10-K405

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
    For the fiscal year ended August 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
    For the transition period from ___________ to ___________

                         Commission file number 0-16130

                           Northland Cranberries, Inc.
             (Exact name of registrant as specified in its charter)

                Wisconsin                                       39-1583759
     (State of other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)
          800 First Avenue South
              P. O. Box 8020
       Wisconsin Rapids, Wisconsin                              54495-8020
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  (715) 424-4444

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Class A Common
                                                              Stock, $.01 par
                                                              value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                       Yes    [X]           No   [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 30, 2001:
                                   $3,313,344

Number of shares issued and outstanding of each of the registrant's classes of
common stock as of November 30, 2001:

             Class A Common Stock, $.01 par value: 49,826,455 shares

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:

Proxy Statement for 2002 annual meeting of shareholders (to be filed with the
Commission under Regulation 14A within 120 days after the end of the
registrant's fiscal year and, upon such filing, to be incorporated by reference
into Part III, to the extent indicated therein).


                                     PART I

                Special Note Regarding Forward-Looking Statements

         We make certain "forward-looking statements" in this Form 10-K, such as
statements about our future plans, goals and other events which have not yet
occurred. We intend that these statements will qualify for the safe harbors from
liability provided by the Private Securities Litigation Reform Act of 1995. You
can generally identify these forward-looking statements because we use words
such as we "believe," "anticipate," "expect" or similar words when we make them.
Forward-looking statements include, among others, statements about actions by
our competitors, sufficiency of our working capital, potential operational
improvements and our efforts to return to profitability, sales and marketing
strategies, expected levels of trade and marketing spending, anticipated market
share of our branded products, and disposition of significant litigation. These
forward-looking statements involve risks and uncertainties and the actual
results could differ materially from those discussed in the forward-looking
statements. These risks and uncertainties include, without limitation, risks
associated with (i) our ability to reinvigorate our Northland and Seneca brand
names, regain lost distribution capabilities and branded products market share
and generate increased levels of branded product sales; (ii) the ongoing impact
of the continuing significant industry oversupply of cranberries; (iii) the
development, market share growth and continued consumer acceptance of our
branded juice products, including consumer acceptance of our "27% Solution";
(iv) the disposition of certain litigation related to the sale of the net assets
of our private label juice business; (v) the impact of the marketing order of
the United States Department of Agriculture relative to the 2001 crop year, as
well as the cranberry purchase program adopted by the United States Congress;
(vi) agricultural factors affecting our crop and the crop of other North
American growers; and (vii) our ability to comply with the terms and conditions
of, and to satisfy our responsibilities under, our new credit facilities and
other debt agreements. You should consider these risks and factors and the
impact they may have when you evaluate our forward-looking statements. We make
these statements based only on our knowledge and expectations on the date of
this Form 10-K. We disclaim any duty to update these statements or other
information in this Form 10-K based on future events or circumstances. Please
read this entire Form 10-K to better understand our business and the risks
associated with our operations. Specifically, please see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for a
discussion of our current financial condition and recent debt and equity
restructuring.

Item 1.  Business.

                            Restructuring Transaction

         During fiscal 2001, we were in default under the terms of our loan
documents with our then-current bank group and other third parties. We had
difficulty generating sufficient cash flow to meet our obligations on a timely
basis, and were often delinquent on various payments to third party trade
creditors and others. We failed to make certain scheduled monthly interest
payments under our revolving credit facility. We reached the point where we felt
it was imperative to reach an agreement with our then-current bank group and to
refinance our bank debt, or else we believed we were faced with liquidating or
reorganizing Northland in a bankruptcy proceeding in which our creditors would
have likely received substantially less value than we felt they could receive in
a restructuring transaction and our shareholders would have likely been left
holding shares without any value.

         On November 5, 2001 (which was subsequent to the end of fiscal 2001),
in contemplation of completing a potential restructuring transaction, we
effected a one-for-four reverse stock split of our outstanding capital stock
(which was previously approved by our shareholders at our 2001 annual meeting of
shareholders). Additionally, in furtherance of the potential transaction, we
voluntarily delisted our Class A shares from trading on the Nasdaq National
Market and obtained quotation of our Class A shares on the Over-The-Counter
Bulletin Board under a new symbol ("NRCNA") effective on the opening of trading
on

                                      -1-


November 6, 2001. All share and per share information included in this Form 10-K
reflects the reverse stock split.

         On November 6, 2001, we consummated a series of transactions with Sun
Northland, LLC (an affiliate of Sun Capital Partners, LLC, a private equity
investment firm headquartered in Boca Raton, Florida), which we refer to as "Sun
Northland", and with members of our then-current bank group and our new secured
lenders, Foothill Capital Corporation and Ableco Finance LLC, that resulted in
the restructuring of our debt and equity capital structure and a change of
control of the company. We refer to these transactions collectively as the
"Restructuring." Generally speaking, in the Restructuring, Sun Northland entered
into certain Assignment, Assumption and Release Agreements with members of our
then-current bank group which gave Sun Northland, or its assignee, the right to
acquire our indebtedness held by members of our then-current bank group in
exchange for a total of approximately $38.4 million in cash, as well as our
issuance of a promissory note in the principal amount of approximately $25.7
million and 7,618,987 Class A shares to certain bank group members which decided
to continue as our lenders after the Restructuring. Sun Northland did not
provide the foregoing consideration to our former bank group; instead, Sun
Northland entered into a Stock Purchase Agreement with us (which we refer to as
the "Purchase Agreement"), pursuant to which Sun Northland assigned its rights
to those Assignment, Assumption and Release Agreements to us and gave us $7.0
million in cash, in exchange for (i) 37,122,695 Class A shares, (ii) 1,668,885
Series A Preferred shares (each of which will convert automatically into 25
Class A shares upon adoption of an amendment to our articles of incorporation
increasing our authorized Class A shares, and each of which currently has 25
votes), and (iii) 100 shares of our newly created Series B Preferred Stock,
which were subsequently transferred to a limited liability company controlled by
our Chief Executive Officer. Using funding provided by our new secured lenders
and Sun Northland, we acquired a substantial portion of our outstanding
indebtedness from the members of our then-current bank group (under the terms of
the Assignment, Assumption and Release Agreements that were assigned to us by
Sun Northland) in exchange for the consideration noted above, which resulted in
the forgiveness of approximately $81.5 million (for financial reporting
purposes) of our outstanding indebtedness (or approximately $89.0 million of the
aggregate principal and interest due the then-current bank group as of the date
of the Restructuring). We also issued warrants to acquire an aggregate of
5,086,106 Class A shares to Foothill Capital Corporation and Ableco Finance LLC,
which warrants are immediately exercisable and have an exercise price of $.01
per share.

         In addition to the Restructuring, we also restructured and modified the
terms of approximately $20.7 million in outstanding borrowings under two term
loans with an insurance company, consolidating those two term loans into one new
note with a stated principal amount of approximately $19.1 million and a stated
interest rate of 5% for the first two years of the note, increasing by 1%
annually thereafter, with a maximum interest rate of 9% in the sixth and final
year. We also renegotiated the terms of our unsecured debt arrangements with
certain of our larger unsecured creditors, resulting in the forgiveness of
approximately $3.5 million of additional indebtedness previously owing to those
creditors.

         As a result of the Restructuring, Sun Northland controls approximately
94.4% of our total voting power through (i) the Class A shares and Series A
Preferred shares we issued to Sun Northland, and (ii) the additional 7,618,987
Class A shares over which Sun Northland exercises voting control pursuant to a
Stockholders' Agreement that we entered into with Sun Northland and other
shareholders in connection with the Restructuring. Assuming conversion of the
Series A Preferred shares and full vesting over time of the options to acquire
Class A shares that we issued to key employees in the Restructuring, Sun
Northland owns approximately 77.5% of our fully-diluted Class A shares.

         As of November 30, 2001, we were in compliance with all of our debt
arrangements. We expect that the Restructuring will provide us with sufficient
working capital and new borrowing capacity to once again aggressively market and
support the sale of our Northland and Seneca brand juice products in fiscal
2002.

                                      -2-


                                General; History

         We are a grower, processor and marketer of cranberries, branded
cranberry products and fruit beverages. Our products include:

         o Northland brand 100% juice cranberry blends (containing 27% cranberry
juice and marketed as The 27% Solution), which we sell through supermarkets,
drug store chains, mass merchandisers, club stores, foodservice outlets and
convenience stores;

         o Seneca and TreeSweet bottled and canned fruit beverages, including
apple, grape, cranberry and orange juice products, and frozen juice concentrate
products, including apple, grape and cranberry juice products;

         o Northland brand fresh cranberries, which we sell to retail and
wholesale customers;

         o Awake frozen orange-flavored concentrate; and

         o cranberry juice concentrate, single-strength cranberry juice,
cranberry juice puree, sweetened dried cranberries, chocolate-coated cranberries
and frozen and whole sliced cranberries, which we sell to industrial and
ingredient customers.

         We also provide contract packaging services to third parties utilizing
our owned manufacturing facilities located in Wisconsin and New York.

         In addition to producing and selling cranberry and other fruit
products, we are also a cranberry grower, with 24 cranberry producing marshes
and 2,524 planted acres owned or operated in Wisconsin and Massachusetts as of
November 30, 2001. We intend to pursue the sale of our Hanson, Massachusetts
marsh during fiscal 2002, and we are currently in negotiations with the lessor
of our leased marshes in Nantucket, Massachusetts to terminate that lease on or
about December 31, 2001. Upon sale of the Hanson property and termination of our
Nantucket lease, we will own or operate 21 cranberry producing marshes and 2,016
planted acres.

         We also maintain multi-year crop purchase contracts with 47 independent
cranberry growers to purchase all of the cranberries harvested from an aggregate
of up to 1,960 contracted acres.

         We began our business in 1987 as a cranberry grower and member of the
Ocean Spray Cranberries, Inc. marketing cooperative. In 1993, we left Ocean
Spray and introduced Northland brand fresh cranberries. In October 1995, we
introduced our family of Northland 100% juice cranberry blends. By June 1997, we
had successfully achieved national distribution. In fiscal 1999, we acquired the
juice division of Seneca Foods Corporation, including the right to produce and
sell nationwide Seneca brand products, TreeSweet and Awake brand names, as well
as additional processing, distribution and receiving facilities. In fiscal 2000,
we sold our private label juice business, which we acquired in July 1998 from
Minot Food Packers, Inc., to Cliffstar Corporation. In June 2001, we sold our
bottling and packaging facility in Mountain Home, North Carolina, to Clement
Pappas NC, Inc. In June 2001, we also sold our private label and food service
cranberry sauce business to Clement Pappas and Company, Inc.

