (i) will violate any Laws or           Orders of
any Governmental Entity applicable to Guarantor, (ii) will require any
          authorization, consent, approval, exemption or other action by or notice to any
          Governmental Entity or (iii) will violate or conflict with, or constitute a
          default (or an event that, with notice or lapse of time, or both, would
          constitute a default) under, or will result in the termination of, or
accelerate           the performance required by, any term or provision of the charter,
bylaws or           similar organizational documents of Guarantor or of any Contract to
which           Guarantor is a party or by which Guarantor or any of its assets or
properties           may be bound or affected, except in the case of Contracts for any
such items           which would not, individually or in the aggregate, have a material
adverse           effect on Guarantor taken as a whole or impair or adversely affect in
any           material respect Guarantor’s ability to perform its obligations under
this           Guaranty.  







        SECTION
3. Unconditional Guaranty. Guarantor hereby unconditionally guarantees the
obligation of Parent, subject to the terms and satisfaction of the conditions set forth
in the Merger Agreement, to, at or prior to the Effective Time, make available or cause
to be made available to the Paying Agent cash in amounts necessary for the payment of the
Merger Consideration under Section 1.08(b) of the Merger Agreement to which
holders of Shares shall be entitled at the Effective Time pursuant to Section 1.06(a) of
the Merger Agreement (the foregoing being referred to as the “Guaranteed
Obligations”). Upon failure by Parent to pay punctually any such amount if and
when due in accordance with the Merger Agreement, Guarantor agrees that it shall
forthwith make available or cause to be made available to the Paying Agent cash in
amounts necessary for the payment of the Guaranteed Obligations. If Parent is obligated
to consummate the Merger pursuant to the terms and conditions of the Merger Agreement, no
further act or thing need occur to establish Guarantor’s liability hereunder, and no
act or thing, except full payment of the Guaranteed Obligations, shall in any way
exonerate Guarantor hereunder or modify, limit or release Guarantor’s liability
hereunder. If Parent is obligated to consummate the Merger pursuant to the terms and
conditions of the Merger Agreement, this is an absolute, unconditional and continuing
guaranty of payment of the Guaranteed Obligations and shall continue to be in force and
be binding upon Guarantor until the Guaranteed Obligations been paid in full and are no
longer subject to any right of recovery. Notwithstanding anything herein to the contrary,
if Parent shall not be obligated to consummate the Merger pursuant to the terms and
conditions of the Merger Agreement, Guarantor shall have no obligation hereunder.  




        SECTION
4. Discharge Only Upon Payment in Full. Guarantor’s obligations hereunder
shall remain in full force and effect until all Guaranteed Obligations shall have been
paid in full in cash and are no longer subject to any right of recovery or the Merger
Agreement shall have terminated in accordance with its terms.  













        SECTION
5. Waivers. Guarantor waives any and all defenses and discharges available to a
surety, guarantor or accommodation co-obligor claims pertaining to the Guaranteed
Obligations, except the defense of discharge by payment in full. Without limiting the
generality of the foregoing, Guarantor will not assert, plead or enforce against Company
any defense of waiver, release, discharge or disallowance in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity,
minority, usury, illegality or unenforceability which may be available to Company or any
other Person liable in respect of any of the Guaranteed Obligations, or any setoff
available against Company or any other such Person. The liability of Guarantor shall not
be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all of the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other similar
event or proceeding affecting, Company or any of its assets. Guarantor irrevocably waives
acceptance, presentment, demand for payment (except demand for payment of the Guaranteed
Obligations from Parent first before demanding payment from the Guarantor pursuant
hereto), notice of dishonor or nonpayment and protest of any instrument evidencing the
Guaranteed Obligations, as well as any requirement that at any time any action be taken
by any Person against Parent or Surviving Corporation or any other Person other than
Company’s demand for payment of the Guaranteed Obligations from Parent first before
demanding payment from the Guarantor pursuant hereto. Notwithstanding anything herein to
the contrary, any and all defenses or discharges available to Parent or Acquisition Sub
with respect to any alleged obligation to consummate the Merger pursuant to and in
accordance with the Merger Agreement or otherwise with respect to the amount of the
Merger Consideration shall be available and may be asserted by Guarantor with respect to
any alleged obligation to make any payment hereunder with respect to the Guaranteed
Obligations.  