                                   Fiscal 2001

         Fiscal 2001 was another challenging year for us following the difficult
year we experienced in fiscal 2000. During fiscal 2001, we continued to
experience cash flow difficulties. We were not in compliance with several
provisions of our former revolving credit agreement and other long-term debt
agreements (including various covenants of two term loans payable to an
insurance company and a term note with a bank) as of the end of the fiscal year.
In addition, continued heavy price and promotional discounting by Ocean


                                      -3-

Spray and other regional branded competitors throughout fiscal 2001 resulted in
lost distribution and decreased market share of our products in various markets.
Although we were successful in retaining distribution in many markets, the lack
of sufficient working capital limited our ability to promote our products.
Although our products continue to be available in all 50 states, as of September
9, 2001, our Northland brand 100% juice cranberry blends were available in
supermarkets nationwide that account for approximately 78% of total grocery
sales according to data compiled by Information Resources, Inc. ("IRI"),
compared to 92% at the end of fiscal 2000. Additionally, IRI data indicated
that, for the 12-week period ended September 9, 2001, our Northland brand 100%
juice products achieved a 6.0% market share of the supermarket shelf-stable
cranberry beverage category on a national basis, down from a 10.9% market share
for the 12-week period ended September 10, 2000. Market share of our Seneca
brand cranberry juice product line for the same period decreased from
approximately 2.7% to approximately 0.4%, resulting in a total combined market
share of supermarket shelf-stable cranberry beverages for our Northland and
Seneca branded product lines of approximately 6.4% for the 12-week period ended
September 9, 2001, down from approximately 13.6% for the 12-week period ended
September 10, 2000.

         An oversupply of cranberries resulting from three consecutive
nationwide bumper crops culminating with the 1999 harvest, followed by what we
believe was an inadequate volume regulation under the USDA cranberry marketing
order for the 2000 crop year, resulted in continued large levels of excess
cranberry inventories held by us and other industry participants. As a result,
the per barrel price for cranberries continued to decline through the first
quarter of fiscal 2001 and, while the per barrel price has subsequently
increased, it has not recovered to the extent we anticipated. As a result of
these factors, our cost to grow the fall 2001 crop and the cost of on-hand
inventories, including costs to be incurred, were in excess of market value, and
we determined that it was necessary to write down the carrying value of our
cranberry inventory by approximately $17.6 million in the fourth quarter of
fiscal 2001.

         In the fourth quarter of fiscal 2001, as a result of the deterioration
in the long-term prospects for the cranberry growing and processing industry
over the summer due, in part, to the implementation of what we believe was
another inadequate volume regulation under a USDA cranberry marketing order for
the 2001 calendar year crop, continued large levels of excess cranberry
inventories held by us and other industry participants, forecasted future
cranberry market prices for the next several years, as well as continued
reductions in our anticipated cranberry and cranberry concentrate usage
requirements related to our recent decline in revenues and market share, we
decided to restructure our operations and identify various long-lived assets to
be disposed of, and we concluded that the estimated future cash flows of our
long-lived assets were below the carrying value of such assets. Accordingly,
during the quarter, we recorded an impairment charge of approximately $80.1
million related to writedowns to assets held for sale, property and equipment
held for use, and goodwill and other intangible assets.

         As a result of these and other factors, in fiscal 2001, we (i)
recognized a significant loss from operations; (ii) were delinquent on various
payments to third party trade creditors and others; and (iii) failed to make
scheduled monthly interest payments under and otherwise remained in default of
our revolving credit facility. Notwithstanding these and other operational
difficulties, we continue to focus our efforts on a return to profitable
operations, rather than solely increasing revenues and market share, and we
expect that the recently completed Restructuring will provide significant
interest expense reduction and provide us with sufficient working capital and
new borrowing capacity to once again aggressively market and support the sale of
our Northland and Seneca brand juice products in fiscal 2002.

         As we began fiscal 2001, our costs to manufacture branded products had
increased significantly due to our facilities not being utilized to capacity. As
a result, we took several steps during the fiscal year to reduce our
manufacturing costs, including:

         o        scaling back our manufacturing operations through the closure
                  of our Bridgeton, New Jersey bottling facility and the sale
                  of our Mountain Home, North Carolina facility;



                                      -4-


         o        redistributing production volume to our other facilities and
                  third party contract manufacturers; and

         o        reducing personnel in all remaining manufacturing facilities
                  to reflect current sales volume and production levels.

         During fiscal 2001, we increased our focus on reducing costs and
improving cash flows from operations by conducting a strategic analysis of our
manufacturing processes, inventory management programs and information systems.
Based on the results of this analysis, we took additional steps in fiscal 2001
which we believe will reduce costs and improve profitability, including:

         o        implementing a strategy to distribute primarily from
                  production locations, reducing distribution points from eleven
                  in fiscal 2000 to seven in fiscal 2001 (including the closing
                  of our distribution facility in Eau Claire, Michigan that is
                  held for sale), in an effort to decrease total inventory
                  levels, increase product availability at remaining
                  distribution points and reduce product transfer costs;

         o        implementing an inventory control system based on sales
                  volumes to reduce finished goods inventory levels and increase
                  finished goods and non-cranberry raw material inventory turns;

         o        implementing a production planning and a material resource
                  planning system (MRP) driven by "needs" based forecasts
                  allowing use of "Just In Time" materials purchasing and
                  delivery;

         o        completing the conversion and continuing enhancement of our
                  internal information systems, allowing management to obtain
                  more detailed and relevant financial and operating information
                  in an efficient and timely manner to assist in the decision
                  making process; and

         o        reviewing marsh operations with the goal of reducing marsh
                  growing and operating expenses.

         During fiscal 2001, we also took steps to enhance our control of all
trade spending in the retail grocery markets, including reducing the number of
trade promotions and promotion rates for all brands.

         As referenced above, in the last quarter of fiscal 2001, we sold the
net assets of our private label cranberry sauce business and our manufacturing
facility in Mountain Home, North Carolina, to Clement Pappas and Company, Inc.
and Clement Pappas NC, Inc., respectively, for aggregate cash proceeds of
approximately $12.5 million. The proceeds of the sale were utilized primarily to
reduce our then-outstanding bank debt. Clement Pappas and Company, Inc. is
contractually obligated to make certain payments to us for a period of up to
five years from the closing date based on total case sales of cranberry sauce,
subject to an aggregate minimum payment of $1.0 million and an aggregate maximum
payment of $2.5 million. We also entered into a contract manufacturing agreement
with an initial term of one year following the closing date pursuant to which we
are required to manufacture certain quantities of juice products through Clement
Pappas NC, Inc. at the Mountain Home facility.

         In fiscal 2001, we took additional steps which we believe will allow us
to remain competitive in the marketplace in fiscal 2002, including:

         o        enhancing our Northland 100% juice cranberry blends by
                  reformulating them to contain 27% cranberry juice (which we
                  refer to as The 27% Solution) in direct response to increasing
                  evidence of the potential health benefits associated with
                  drinking cranberry products containing the equivalent of 27%
                  cranberry juice;

         o        pursuing continued growth of our sweetened dried cranberry
                  market through business opportunities with industrial and
                  ingredient customers, both domestically and internationally;



                                      -5-


         o        exploring and utilizing alternate sales channels, such as club
                  stores and food service providers including restaurants,
                  hospitals, and schools;

         o        controlling spending at the trade and consumer level by our
                  sales organization in conjunction with Crossmark, Inc.'s
                  broker office network nationwide, with increased focus on each
                  customer; and

         o        adjusting corporate administrative personnel and functions to
                  reflect our current business needs.

         We believe these and other efforts will help us meet our goal of
returning to profitability and help us to achieve (i) an increase in gross
margins in fiscal 2002 due to reductions in depreciation costs and other
overhead; (ii) lower operating expenses; and (iii) more efficient trade spending
due to the change in our promotional and pricing strategies.

         In fiscal 2001 and 2000, we had revenues from one customer, Nestle USA,
of approximately $12.9 and $45.9 million, or 10.2% and 22.2% of our total net
revenues, respectively. In fiscal 1999, we did not have revenues from any one
customer that exceeded 10% of our total net revenues.

                                Branded Products

    Products

         Our family of Northland 100% juice cranberry blends is our primary
branded product. We introduced Northland 100% juice cranberry blends in late
1995 and achieved national distribution in the summer of 1997. In early fiscal
2001, we introduced The 27% Solution. As of September 9, 2001, our Northland
100% juice cranberry blends were available in all 50 states and in supermarkets
nationwide that account for approximately 78% of total grocery sales. We
currently produce and sell eight flavors, including traditional cranberry,
cranberry apple, cranberry raspberry, cranberry grape, cranberry peach,
cranberry cherry, cranberry blackberry and cranberry orange. We have five bottle
sizes, all in plastic, available in the general distribution, including 12, 46,
64, 96 and 128 ounce sizes. The 96-ounce size was developed specifically for the
club and mass merchandise channels.

         We also produce and sell several varieties of Seneca, TreeSweet and
Awake brand products. At the beginning of fiscal 2001, we completed the national
rollout of the fifth Seneca brand cranberry juice drink flavor, ruby red
grapefruit. This product line also includes cranberry cocktail, cranberry apple,
cranberry raspberry and cranberry grape. As of the end of fiscal 2001, our
Seneca cranberry drink product line was available in supermarkets nationwide
that account for 23% of total groceries sales, according to IRI data. The Seneca
cranberry products were designed to compete against other non-premium cranberry
drink brands and to complement the Northland brand of 100% juice products.

         Additionally, Seneca 100% apple juice frozen concentrate is the number
one selling nationally distributed frozen apple juice brand in the nation.

         We also sell citrus juice products under the TreeSweet label. The
TreeSweet label is now focused on 64 ounce orange juice, converted from glass to
PET plastic in fiscal 2000, and 5.5 ounce and 46 ounce tin sizes. We also sell
frozen orange-flavored concentrate under the Awake label.

         Our foodservice business manufactures and markets juice products in
industry-specific packaging to businesses and public institutions such as
restaurants, hotels, schools and hospitals. We offer our foodservice products in
a variety of sizes and package them under our own Meadow Valley label or under
our other brand labels such as Northland, Seneca or TreeSweet.



                                      -6-


         In addition to Northland 100% juice cranberry blends and our Seneca,
TreeSweet and Awake branded products, we also grow and package Northland brand
fresh cranberries and primarily sell them in 12-ounce plastic bags to food
retailers and wholesalers during the fall. We also currently sell sweetened
dried cranberries to industrial and ingredient customers. In conjunction with
our fall 2001 sales of Northland brand fresh cranberries, we offered sweetened
dried cranberries, both coated and un-coated, for sale in bulk form to be
marketed to consumers through grocery store produce departments. We intend to
continue to explore opportunities to expand our sweetened dried cranberries
business in fiscal 2002.

    Marketing

         Our principal consumer marketing strategy for our family of Northland
100% juice cranberry blends has been to highlight the differences in flavor and
juice content between Northland brand 100% juice cranberry blends and many of
the competing products of Ocean Spray and others which have less than 100%
juice. In fiscal 2001, due primarily to our reduced revenues, cash position and
debt service obligations, we significantly decreased our marketing spending in
support of our branded products. However, our limited marketing campaign
continued to highlight the benefits of 100% juice, and we also focused our
marketing efforts on the first quarter fiscal 2001 reformulation of our
Northland brand juice products, known as The 27% Solution (which now include not
only 100% fruit juice, but also 27% cranberry juice). Currently, Northland is
the only 100% juice brand to contain 27% cranberry juice in every product sold.
We intend to highlight this fact in our marketing efforts in fiscal 2002, as
well as the potential health benefits of our newly reformulated products,
through reference to studies that have used the equivalent of 27% cranberry
juice to research the health benefits of cranberries.

         We intend to focus our marketing efforts on:

         o        media advertising

                  - In the second and third quarters of fiscal 2001 we utilized
         a new national magazine advertising campaign designed to educate
         consumers about The 27% Solution and the potential health benefits of
         juice products containing the equivalent of 27% cranberry juice. We
         incurred approximately $780,000 of expense on media advertising in
         fiscal 2001. In fiscal 2002, largely as a result of the equity capital
         available to us from consummating the Restructuring, we intend to
         increase spending on television advertising to emphasize The 27%
         Solution point of difference to a broader audience with stronger
         delivery of the message.

         o        sales promotion

                  - we offer purchase incentives to attract first-time buyers
         and prompt consumers who already drink Northland 100% juice cranberry
         blends to purchase more of our products. These incentives are done
         through both "cents off" coupons and mail-in rebate offers. In fiscal
         2001, we incurred approximately $0.5 million in expense to promote
         these incentives compared to approximately $3.8 million in fiscal 2000.
         In fiscal 2002, we anticipate that our fiscal sales promotion spending
         will be greater than fiscal 2001 levels, and we currently intend to
         allocate additional funds toward publicizing The 27% Solution message
         through media advertising.

         o        packaging/labeling

                  - we revised our labeling for fiscal 2001 to focus on The 27%
         Solution and to highlight the 27% cranberry juice content of all of our
         Northland branded products, as well as the 100% juice content. The full
         line of Northland 100% juice cranberry blends displays The 27% Solution
         on the principal display panel, explains the benefits of The 27%
         Solution on the back panel and, unlike our competitors, specifically
         states the cranberry content above the Nutritional Facts Panel.



                                      -7-


    Sales

         In a reversal of recent trends, industry-wide dollar sales of
supermarket shelf-stable cranberry beverages declined during fiscal 2001, down
6% over our fiscal 2000. However, total category dollar sales still exceeded
$800 million for the 12-month period ended August 12, 2001. We believe this
sales decline was primarily due to heavy retail discounting during the past
year, primarily by our major competitors, which resulted in decreasing actual
dollar sales. We anticipate that industry-wide sales will continue to decrease
slightly in fiscal 2002 for the same reason.

         The supermarket shelf-stable cranberry beverage category is composed of
cranberry drinks and cranberry juice blends. According to industry data, sales
of cranberry juice blends still accounted for over 24% of sales for the total
supermarket shelf-stable cranberry category, which is approximately the same
percentage as last year, with total dollar sales of over $193.5 million.
Cranberry drinks account for the remainder, at approximately $609.0 million.

         We expect to realize increased sales of our branded juice products in
the coming year by:

         o Working to regain sales distribution of our Northland and Seneca
brand products in retail grocery channels and expand alternative distribution
channels such as convenience stores, super-centers, mass merchandisers and drug
stores.

                  - In fiscal 2001, we made significant progress in introducing
         our brands into new distribution channels. Late in fiscal 2000, we
         introduced a new 12-ounce single serve bottle into convenience stores,
         and we continued to expand that initial distribution in fiscal 2001. We
         intend to work to increase distribution in new super-center outlets and
         other distribution channels in fiscal 2002, which we hope will increase
         overall sales and distribution in these growing business segments.

         o Continuing to review and revise our trade promotion plans and control
trade promotion spending.

                  - On a periodic basis, we offer discounts on our products and
         other trade incentives to retailers and wholesalers to temporarily
         reduce the price of our products to consumers and to obtain store
         display features and retail advertisements. These efforts help to
         increase our product visibility and offer the consumer savings on our
         products. We anticipate that we will continue these trade promotion
         activities in fiscal 2002. In fiscal 2001, we substantially modified
         our trade promotional strategies with the expectation of maximizing
         value from our trade expenses. We intend to continue that focus in
         fiscal 2002.

         We will continue to work with Crossmark in most distribution channels
in an effort to improve our overall sales process. Crossmark will act as broker
for Northland and Seneca brands in 100% of the country, in most channels of
distribution, in fiscal 2002. In fiscal 2001, Crossmark represented Northland in
approximately 90% of the country. Crossmark employs over 10,000 people on a
nationwide basis. We expect that its access to state of the art management
systems will allow for greater focus on and implementation of our promotional
programs than we have been able to achieve to date. In addition, as a result of
our agreement with Crossmark, Crossmark will continue to focus on the Northland
and Seneca brands in the areas of sales management, field sales, sales
information and marketing, as specifically related to each individual market
region.

         Our branded juice sales efforts in fiscal 2001 were coordinated by our
Vice President-Sales. In fiscal 2002, we intend to add field sales managers to
our branded juice sales team to supplement our current staff and help us to
focus our sales efforts in conjunction with Crossmark. In addition to their
experience with our branded products to date, our sales staff personnel have
prior sales experience working for companies such as ConAgra, Inc., H.J. Heinz
Company, Campbell's Soup Company, Sara Lee, SmithKline Beecham and


                                      -8-


Ralston Purina. Between our personnel and those within Crossmark, the
organization has current or past experience with nearly every major branded
grocery manufacturer in the country.

    Competition

         The consumer cranberry product beverage market is very price
competitive. Based on industry data, retail supermarket bottled shelf-stable
cranberry beverage sales were approximately $803 million for the 52-weeks ending
August 12, 2001, down from approximately $840 million during the previous year.
The shelf-stable cranberry beverage market is significantly larger if you
include all sales channels as opposed to just supermarkets. Most of the markets
in which we compete are dominated by Ocean Spray. Ocean Spray is an agricultural
marketing cooperative which has certain protections under federal antitrust
laws. Ocean Spray has over 700 member-growers, accounting for approximately 70%
of all cranberries grown in North America.

         Northland 100% juice cranberry blends compete with:

         o Ocean Spray's branded cranberry juice products;

         o branded cranberry juice products of other regional producers; and

         o private label cranberry juice products.

         Our Northland branded juice products are 100% juice cranberry blends.
Beginning in fiscal 2001, the Northland brand contained 27% cranberry juice
across the line (known as The 27% Solution; previously, only our traditional
cranberry flavor contained 27% cranberry juice, and the rest of our blends
generally contained only up to 15% cranberry juice). Many of our competitors'
products are made up of much less than 100% juice, and many include much less
than 27% cranberry juice content. For example, many of Ocean Spray's cranberry
juice blends contain from 6% to 21% juice with the remainder being water and
high fructose corn syrup. Like Ocean Spray, many other competitors' juices use
sugar or corn syrup additives as sweeteners. We believe that we have an
advantage over many of our competitors due to the perceived health and other
benefits of our 100% juice products. We also believe that we have an advantage
because we are currently the only major manufacturer of 100% juice blends with
an entire product line that contains 27% cranberry juice, a formulation that
studies suggest is beneficial to human health. The success of our branded juice
products will continue to depend on whether consumers will think highly of its
quality and taste compared to that of our competitors' products.

         Northland 100% juice cranberry blends are premium-priced products. Our
products compete mainly with other premium-priced branded cranberry beverages,
but also with private label products, which are usually lower-priced.

         We expect that Ocean Spray will continue to compete aggressively
against our 100% juice cranberry blend products in response to The 27% Solution
initiative, by further increasing its trade promotion activity, reducing shelf
pricing and continuing an aggressive media advertising campaign. Ocean Spray has
significantly more experience in the fruit juice markets than we do, as well as
greater brand name recognition and greater marketing and distribution resources.

         We also compete in the markets for frozen juice concentrate and
shelf-stable canned fruit juices and drinks with our Seneca, Treesweet, and
Awake branded products. Our principal competitors in the frozen juice
concentrate market include several established brand names such as Welch's,
TreeTop and Tropicana. Our principal competitors in the market for shelf-stable
canned fruit juices and drinks include Mott's, TreeTop, Minute Maid and many
regional brands. Many of these competitors have greater brand name recognition
and greater marketing and distribution resources than we do. We cannot be
certain that we will be


                                      -9-


successful in competing against these competitors. Ocean Spray does not compete
in either the frozen juice concentrate market or the shelf-stable canned fruit
juice market.

                      Industrial/Ingredients/International

    Products

         Following the fiscal 2000 sale of our private label juice business and
the fiscal 2001 sale of our private label and food service cranberry sauce
business, we recently consolidated our former Non-Branded Products Group into
our new Industrial/Ingredients/International Group. This group's products
generally include:

         o        cranberry juice concentrate;
         o        frozen and whole sliced cranberries;
         o        not-from-concentrate and single-strength cranberry juice;
         o        single-strength and concentrated cranberry purees;
         o        sweetened-dried cranberries, with and without chocolate
                  coating;
         o        custom blended cranberry and non-cranberry concentrate blends;
         o        brokered commercial products sold through strategic
                  partnerships; and
         o        processing of a variety of fruits into specified concentrates
                  and blends.

    Sales

         During fiscal 2001, cranberry concentrate continued to be our principal
industrial/ingredients product in terms of sales dollars. We realized
significant sales growth across the broad range of our industrial/ingredient
cranberry based product lines as well as custom blended non-cranberry juice
concentrates. Our sales of industrial/ingredient cranberry based products for
fiscal 2001 increased over the prior year. This achievement was fueled in part
through price increases as well as less competition.

         Our industrial/ingredient sales efforts in fiscal 2001 were coordinated
by our Vice President-Industrial/Ingredient and conducted primarily through our
internal industrial/ingredient sales force as well as a limited network of
independent brokers.

    Competition

         We compete for the sale of cranberry concentrate, non-cranberry
concentrate blends, not-from-concentrate and single-strength cranberry juice,
and frozen whole and sliced cranberries to commercial and ingredient customers
including, but not limited to, juice processors, bakeries, re-packagers and
wholesale distributors. We believe our unique position as a vertically
integrated grower and processor of cranberries allows us to offer a long-term
reliable supply of high quality, competitively priced cranberry products
uniquely suited to the needs of our industrial, ingredient and international
trading partners.

    International

         International demand for cranberry products remains strong compared to
historical levels, and we believe this trend will continue in part due to public
awareness of research studies suggesting that the regular consumption of
cranberry products may provide health benefits, including maintenance of a
healthy urinary tract. With processing facilities that specialize in producing
cranberry concentrate and custom blends strategically situated in Wisconsin,
Oregon and New York, we believe we have advantages in providing cranberry
products to commercial customers throughout the world. Our sales of cranberry
concentrate and customized non-cranberry blends during fiscal year 2001 in the
international market exceeded prior year sales. We currently intend to expand
our international broker representation in fiscal 2002 in an effort to continue
growth in our international sales during the period.



                                      -10-


                                  Manufacturing

    Receiving and Processing

         An important part of our business strategy is our ability to process
our grown and purchased cranberries. We currently own processing facilities
located in Wisconsin and Oregon. We utilize our entire network of manufacturing
locations in the various stages of the processing of cranberries. For example:

                  o Raw cranberries are brought to our receiving stations. We
         own a 172,000 square foot receiving station and fresh fruit packaging
         facility in Wisconsin Rapids, Wisconsin. This receiving station, along
         with contract receiving facilities in Wisconsin, Massachusetts, and
         Oregon, clean and sort raw cranberries.

                  o After sorting, the cranberries we sell as fresh fruit during
         the fall are stored in temperature-controlled facilities until they are
         packaged and distributed for sale. Cranberries we use to make our juice
         and other cranberry products are cleaned, sorted and stored in freezer
         facilities around the country, including the owned 62,400 square foot
         freezer facility in Wisconsin Rapids or at independent freezer
         facilities, until they are sent to one of our processing plants.

                  o Frozen raw cranberries are pressed and concentrated at our
         processing plants in Wisconsin Rapids, Wisconsin, or Cornelius, Oregon.
         The resulting concentrated cranberry juice is stored frozen and then
         shipped either to bulk ingredient customers or to one of our owned or
         contracted bottling facilities.