        SECTION
6. Notices. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed given (a) on the date of delivery, upon delivery
in person, (b) on the fifth business day after delivery, by registered or certified mail
(postage prepaid, return receipt requested), or (c) one business day after having been
sent by express mail through a nationally recognized overnight courier, in each case to
the parties at the following addresses (or at such other address for a party as shall be
specified by like notice):  




        (a)              If
to Guarantor:  





	 	
Certified
Grocers Midwest, Inc.                            
One Certified Drive
                           
Hodgkins, Illinois  60525
                           
Attention:  Ken Koester 






	 	
With
a copy to:                            
Sonnenschein Nath & Rosenthal LLP
                           
8000 Sears Tower                            
233 South Wacker
Drive                            
Chicago, Illinois 60606
                           
Attention:  J. Ross Docksey 








        (b)              If
to Company:  




	 	
Fresh
Brands, Inc.                            
2215 Union Avenue
                           
Sheboygan, Wisconsin  53081                            
Attention:
 Louis E. Stinebaugh 






	 	
With
a copy to:                            
Foley & Lardner LLP                            
777
East Wisconsin Avenue                            
Milwaukee, Wisconsin 53202
                           
Attention:  Steven R. Barth 








        SECTION
7. No Waivers. No failure or delay by Company in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies provided in this Guaranty and
the Merger Agreement shall be cumulative and not exclusive of any rights or remedies
provided by law.  




        SECTION
8. Successors and Assigns. This Guaranty is for the benefit of Company and its
successors and permitted assigns, including, without limitation, Surviving Corporation,
and shall survive consummation of the Merger. This Guaranty shall be binding upon
Guarantor and its respective successors and assigns.  













        SECTION
9. Changes in Writing. Neither this Guaranty nor any provision hereof may be
changed, waived, discharged or terminated orally, but only in writing signed by each of
Guarantor and Company.  




        SECTION
10. Governing Law. This Guaranty shall be governed by and construed in accordance
with the substantive laws (other than conflict laws) of the State of Wisconsin. The
Guarantor hereby (i) consents to the personal jurisdiction of the state and federal
courts located in the State of Wisconsin in connection with any controversy related to
its Guaranty; (ii) waives any argument that venue in any such forum is not convenient,
(iii) agrees that any litigation initiated by the Lender or the Guarantor in connection
with this Guaranty shall be venued in either the Circuit Court of Milwaukee County,
Wisconsin, or the United States District Court, Eastern District of Wisconsin; and (iv)
agrees that a final judgment not subject to appeal in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  




        SECTION
11. WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
GUARANTY OR THE RELATIONSHIP ESTABLISHED HEREUNDER.  




        SECTION
12. Construction. The parties hereto have participated jointly in the negotiation
and drafting of this Guaranty. In the event an ambiguity or question of intent or
interpretation arises, this Guaranty shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provisions of this Guaranty.  




        SECTION
13. Expenses of Enforcement. Guarantor agrees to reimburse Company for any
reasonable costs and out-of-pocket expenses (including reasonable attorneys’ fees)
paid or incurred by Company in connection with the collection and enforcement of amounts
due pursuant to this Guaranty.  




        SECTION
14. Severability. Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.  




        SECTION
15. Merger. This Guaranty represents the final agreement of Guarantor with respect
to the matters contained herein and may not be contradicted by evidence of prior or
contemporaneous agreements, or subsequent oral agreements, between Guarantor and Company
or any other Person.  













        SECTION
16. Headings. Section headings in this Guaranty are for convenience of reference
only and shall not govern the interpretation of any provision of this Guaranty.  




        IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed by its authorized
officer as of the day and year first above written. 





		CERTIFIED MIDWEST GROCERS, INC.
	

 	By:  /s/ Kenneth R. Koester
		        Name:  Kenneth R. Koester
		        Title:  President