    Packaging and Bottling

         Another important part of our manufacturing strategy is our ability to
bottle and package our branded products in strategically located areas, helping
to reduce freight and other distribution costs associated with shipping finished
goods to our national customers. We own and operate two bottling and packaging
facilities. These owned facilities along with our network of contract packaging
plants are strategically located to service customers throughout the country.

                  o In Dundee, New York, we own a bottling and packaging
         facility totaling 139,000 square feet, including 40,000 square feet of
         production area, 53,000 square feet of dry warehouse, 17,200 square
         feet of freezer, and 21,000 square feet of cooler and bulk tank storage
         area. This plant is capable of producing all sizes of PET bottles, a
         full range of glass sizes, and 46-ounce tin cans.

                  o In Jackson, Wisconsin, we own a bottling and packaging
         facility totaling 136,000 square feet, including 55,000 square feet of
         production area, 70,000 square feet of dry warehouse and 5,000 square
         feet of cooler and bulk tank storage area. This plant is capable of
         producing all sizes of PET bottles (except 12 ounce), and two sizes of
         tin cans (5.5 ounce and 46 ounce).

         In addition to these owned facilities, we utilize three third party
contract-packaging providers to service the southeastern and western markets.
One is located in Fullerton, California, and produces PET bottled products. The
second plant is located in Ventura, California, and produces frozen concentrated
juice products. The remaining contract packaging facility is the facility
located in Mountain Home, North Carolina that we sold in fiscal 2001, which
produces bottles and frozen products primarily for distribution in the
southeastern market. All facilities are strategically located in high volume
markets to minimize freight costs and maximize service levels.

         As a part of our manufacturing strategy, we provide contract packaging
services for third parties, and have aggressively sold excess line time at our
owned facilities to improve facility utilization and reduce production costs.
These contract-packaging arrangements are an integral part of production at our

                                      -11-


owned facilities. We believe we are an attractive contract packager for third
party beverage manufacturers primarily because:

                  o We have developed a solid production and quality control
         program in conjunction with our own branded products which can be
         adapted to the demands of other national brands; and

                  o Our plants are strategically located to reduce costs
         associated with accessing certain high volume consumer markets.

    Distribution

         Our primary distribution strategy for fiscal 2001 was to maximize
distribution from our owned and contracted production locations and to minimize
distribution centers that are not associated with a production facility. While
keeping in mind that certain distribution locations are strategically important
due to distance from a production location or a large strategic customer, we
aggressively consolidated distribution locations in fiscal 2001 to improve
overall production costs and reduce finished goods inventory. During fiscal
2001, the distribution centers we utilized were reduced from eleven to seven. Of
the seven remaining distribution centers, all but two are either on the site of
or are directly associated with a production facility.

         We have an internal transportation department that contracts with
independent carriers to distribute our products to grocery customers and
customers in other channels. We believe that the strategic locations of our
owned production facilities and the contract packaging plants, along with our
distribution strategy and our in-house transportation department, will lower our
overall costs as well as continue to provide timely response to customer
demands.

                             Agricultural Operations

         We own or operate 24 properties and approximately 2,524 planted acres
in Wisconsin and Massachusetts as of November 30, 2001. We intend to pursue the
sale of our Hanson, Massachusetts marsh during fiscal 2002, and we are currently
in negotiations with the lessor of our leased marshes in Nantucket,
Massachusetts to terminate that lease on or about December 31, 2001. Upon sale
of the Hanson property and termination of our Nantucket lease, we will own or
operate 21 cranberry producing marshes and 2,016 planted acres.

         In the fall of 2000 (i.e., fiscal 2001), we harvested approximately
267,000 barrels from 1,878 acres. The 2000 growing season was impacted by the
implementation of a federal marketing order which restricted the aggregate
volume of cranberries that growers in the United States could harvest. This
limit was approximately 85% percent of a given grower's historic average.

         We also contract with other cranberry growers in Wisconsin and Oregon
to purchase their crop. In fiscal 2001, we bought approximately 219,000 barrels
of cranberries from other growers. As of November 30, 2001, we maintained
multi-year crop purchase contracts with 47 independent cranberry growers to
purchase all of the cranberries harvested from an aggregate of up to 1,960
contracted acres, subject to federal marketing order limitations. These
contracts generally last for seven years, starting with the 1999 calendar year
crop, and pay the growers at a market rate, as defined, for all raw cranberries
delivered (plus $3 per barrel in certain circumstances) and certain incentives
for premium cranberries. The ability to harvest our own fruit, combined with the
contracted acreage, provides us with geographical diversity in our crop and
spreads our agricultural risk.

         In September 2000, we were unable to make certain payments due to the
growers under the terms of the contracts and we notified the growers of our
intention to also defer payments required under the contract for the 2000
calendar year crop. The contracted growers did, however, harvest and deliver
their 2000 and 2001 calendar year crops to us and we made the rescheduled 2000
calendar year crop payments in full to


                                      -12-


the growers during the year ended August 31, 2001. We are, however, in default
under the terms of the grower contracts. We intend to seek the necessary waivers
from the growers for the default.

         In anticipation of the 2000 marketing order, we took acreage on several
of our locations in Massachusetts and Wisconsin out of production. For the 2000
growing season, we had 561 acres that were temporarily out of production. This
was done to reduce yields in order to comply with the federal volume restriction
and to reduce costs.

         For the 2001 growing season, a new federal marketing order is in place
to restrict our cranberry deliveries to approximately 65% of our historic
average. In anticipation of this volume restriction, we placed 387 acres
temporarily out of production during the 2001 growing season. Our fall 2001
harvest (i.e., fiscal 2002) has been completed on our owned and leased marshes.
Production from 1,912 harvested acres totaled 381,000 barrels of cranberries.
During the fall 2001 harvest, we also purchased approximately 191,600 barrels of
cranberries from contract growers.

         While we have increased our planted acreage over time mainly through
marsh acquisitions and our own internal planting program, we do not anticipate
adding additional acreage in the foreseeable future. We have determined that it
is no longer economically feasible to operate our Nantucket marshes, and have
entered into negotiations to terminate the lease for those marshes following the
2001 harvest. In addition, for the same reason, our Hanson marsh will not be
operated after the 2001 season and we will attempt to sell it during fiscal
2002.

         The quality and quantity of cranberries produced in any given year is
dependent upon certain factors over which we have little or no control. For
example, extremes in temperature, rainfall levels, storms and hail, or crop
infestations can all adversely impact the production in any crop year. While we
make efforts to reduce the potential adverse effects these factors may have on
our internal crop, our cranberry production remains subject to these
agricultural factors.

         We also purchase insurance coverage for most of our marshes which is
subsidized by the federal government. These policies help insure against bad
weather and other contingencies which may affect our crop. They generally insure
us for at least 50% of the average crop yield over the past 10 years on each
marsh.

                                   Regulation

    Cranberry Products Regulation

         The production, packaging, labeling, marketing and distribution of our
fresh cranberries and cranberry juice products are subject to the rules and
regulations of various federal, state and local food and health agencies,
including the United States Food and Drug Administration, the United States
Department of Agriculture, the Federal Trade Commission and the Environmental
Protection Agency. We believe we have complied, and will be able to comply, in
all material respects with such rules, regulations and laws.

         The Cranberry Marketing Committee of the United States Department of
Agriculture has the authority to recommend that the Secretary of the USDA impose
harvest restrictions on cranberry growers if the CMC believes there will be an
oversupply of cranberries for the coming crop year. During fiscal 2000 and
fiscal 2001, the Secretary of the USDA, at the request and based on the
recommendation of the CMC, invoked volume regulations to restrict the
industry-wide harvest of cranberries for the harvests occurring in the fall of
2000 and the fall of 2001. In 2000, the volume of cranberries that growers in
the United States could harvest was limited to approximately 85% of a grower's
given historical production. In 2001, the limit was lowered to 65% of historical
production.

                                      -13-


         In addition to the volume regulations and in response to requests from
the grower community, the United States Congress approved a $50 million
federally funded assistance program in October 2000. Under this plan, the
federal government made direct cash subsidies totaling $20 million to growers,
or approximately $4.00 per barrel for growers' 1999 crop. Of this, we received
approximately $1.2 million of payments during fiscal 2001. In addition, $30
million was designated for use by the federal government to purchase cranberry
products containing the equivalent of approximately one million barrels of
cranberries from the industry on a "bid" basis. In addition, we were awarded
contracts and provided concentrate to other contract awardees which generated
net revenues of approximately $4.7 million during fiscal 2001 related to sales
under the USDA cranberry product purchase programs. These purchases will be used
in school lunch and other federal programs directed to the needy and
disadvantaged.

    Environmental and Other Governmental Regulation

         It can be difficult under federal laws for cranberry growers and other
developers to obtain permits to create new cranberry marshes in wetlands in the
United States. To do so, such growers must generally observe a "no net loss" of
wetlands policy. That is, they must show that the proposed development activity
will not result in a loss of wetland acreage, or they must restore the
functional value of acreage they propose to disturb. Given this strict
requirement, as well as water quality legislation in Wisconsin and
Massachusetts, we believe it is currently unlikely that we, or other cranberry
growers or developers in the United States, will be able to secure permits for
cranberry marsh development or expansion in wetland acreage. However, we and
other growers or developers may renovate existing wetland acreage from time to
time and replant older cranberry vine varieties with higher-yielding vine
varieties. Also, certain developers have created upland cranberry marshes, which
are marshes that are not on wetland acreage. We do not know whether upland
marshes, if successful, will increase the available supply of cranberries in the
future.

         Pursuant to permits previously received, in the past several years
certain growers have planted, cultivated, and developed new cranberry-producing
acreage in several states and abroad, particularly in Canada. Many of these
previously planted acres have recently become productive or should become
productive in the near future.

         We are currently taking steps to clean up certain contamination caused
by underground storage tanks at one of our marshes in Wisconsin, one in
Massachusetts and at our plant site in Cornelius, Oregon. We have removed the
tanks, or in the case of the Cornelius plant, the tank had already been removed
prior to our purchase of the property. Contamination from underground storage
tanks also exists at our Bridgeton, New Jersey, facility, at which we ceased
operations in fiscal 2001 and which is held for sale. We are currently working
with the former owner of the facility, who is contractually obligated to
indemnify us, to clean up the site. All of the sites have been reported to the
appropriate state regulatory agencies. In addition, all clean-up activities are
subject to state supervision. Based on information available as of August 31,
2001, we believe most of the costs of such activities will be covered by state
reimbursement funds (except in the case of the Massachusetts property), or
claims against the prior owners of the properties. We do not expect to incur
material liabilities as a result of these activities. We intend to continue our
efforts during fiscal 2002 to sell our Bridgeton, New Jersey property.

         The Wisconsin Department of Natural Resources approved regulations
which became effective in May 1998 and which amended parts of the Wisconsin
Administrative Code to make it easier to obtain the DNR's approval to maintain
existing cranberry marshes and to obtain state water quality certification to
conduct activities in wetlands under a federal permit. However, as a result of
the continued federal restrictions on wetland development and the long lead-time
associated with the planting and maturation of cranberry vines, we do not expect
the regulations to materially affect the supply of cranberries in Wisconsin in
the near term.



                                      -14-


         We don't expect environmental or other governmental legislation or
regulation to have a material effect on our capital expenditures, results of
operations or competitive position, other than as we have described above.

                                   Seasonality

         Before fiscal 1997, our business was very seasonal because we sold most
of our crop to cranberry processors. Now that we have evolved from a cranberry
grower to a consumer products company, the seasonality of our business has been
reduced because we offer our products for sale throughout the entire year. We do
expect, however, that our results of operations will continue to fluctuate from
quarter to quarter depending mainly upon the level of media advertising and
other promotional expenditures in any given quarter, as well as seasonal sales
of fresh fruit.

                             Materials and Supplies

         We buy bottles, caps, flavorings, juice concentrates and packaging from
independent third parties. We get most of the materials and supplies necessary
for growing and cultivating cranberries, including water and sand, from our own
marshes. We purchase and expect to continue purchasing most of our fertilizer
and pesticides from our subsidiary, Wildhawk, Inc. We purchase the rest of the
raw materials and supplies, including the materials used to package our fresh
fruit, from various sources.

         If necessary, we believe we would be able to find other sources for raw
materials and supplies without a material delay or adverse effect on our
business.

                             Trademarks and Formulae

         We own the Northland, TreeSweet, and Awake trademarks, which are
registered in the United States Patent and Trademark Office. We have also
entered into a 99-year license agreement with Seneca which allows us to market
and sell Seneca brand juice and concentrate. Although not registered, we do
believe we have rights under common law to use of The 27% Solution. The
Northland and Seneca trademarks are important in the sale of our branded
cranberry juice and other fruit juice and fruit products.

         We use proprietary flavor formulations to make our cranberry blends. We
protect the confidentiality of these formulations by requiring co-packers to
enter into confidentiality agreements with us.

                                    Employees

         As of August 31, 2001, we had 403 full-time employees, as compared to
783 as of August 31, 2000. As of November 30, 2001, we had approximately 368
full-time employees. In addition to our full-time employees, we hired:

         o approximately six seasonal workers during the 2001 crop cultivation
season;

         o approximately 224 seasonal workers to harvest our crop in 2001;

         o approximately 240 seasonal employees to operate the cranberry
processing facility in Wisconsin Rapids during 2001; and

         o approximately six seasonal employees to operate the Cornelius, Oregon
fruit processing facility during fiscal 2001.

         As a result of our continuing efforts to reduce costs, either through
attrition or permanent layoffs, our workforce was reduced by approximately 380
employees in fiscal 2001. The majority of this


                                      -15-


reduction, 210 employees, occurred during the first quarter of fiscal 2001 as a
result of the Bridgeton, New Jersey, plant closing and other administrative
downsizing. Our workforce was further reduced by 129 employees during the fourth
quarter of fiscal 2001 when we sold our former bottling plant located in
Mountain Home, North Carolina, to Clement Pappas NC, Inc.

         Our collective bargaining agreements with unions representing the
former Minot employees in New Jersey have been terminated as a result of the
plant closing. In December 1998, we entered into a collective bargaining
agreement with a union representing the former Seneca employees in Jackson,
Wisconsin. That agreement covers about 89 employees and expires on December 28,
2001. We have commenced negotiations relating to a new collective bargaining
agreement with union representatives. We believe our current relationships with
our employees, both union and non-union, are good.

Item 2.  Properties

         In Wisconsin Rapids, Wisconsin we own three office buildings, including
our corporate headquarters, an office building near our processing plant and our
West Grand office. As a result of overall reduction in personnel, our office on
Industrial Street in Wisconsin Rapids was closed in January of 2001. Personnel
from this location were consolidated into our West Grand office. The office
building on Industrial Street has since been listed for lease and remains
vacant.

         We own a 172,000 square foot receiving station, fresh fruit packaging
and concentrate facility located on 40 acres in Wisconsin Rapids. This facility
includes 62,400 square feet of freezer space, 45,000 square feet of cooler
space, 8,500 square feet of dry warehouse and 55,100 square feet devoted to
cranberry receiving and cleaning, fresh fruit packaging and concentrate
production.

         We have leased approximately 90,000 first floor square footage of the
warehouse building located at our Bridgeton, New Jersey, facility to Courier
Systems, a warehouser and distributor whose main offices are located at Bayonne,
New Jersey. The term of the lease is one year commencing September 15, 2001.
Total available square footage of this facility is estimated at roughly 290,000.
We are currently attempting to lease an additional 45,000 square feet under a
comparable arrangement. We will continue to offer the remaining suitable space
for lease. We will also continue efforts to sell the facility.

         In Dundee, New York, we own a bottling and packaging plant totaling
139,000 square feet, including 40,000 square feet of production area, 53,000
square feet of dry warehouse, 17,200 square feet of freezer space and 21,000
square feet of cooler and bulk tank storage area.

         As indicated above, we sold our bottling and packaging facility in
Mountain Home, North Carolina to Clement Pappas NC, Inc. in June 2001. We
continue to manufacture some of our products at the facility pursuant to a
contract manufacturing agreement with Clement Pappas.

         In Jackson, Wisconsin, we own a bottling facility totaling 136,000
square feet including 55,000 square feet of production area, 70,000 square feet
of dry warehouse and 5,000 square feet of cooler and bulk storage area. During
the last quarter of fiscal 2001, our lease with Seneca Foods Corporation of
approximately 26,300 square feet of the facility was terminated.

         We own a 46,000 square foot pressing and juice concentrating facility
and dry warehouse in Cornelius, Oregon.

         In Eau Claire, Michigan, we own a 79,000 square foot storage facility
and distribution center. This facility is currently being held for sale.



                                      -16-


         We also own a 49,000 square foot receiving station located on a
seven-acre parcel of land adjacent to the Hanson Division bogs in Massachusetts.
We intend to pursue the sale of this property during fiscal 2002.

         In addition to our facilities, we own 21 cranberry marshes and lease
another three (see Note 13 of Notes to Consolidated Financial Statements for
information about potential termination of certain of these leases). We have set
forth in the following table information about each of our 24 cranberry marshes
as of November 30, 2001. We own all of these marshes in fee simple (or we lease
or operate them, as indicated below), subject to mortgages. All of our marshes
have storage buildings and repair shops for machinery, trucks and harvest and
irrigation equipment. Each also has a house on site or close to the site which
serves as the marsh manager's residence. Many of our marshes also have
residences for assistant marsh managers. We believe that all of our facilities
are suitable and adequate for our existing needs. The Hanson Division marsh is
being held for sale and will not be operated following the 2001 harvest. We also
intend to cease operations at the Nantucket marshes pursuant to an agreement
with the Nantucket Conservation Foundation, Inc., from whom we lease the
property, and are in negotiations to terminate the lease on or about December
31, 2001.



                                      -17-




                                                                            November 30, 2001          Calendar Year
                                                                         Approximate   Approximate        Acquired
Marsh Division Name and Location                                        Marsh Acres   Planted Acres      or Leased

                                                                                                
Associates Division (two marshes), Jackson County, Wisconsin.....         4,198            159           1983/1996

Meadow Valley Division, Jackson County, Wisconsin................         2,150             77              1984

Fifield Division, Price County, Wisconsin........................         2,460            196              1985

Three Lakes Division, Oneida County, Wisconsin...................         1,542             82              1985

Chittamo Division, Douglas and Washburn Counties, Wisconsin......           620             55              1985

Biron Division, Wood County, Wisconsin...........................           473            212              1987

Warrens Division, Monroe County, Wisconsin.......................           160             63              1987

Trego Division, Washburn County, Wisconsin.......................         1,715             96              1988

Gordon Division, Douglas County, Wisconsin.......................           880            149              1988

Mather Division, Juneau County, Wisconsin........................         2,500            148              1989

Nekoosa Division (two marshes), Wood County, Wisconsin...........           569             85              1989

Crawford Creek Division (two marshes), Jackson County,
  Wisconsin......................................................           304            135              1991

Hills Division, Jackson County, Wisconsin (1)....................           465             70              1991

Yellow River (two marshes), Juneau County, Wisconsin.............         1,714            252              1994

Dandy Creek, Monroe County, Wisconsin............................           350             55              1996

Manitowish Waters (two marshes), Vilas County, Wisconsin.........           345            182              1996
                                                                          -----          -----

   Total.........................................................        20,445          2,016
                                                                        =======          =====

Held for Sale or Lease to be Terminated - Marsh Division Name and
Location

Nantucket Division (two marshes), Nantucket County,
  Massachusetts (leased) (2).....................................           737            211              1990

Hanson Division, Plymouth County, Massachusetts..................         2,025            297              1993
                                                                        -------          -----

   Total.........................................................         2,762            508
                                                                        =======          =====


(1) We operate this marsh under a management agreement with the owner. The agreement, which expires
on December 31, 2001, requires us to manage, operate and harvest the marsh. The agreement also
requires us to purchase the harvest from the owner at a price equivalent to what we will pay our
independent growers, with revenues and expenses to be shared as defined in the agreement.

(2) See Note 13 of Notes to Consolidated Financial Statements


Item 3.  Legal Proceedings.

         On March 8, 2000, we sold the net assets of our private label juice
business to Cliffstar. The private label juice business assets sold consisted
primarily of finished goods and work-in-process inventories, raw materials
inventories consisting of labels and ingredients that relate to customers of the
private label juice


                                      -18-

business (other than cranberry juice and cranberry juice concentrates), certain
trademarks and goodwill, contracts relating to the purchase of raw materials
inventory and the sale of products, and 135,000 gallons of cranberry juice
concentrate. No plants or equipment were included in the sale. Cliffstar also
assumed certain obligations under purchased contracts. In connection with the
sale, we received from Cliffstar an unsecured, subordinated promissory note for
$28 million which is to be collected over six years and which bears interest at
a rate of 10% per annum (currently 12% per annum since it is in default), as
well as approximately $6.8 million in cash (subject to potential post-closing
adjustments) related to inventory transferred to Cliffstar on the closing date.

         Additionally, Cliffstar is contractually obligated to make certain
annual earn-out payments to us for a period of six years from the closing date
based generally on operating profit from Cliffstar's sale of cranberry juice
products. We also entered into certain related agreements with Cliffstar,
including among them a co-packing agreement pursuant to which Cliffstar
contracted for specified quantities of Cliffstar juice products to be packed by
us ("co-packing agreement").

         On July 7, 2000, Cliffstar filed suit against us in the United States
District Court, Western District of New York, alleging, among other things, that
we breached certain representations and warranties in our asset purchase
agreement. That lawsuit was subsequently dismissed, and on July 31, 2000, we
filed a lawsuit against Cliffstar in the Northern District of Illinois, which
was later amended on October 10, 2000 and January 16, 2001. The lawsuit arises
out of the sale of the net assets of our private label juice business to
Cliffstar in the asset purchase agreement transaction that closed on March 8,
2000. We claim that (1) Cliffstar breached the asset purchase agreement by
failing to make required payments under the asset purchase agreement and by
failing to negotiate in good faith concerning a cranberry sauce purchase
agreement between the parties; (2) Cliffstar breached an interim cranberry sauce
purchase agreement between the two companies by failing to adequately perform
and to pay us the required amounts due under it; (3) Cliffstar breached its
fiduciary duty to us based on the same (or similar) conduct; (4) Cliffstar
breached the promissory note issued by it in the transaction by failing to make
its payments in a timely manner and failing to pay all of the interest due; (5)
Cliffstar breached a co-packing agreement entered into in connection with the
sale by failing to make required payments thereunder and other misconduct; and
(6) Cliffstar breached the asset purchase agreement's arbitration provision,
which provides that any disagreements over the valuation of finished goods,
work-in-process and raw material inventory purchased by Cliffstar will be
submitted to arbitration for resolution. On April 10, 2001, the Court granted
our Petition to Compel Arbitration. Accordingly, the price dispute over finished
goods, work-in-process and raw material inventory is currently in arbitration.
We seek compensatory damages in an amount in excess of $5,000,000, plus punitive
damages for Cliffstar's breaches of its fiduciary duties and attorneys' fees.

         Cliffstar has asserted counterclaims against us, alleging that (1) we
fraudulently induced Cliffstar to enter into the asset purchase agreement; (2)
we have breached the asset purchase agreement by failing to negotiate in good
faith a cranberry sauce purchase agreement, by failing to provide Cliffstar with
sufficient quantities of cranberry concentrate meeting Cliffstar's
"specifications," by selling inventory that did not have a commercial value at
least equal to the value shown on our balance sheet, by failing to notify
Cliffstar that we intended to write-down our cranberry inventory, by not
providing Cliffstar its selling prices, by decreasing its level of service to
customers after the parties signed the asset purchase agreement, and by refusing
to turn over certain labels, films and plates relating to the private label
juice business to Cliffstar; (3) we breached the co-packing agreement by
prematurely terminating that agreement; (4) we converted the labels, films and
plates relating to the private label juice business; (5) we intentionally
interfered with Cliffstar's contractual relations, or reasonable expectations of
entering into business relations, with the printers who hold the labels, films
and plates; and (6) we breached the transition agreement by failing to remit to
Cliffstar the excess of Cliffstar's interim payment for work-in-process and raw
material inventory, by withholding a portion of the work-in-process and raw
material inventory from Cliffstar, and by artificially building up our
work-in-process and raw material inventory before and after the sale of the
private label juice business to Cliffstar. Cliffstar seeks compensatory damages
in an amount not stated in the counterclaims, punitive damages for the alleged
fraudulent inducement and intentional interference claims, and attorneys' fees.
The complaint does not

                                      -19-


seek rescission of the agreement, although Cliffstar reserves the right to seek
recovery of rescission-type damages (among other damages) without seeking to
unwind the transaction. We have denied the allegations of Cliffstar's
counterclaims in all material respects.

         As of August 31, 2001, we had a note receivable from Cliffstar with an
outstanding balance of $26.0 million and outstanding accounts receivable of
approximately $5.4 million. The action remains in the discovery stages. It is
our opinion, after consulting with outside legal counsel, that, (1) we have
strong claims for the required payments for cranberry concentrate, co-packing
services and cranberry sauce sales and other alleged breaches of the agreements
and these amounts owed us are valid and collectible; (2) we have strong factual
and legal defenses in all material respects to Cliffstar's counterclaims; and
(3) the note and accounts receivable due from Cliffstar as of August 31, 2001
are collectible. However, the resolution of the legal proceedings cannot be
predicted with certainty at this time. We intend to vigorously defend the
counterclaims and to pursue any claims we may have against Cliffstar, including
any actions to collect the amounts outstanding.

         The outcome of the Cliffstar litigation cannot be predicted with
certainty at this time. See Note 2 of Notes to Consolidated Financial Statements
for further discussion of principal and interest payments made by Cliffstar
during fiscal 2001 and 2000.

Item 4.  Submission of Matters to a Vote of Shareholders.

         We did not submit any matters to a vote of our shareholders during the
fourth quarter of fiscal 2001.

                               Executive Officers

         As of November 30, 2001, each of our executive officers is identified
below together with information about each officer's age, current position with
us and employment history for at least the past five years:

Name                       Age      Current Position
John Swendrowski           53       Chairman of the Board, Chief Executive
                                    Officer and Treasurer
Ricke A. Kress             50       President and Chief Operating Officer
Richard P. Teske           57       Vice President and Chief Financial Officer
Kenneth A. Iwinski         39       Vice President - Legal and  Secretary
William J. Haddow, Sr.     53       Vice President - Purchasing and
                                    Logistics
Steven E. Klus             55       Vice President - Manufacturing
John B. Stauner            40       Vice President - Agricultural Operations
Robert M. Wilson           45       Vice President - Industrial/Ingredients
Nigel J. Cooper            44       Corporate Controller

         Our executive officers are generally elected annually by the Board of
Directors after the annual meeting of shareholders. Each executive officer holds
office until his successor has been duly qualified and elected or until his
earlier death, resignation or removal.

         John Swendrowski originally founded Northland in 1987 and has served as
our Chief Executive Officer since that time.

         Ricke Kress was appointed President and Chief Operating Officer in July
2001. Previously he served as our Executive Vice President since October 2000;
Non Branded Group President since October


                                      -20-


1999; and Non Branded Sales President since November 1998. Prior to that time,
he held several positions with Seneca Foods Corporation, including serving as
its Senior Vice President - Technical Services since June 1997, President-Juice
Division since October 1995 and Senior Vice President-Operations since June
1994.

         Richard P. Teske was appointed Vice President and Chief Financial
Officer in January 2001. Previously he served as Financial Assistant to the
Chief Executive Officer since June 2000. Prior to joining the Company, he served
as Partner with Arthur Andersen LLP from August 1978 until December 1992 and
various other positions beginning in 1967. Mr. Teske has also owned Teske Rayala
Cranberry Company, a Northland contract cranberry grower, since 1993.

         Ken Iwinski was appointed Vice President-Legal in January 2001 and
Secretary in October 2001. He joined the Company in November 1998 as Assistant
Corporate Counsel/Assistant Secretary. Prior to joining the Company, he
practiced law with the business law firm of Meissner Tierney Fisher & Nichols,
S.C., in Milwaukee, Wisconsin since May 1992.

         Bill Haddow was named Vice President - Purchasing and Logistics in
September 1998. Before that, he served as Vice President-Purchasing,
Transportation and Budget since October 1996; Vice President-Purchasing and
Transportation from May 1993; and Assistant Vice President-Purchasing from 1989.

         Steve Klus was appointed Vice President-Manufacturing in January 2001
as the Company underwent an internal organizational restructuring. Previously he
served as our Manufacturing Division President since September 1998. He joined
us in April 1996 as the Director of Strategic Product Planning. He was appointed
Vice President-Manufacturing in October 1996. Before that, he served as
President-Eastern Division of Seneca Foods Corporation in New York from May
1990.

         John Stauner was appointed Vice President - Agricultural Operations in
January 2001 as the Company underwent an internal organizational restructuring.
Previously he served as our Agricultural Operations Division President since
September 1998; Vice President-Agricultural Operations since October 1996; Vice
President-Operations from May 1995; and Assistant Vice President of Operations
since we were formed in 1987.

         Robert M. Wilson was appointed Vice President-Industrial/Ingredients,
which includes international and fresh fruit sales, in January 2001 as the
Company underwent an internal organizational restructuring. He joined us as our
Industrial-Ingredients Division President in April 1999 when we purchased
Potomac Foods of Virginia, Inc., a broker of fruit juices and other fruit
products. Before that, he was the President and owner of Potomac Foods of
Virginia, Inc., since 1986.

         Nigel Cooper was appointed Corporate Controller in October 2000. Before
that he was a financial and accounting consultant with Resources Connection from
1999. Prior to that he held controller positions with InterAct Security,
Riverplace Inc., Separation Technology and W. Security Systems, Inc. He spent
four years with Price Waterhouse in the U.K. and is a Chartered Accountant.



                                      -21-


                                     PART II

Item 5.  Market for the Company's Common Equity and Related Shareholder Matters.



                    Sale Price Range of Class A Common Stock (1)
- -------------------------------------------------------------------------------------------------
              First Quarter        Second Quarter        Third Quarter       Fourth Quarter
- -------------------------------------------------------------------------------------------------
                          Fiscal Year Ended August 31, 2001
                                                                   
High            $    7.00            $    7.00             $     5.25          $    7.41

Low             $    1.75            $    1.00             $     1.95          $    3.00

                        Fiscal Year Ended August 31, 2000

High            $   29.00            $   29.76             $    27.00          $   17.76

Low             $   20.00            $   20.00             $    13.76          $    5.64

(1) All information in this table has been restated to give effect to the
one-for-four reverse stock split of our Class A Common Stock effected as of the
close of business on November 5, 2001. The range of sale prices listed for each
quarter includes intra-day trading prices as reported on The Nasdaq Stock
Market. These quotations represent inter-dealer prices, without retail mark-up,
mark-down, or commissions, and may not necessarily represent actual
transactions.


         On November 30, 2001, there were approximately 1,130 shareholders of
record for the shares of our Class A Common Stock.

         During fiscal 2001, shares of our Class A Common Stock traded on The
Nasdaq Stock Market under the symbol "CBRYA." On November 5, 2001 (which was
subsequent to the end of fiscal 2001), in contemplation of completing the
Restructuring, we effected a one-for-four reverse stock split of our outstanding
capital stock (which was previously approved by our shareholders at our 2001
annual meeting of shareholders). All share information in the table above has
been restated to give effect to the reverse stock split. Additionally, in
furtherance of the Restructuring, we voluntarily delisted our Class A Common
Stock from trading on The Nasdaq Stock Market and obtained quotation of our
Class A Common Stock on the Over-The-Counter Bulletin Board under a new symbol
("NRCNA") effective on the opening of trading on November 6, 2001. During fiscal
2001, we had two shareholders of record for the shares of our Class B Common
Stock. No public market existed for the shares of our Class B Common Stock
during fiscal 2001. On November 5, 2001, the record holders of the shares of
Class B Common Stock voluntarily converted their shares, pursuant to the terms
of our Articles of Incorporation, into shares of Class A Common Stock on a
one-for-one basis. As a result, as of November 30, 2001, there were no shares of
Class B Common Stock issued and outstanding.

         See Item 6 for information on cash dividends paid on our common stock.
Subsequent to the dividend payment in the third quarter of fiscal 2000, we
indefinitely suspended further dividend payments on our common stock. On
November 30, 2001, the last sale price of shares of our Class A Common Stock was
$0.69 per share.

         On November 6, 2001, in connection with the Restructuring, we issued
(i) 37,122,695 Class A shares, (ii) 1,668,885 Series A Preferred shares, and
(iii) 100 shares of our Series B Preferred Stock to Sun Northland. Each Series A
Preferred share will be automatically converted into 25 Class A shares (subject
to adjustment upon the happening of certain dilutive events) immediately upon
the effectiveness of an amendment to our Articles of Incorporation that has the
effect of increasing the number of authorized Class A shares to a number
sufficient to provide for the issuance of Class A shares upon conversion of all
of the Series A Preferred shares at the conversion rate then in effect. Each
issued and outstanding Series A Preferred share


                                      -22-


is entitled to the number of votes equal to the number of Class A shares into
which such Series A Preferred share is then convertible. The conversion rate is
subject to adjustment under certain circumstances. The consideration for the
issuance of such shares consisted of $7.0 million cash and the assignment by Sun
Northland to us of Assignment, Assumption and Release Agreements with members of
our then-current bank group that gave us the right to acquire our then-existing
indebtedness contained in those agreements in exchange for a total of
approximately $38.4 million in cash and the issuance by us of approximately
$25.7 million in the form of promissory notes and 7,618,987 Class A shares to
certain bank group members who decided to continue as our lenders after the
Restructuring. We issued these shares to Sun Northland in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended. See Notes 9 and 14 of Notes to Consolidated Financial
Statements.

         On November 6, 2001, in connection with the Restructuring and as
mentioned above, we issued (i) 7,618,987 Class A shares to certain bank group
members who decided to continue as our lenders after the Restructuring
(including U.S. Bank, National Association, ARK CLO 2001-1 Limited, and St.
Francis Bank, F.S.B.), and (ii) warrants to purchase an aggregate of 5,086,106
Class A shares, at an exercise price of $.01 per share, to Foothill Capital
Corporation and Ableco Finance LLC, members of our new secured lending group. In
consideration of the issuance of these Class A shares, as well as approximately
$12.4 million in cash and a promissory note in the principal amount of
approximately $25.7 million, U.S. Bank, National Association, ARK CLO 2001-1
Limited, and St. Francis Bank, F.S.B. essentially agreed to forgive
approximately $28.2 million (for financial reporting purposes) of our
then-outstanding indebtedness (or approximately $36.3 million of the aggregate
principal and interest due such banks as of the date of the Restructuring). In
consideration of the issuance of the warrants, Foothill Capital Corporation and
Ableco Finance LLC agreed to enter into a revolving credit facility with us in
the principal amount of $30 million and to provide us an additional $20 million
in financing through two separate term notes, each in the principal amount of
$10 million. The warrants are immediately exercisable. We issued these shares
and warrants in reliance on the exemption from registration contained in Section
4(2) of the Securities Act of 1933, as amended. See Notes 9 and 14 of Notes to
Consolidated Financial Statements.

         The 100 shares of our Series B Preferred Stock that we sold to Sun
Northland in the Restructuring were subsequently transferred by Sun Northland
for nominal consideration to a limited liability company whose managing member
is the Company's Chief Executive Officer and whose other members are officers of
the Company.

         Our Amended and Restated Credit Agreement with U.S. Bank National
Association, as Agent, and our Loan and Security Agreement with Foothill Capital
Corporation, as the Arranger and Administrative Agent, prohibit us from making
any distributions on or redemptions of our capital stock, except that under
certain circumstances, we may redeem employee-owned stock upon the employee's
termination or death.



                                      -23-


Item 6.  Selected Financial Data.



                                                                    (In thousands, except per share data)
                                               ---------------------------------------------------------------------------------
                                                                            Year Ended August 31
                                               --------------- --------------- ---------------- --------------- ----------------
Statement of Operations Data:(1)                    2001            2000            1999             1998            1997
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------

                                                                                                  
Net revenues (3)                                $   125,826     $   207,020     $   201,285      $    95,109     $    40,976
Cost of sales (4)                                   115,496         253,397         152,481           62,475          23,171
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------
Gross profit (loss)                                  10,330         (46,377)         48,804           32,634          17,805
Costs and expenses:
Selling, general and administrative
 expenses (3)                                       (25,522)        (53,654)        (30,974)         (21,022)         (9,569)
Writedowns of long-lived assets and assets
  held for sale                                     (80,125)         (6,000)
Gain (loss) on disposals of businesses and
  property and equipment                              2,118           2,229             (67)             (11)              5
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------
(Loss) income from operations                       (93,199)       (103,802)         17,763           11,601           8,241
Interest expense                                    (18,936)        (14,556)         (8,565)          (6,826)         (4,493)
Interest income                                       2,730           1,387
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------
(Loss) income before income taxes                  (109,405)       (116,971)          9,198            4,775           3,748
Income taxes benefit (expense)                       34,892          12,000          (3,618)          (1,920)         (1,516)
Net (loss) income                               $   (74,513)    $  (104,971)    $     5,580      $     2,855     $     2,232
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------
Weighted average shares                               5,085           5,083           5,052            3,817           3,577
  outstanding - diluted (2)
Per share data:(2)
     Net income (loss) - diluted                $   (14.65)     $   (20.65)     $     1.10       $     0.75      $     0.62
     Cash dividends:
       Class A common                                           $     0.48      $     0.64       $     0.64      $     0.64
       Class B common                                           $     0.436     $     0.582      $     0.582     $     0.582
- ---------------------------------------------- --------------- --------------- ---------------- --------------- ----------------


                                                                                August 31
                                             ---------------------------------------------------------------------------------
Balance Sheet Data:(1)                            2001            2000            1999             1998            1997
- -------------------------------------------- --------------- --------------- ---------------- --------------- ----------------
                                                                                                
Current Assets                                $    84,538     $    85,457     $   141,484      $    71,298     $    39,691
Current Liabilities                                52,893         226,948          30,916           21,811          11,545
Total Assets                                      180,416         284,235         354,921          250,872         180,932
Long-term debt                                     64,589           3,927         147,797           64,276          83,131
Obligations Subsequently Forgiven or
  Exchanged for Common Stock                       84,087
                                                                                                   153,870
Shareholders' equity (deficiency in assets)  (21,154)              53,359         160,553                           76,811
- -------------------------------------------- --------------- --------------- ---------------- --------------- ----------------

(1) See Notes 2, 3 and 4 to Notes to Consolidated Financial Statements for a discussion of
significant acquisitions and dispositions affecting the comparability of information reflected
herein. In addition, on July 1, 1998, we acquired certain net assets of Minot Food Packers, Inc. for
$35.2 million and the issuance of 34,247 Class A shares.

(2) All share and per share data have been restated to give effect to our November 5, 2001
one-for-four reverse stock split. Effective following the third quarter dividend payment in fiscal
2000, we indefinitely suspended dividend payments on our common stock.

(3) Amounts previously reported have been reclassified to conform with the new accounting standards
adopted in the fourth quarter with respect to accounting for the cost of sales incentives provided
to retailers (which we refer to as trade spending and slotting) and consumer coupons as described in
Note 1 to Notes to Consolidated Financial Statements. The costs of such items, which were previously
reported as selling, general and administrative expenses, have been reclassified and reported as
reductions in net revenues.

(4) See Note 5 to Notes to Consolidated Financial Statements for a discussion of the $17.6 million
and $57.4 million inventory lower of cost or market adjustments during the years ended August 31,
2001 and 2000, respectively.


                                      -24-

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Results of Operations

General

         During fiscal 2001, we continued to experience substantial difficulty
generating sufficient cash flow to meet our obligations on a timely basis. We
failed to make certain scheduled monthly interest payments under our revolving
credit facility, and were not in compliance with several provisions of our
former revolving credit agreement and other long-term debt agreements as of the
end of the fiscal year. We were often delinquent on various payments to third
party trade creditors and others. The industry-wide cranberry oversupply
continued to negatively affect cranberry prices. Continued heavy price and
promotional discounting by Ocean Spray and other regional branded competitors
throughout fiscal 2001, combined with our inability to fund a meaningful
marketing campaign, resulted in lost distribution and decreased market share of
our products in various markets. We had reached the maximum in our line of
credit and were not able to obtain any additional financing. As a result of
these and other factors, we incurred a large net loss for fiscal 2001. Some of
these other factors included:

o        An oversupply of cranberries resulting from three consecutive
         nationwide bumper crops culminating with the 1999 harvest, followed by
         what we believe was an inadequate volume regulation under the USDA
         cranberry marketing order for the 2000 crop year, resulted in continued
         large levels of excess cranberry inventories held by us and other
         industry participants. As a result, the per barrel price for
         cranberries continued to decline through the first quarter of fiscal
         2001 and, while the per barrel price has subsequently increased, it has
         not recovered to the extent we anticipated. As a result of these
         factors, our cost to grow the fall 2001 crop and the cost of on-hand
         inventories, including costs to be incurred, were in excess of market
         value, and we determined that it was necessary to write down the
         carrying value of our cranberry inventory by approximately $17.6
         million in the fourth quarter of fiscal 2001. See "--Fiscal 2001
         compared to Fiscal 2000-Cost of Sales."

o        We sold our private label sauce business and a related manufacturing
         facility to Clement Pappas in June 2001 in a cash transaction. Our
         private label sauce business and co-packing sold from the facility
         generated net revenues of approximately $7.8 million, $14.1 million and
         $9.0 million in fiscal 2001, 2000 and 1999, respectively. See "--Fiscal
         2001 Compared to 2000-Revenues."

o        In the fourth quarter of fiscal 2001, as a result of the deterioration
         in the long-term prospects for the cranberry growing and processing
         industry over the summer due, in part, to the implementation of what we
         believe was another inadequate volume regulation under a USDA cranberry
         marketing order for the 2001 calendar year crop, continued large levels
         of excess cranberry inventories held by us and other industry
         participants, forecasted future cranberry market prices for the next
         several years, as well as continued reductions in our anticipated
         cranberry and cranberry concentrate usage requirements related to our
         recent decline in revenues and market share, we decided to restructure
         our operations and identify various long-lived assets to be disposed
         of, and we concluded that the estimated future cash flows of our
         long-lived assets were below the carrying value of such assets.
         Accordingly, during the quarter, we recorded an impairment charge of
         approximately $80.1 million related to writedowns to assets held for
         sale, property and equipment held for use, and goodwill and other
         intangible assets in accordance with Statement of Financial Accounting
         Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-
         Lived Assets and for Long-Lived Assets to Be Disposed Of." See "--
         Fiscal 2001 Compared to 2000--Writedown of Long-Lived Assets Held for
         Sale."

         Although we were successful in retaining distribution in many markets,
the lack of sufficient working capital limited our ability to promote our
products. We reached the point where we felt it was imperative to reach an
agreement with our then-current bank group and to refinance our bank debt, or
else we believed we were faced with liquidating or reorganizing the company in a
bankruptcy proceeding in which our
                                      -25-

creditors would have likely received substantially less value than we felt they
could receive in a restructuring transaction and our shareholders would have
likely been left holding shares with no value.

         On November 6, 2001, we consummated the Restructuring. Generally
speaking, in the Restructuring, Sun Northland entered into certain Assignment,
Assumption and Release Agreements with members of our then-current bank group
which gave Sun Northland, or its assignee, the right to acquire our indebtedness
held by members of our then-current bank group in exchange for a total of
approximately $38.4 million in cash, as well as our issuance of a promissory
note in the principal amount of approximately $25.7 million and 7,618,987 Class
A shares to certain bank group members which decided to continue as our lenders
after the Restructuring. Sun Northland did not provide the foregoing
consideration to our former bank group; instead, Sun Northland entered into the
Purchase Agreement with us, pursuant to which Sun Northland assigned its rights
to those Assignment, Assumption and Release Agreements to us and gave us $7.0
million in cash, in exchange for (i) 37,122,695 Class A shares, (ii) 1,668,885
Series A Preferred shares (each of which will convert automatically into 25
Class A shares upon adoption of an amendment to our articles of incorporation
increasing our authorized Class A shares, and each of which currently has 25
votes), and (iii) 100 shares of our newly created Series B Preferred Stock.
which were subsequently transferred to a limited liability company controlled by
our Chief Executive Officer. Using funding provided by our new secured lenders
and Sun Northland, we acquired a substantial portion of our outstanding
indebtedness from the members of our then-current bank group (under the terms of
the Assignment, Assumption and Release Agreements that were assigned to us by
Sun Northland) in exchange for the consideration noted above, which resulted in
the forgiveness of approximately $81.5 million (for financial reporting
purposes) of our outstanding indebtedness (or approximately $89.0 million of the
aggregate principal and interest due the then-current bank group as of the date
of the Restructuring). We also issued warrants to acquire an aggregate of
5,086,106 Class A shares to Foothill Capital Corporation and Ableco Finance LLC,
which warrants are immediately exercisable and have an exercise price of $.01
per share.

         As a result of the Restructuring, Sun Northland controls approximately
94.4% of our total voting power through (i) the Class A shares and Series A
Preferred shares we issued to Sun Northland, and (ii) the additional 7,618,987
Class A shares over which Sun Northland exercises voting control pursuant to a
Stockholders' Agreement that we entered into with Sun Northland and other
shareholders in connection with the Restructuring. Assuming conversion of the
Series A Preferred shares and full vesting over time of the options to acquire
Class A shares that we issued to key employees in the Restructuring, Sun
Northland owns approximately 77.5% of our fully-diluted Class A shares.

         We believe that the Restructuring will provide us with sufficient
working capital and new borrowing capacity to once again aggressively market and
support the sale of our Northland and Seneca brand juice products in fiscal
2002.

         Additionally, we adopted Emerging Issues Task Force ("EITF") Issue No.
00-14, "Accounting for Certain Sales Incentives" and Issue No. 00-25,
"Accounting for Consideration from a Vendor to a Retailer in Connection with the
Purchase or Promotion of the Vendor's Products," effective in the fourth quarter
of fiscal 2001. Under these new accounting standards, the cost of sales
incentives provided to retailers (which we refer to as "trade spending and
slotting") and consumer coupons are reported as a reduction in net revenues. We
previously reported these costs as selling, general and administrative expenses.
We reclassified prior year consolidated financial statements to conform to the
new requirements, and as a result, approximately $59.2 million and $35.6 million
of amounts previously reported as selling, general and administrative expenses
during the years ended August 31, 2000 and 1999, respectively, have been
reclassified and reported as a reduction of net revenues.

         With our new debt and equity capital structure following the
Restructuring, we feel we are in a position to build on the operational
improvements we put in place in fiscal 2001. Our focus for fiscal 2002 is on
improving our cash position and results of operations through a balanced
marketing approach with an emphasis on profitable growth.



                                      -26-


Fiscal 2001 Compared to Fiscal 2000

         Net Revenues. Our total net revenues decreased 39.2% to $125.8 million
in fiscal 2001 from $207.0 million in fiscal 2000. The decrease resulted
primarily from (i) reduced sales of Northland and Seneca branded products, which
we believe resulted primarily from our change in promotional and pricing
strategies and reduced marketing spending; (ii) reduced co-packing revenue from
a major customer that during the first quarter of fiscal 2001 switched from an
arrangement where we purchased substantially all of the ingredients and sold the
customer finished product to a fee for services performed arrangement; (iii) the
sale of our private label juice business in March 2000; and (iv) the sale of our
cranberry sauce business and a manufacturing facility in June 2001, which
reduced co-packing revenue and revenue from cranberry sauce sales. Trade
spending, slotting and consumer coupons, which is reported as a reduction of net
revenues instead of as a selling, general and administrative expense (see
"--General," above), was down 72.0% to $16.6 million in fiscal 2001 from $59.2
million in fiscal 2000.

         Industry data indicated that, for the 12-week period ended September 9,
2001, our Northland brand 100% juice products achieved a 6.0% market share of
the supermarket shelf-stable cranberry beverage category on a national basis,
down from a 10.9% market share for the 12-week period ended September 10, 2000.
Market share of our Seneca brand cranberry juice product line for the same
period decreased from approximately 2.7% to approximately 0.4%, resulting in a
total combined market share of supermarket shelf-stable cranberry beverages for
our Northland and Seneca branded product lines of approximately 6.4% for the
12-week period ended September 9, 2001, down from approximately 13.6% for the
12-week period ended September 10, 2000. We anticipate our sales and market
share in the first quarter of fiscal 2002 will continue to reflect decreases
from the prior year. However, with the equity capital we received in the
Restructuring, we plan to increase advertising spending in the remaining
quarters of fiscal 2002, and we anticipate our new spending levels will help to
reverse the declining sales and market share trends for our Northland and Seneca
brands in fiscal 2002.

         Cost of Sales. Our cost of sales for fiscal 2001 was $115.5 million
compared to $253.4 million in fiscal 2000, resulting in gross margins of 8.2%
and (22.4)%, respectively. The decrease in cost of sales resulted primarily from
reduced sales of Northland and Seneca branded products, the elimination of costs
associated with production of private label juice products and reduced costs for
reduced sauce and co-packing revenues. Additionally, the decrease resulted from
the change during the first quarter of fiscal 2001 in our arrangement with a
significant co-packing customer from an arrangement where we purchased
substantially all of the ingredients and sold the customer finished product to a
fee for services performed arrangement. The improved margins in fiscal 2001 were
also favorably impacted by improved manufacturing efficiencies and cost
controls.

         We continue to participate in a highly competitive industry
characterized by aggressive pricing policies, changing demand patterns and
downward pressures on gross margins resulting from an excess supply of raw
cranberries and cranberry concentrate, which has resulted in prices paid to
growers which are generally less than production costs. Because our cost to grow
the fall 2001 crop and the cost of on-hand inventories, including costs to be
incurred, was in excess of market value, we wrote down the carrying value of our
cranberry inventory by approximately $17.6 million in the fourth quarter of
fiscal 2001, and by approximately $57.4 million in fiscal 2000. These charges
were also based on management's best estimates of future product sale prices and
consumer demand patterns. In fiscal 2000, we also recognized a restructuring
charge of $1.9 million related to costs associated with closing our Bridgeton,
New Jersey plant and associated employee termination related costs. Our gross
profit without taking into account the effects of these items would have been
$27.9 million and $12.9 million in fiscal 2001 and fiscal 2000, respectively,
which would have resulted in gross margins of 22.2% in fiscal 2001 and 6.2% in
fiscal 2000.

         Selling, General and Administrative Expenses. Our selling, general and
administrative expenses were $25.5 million, or 20.3% of net revenues, in fiscal
2001, compared to $53.7 million, or 25.9% of net revenues, in fiscal 2000. The
$28.2 million reduction in our selling, general and administrative expenses in


                                      -27-


fiscal 2001 was primarily due to (i) a general lack of available cash to fund a
meaningful advertising campaign, which resulted in significant reductions in
advertising and other marketing and sales promotion expenses compared to fiscal
2000 (in which we incurred greater marketing and promotional expenses to support
the Seneca brand and the launch of a new Seneca line of cranberry juice
products, as well as undertook an aggressive marketing campaign to support
development and growth of our Northland brand products); (ii) significant
revisions to our trade promotional practices to reflect our new focus away from
growing sales and market share and toward more profitable operations; (iii) a
reduction in personnel costs resulting from our restructuring efforts; and (iv)
a reduction in personnel costs and selling commissions resulting from our
alliance with Crossmark. The decrease in our selling, general and administrative
expenses was partially offset by increases in outside professional fees incurred
in connection with developing a "turnaround" plan for our operations,
negotiating the terms of our credit facilities with our lenders, related
covenant defaults and forbearance agreements, and continuing efforts to seek
additional or alternative debt and equity financing.

         We expect that selling, general and administrative expenses will
increase in fiscal 2002 primarily as a result of increased advertising as well
as fees for financial advisory services under our new management services
agreement with an affiliate of Sun Northland, partially offset by further
planned reductions in expenses related to our continuing internal restructuring
efforts.

         Writedown of Long-Lived Assets and Assets Held for Sale. We
periodically evaluate the carrying value of property and equipment and
intangible assets in accordance with SFAS No. 121. Long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate
that the assets' carrying values may not be recoverable. In the fourth quarter
of fiscal 2001, for the reasons discussed above under "--General," we
restructured our operations and identified certain long-lived assets to be held
for sale. We also concluded that the estimated future cash flows of our
long-lived assets were below the carrying value of such assets. Accordingly,
during the fourth quarter of fiscal 2001 and in accordance with SFAS No. 121, we
recorded an impairment charge of approximately $80.1 million related to
writedowns to assets held for sale, property and equipment held for use, and
goodwill and other intangible assets. During the year ended August 31, 2000, we
recorded an impairment writedown of $6.0 million related to a closed facility
that is held for sale (see Notes 6 and 7 of Notes to Consolidated Financial
Statements).

         Gain (Loss) on Disposal of Property and Equipment. In fiscal 2001, we
recognized a $2.1 million gain associated with the sale of the net assets of our
private label sauce business and a manufacturing facility in Mountain Home,
North Carolina, as well as certain property and equipment. In fiscal 2000, we
recorded a $2.2 million gain associated with the sale of the net assets of our
private label juice business and certain property and equipment.

         Interest Expense. Our interest expense was $18.9 million for fiscal
2001, compared to $14.6 million in fiscal 2000. The increase in our interest
expense was due to increased debt levels between periods and higher interest
rates during 2001 due in part to revised terms of our revolving credit facility
as a result of our defaults thereunder. The weighted average interest rate on
our borrowings for fiscal 2001 was approximately 10.6%. See "Financial
Condition" below. We expect that, as a result of significant debt forgiveness in
the Restructuring as well as the generally more favorable terms of our new
secured debt arrangements, interest expense will decline in fiscal 2002.

         Interest Income. Our interest income was $2.7 million in fiscal 2001
and $1.4 million in fiscal 2000. Interest income was recognized primarily as a
result of an unsecured, subordinated promissory note we received in connection
with the sale of our private label juice business in March 2000.

         Income Tax Benefit (Expense). In 2001 we recognized income tax benefits
of $34.9 million. Of this amount, $2.1 million resulted from certain refunds
received in 2001 related to farm loss carrybacks. The balance resulted from the
recognition of a tax benefit of $32.8 million for certain net operating loss
carryforwards expected to be utilized for financial reporting purposes during
the first quarter of fiscal 2002 related to forgiveness of certain indebtedness
(see Notes 9 and 14 of Notes to Consolidated Financial


                                      -28-


Statements). In fiscal 2000, we recorded a tax benefit of $12.0 million. Future
deferred income tax benefits of approximately $38.4 million have not been
recognized at August 31, 2001 because of concerns with respect to realization of
those benefits. The "change of ownership" provisions of the Tax Reform Act of
1986 will significantly restrict the utilization of all net operating loss and
tax credit carryforwards that remain after the debt and equity restructuring.
See Note 11 of Notes to Consolidated Financial Statements.

Fiscal 2000 Compared to Fiscal 1999

         Net Revenues. Our total net revenues for fiscal 2000 increased 2.8% to
$207.0 million from $201.3 million during fiscal 1999. The private label juice
business, which we sold to Cliffstar, had revenues of approximately $23.6
million and $40.3 million for the years ended August 31, 2000 and 1999,
respectively. The increased revenues for fiscal 2000 were primarily due to the
effects of a full year of sales of our Seneca branded products, which we
acquired on December 30, 1998, as well as increases over the prior year period
in our co-packing sales and sales to the foodservice channels, all offset by the
loss of revenue related to the private label juice business that we sold.

         Industry data indicated that, for the 12-week period ended September
10, 2000, our Northland brand 100% juice products achieved a 10.9% market share
of the supermarket shelf-stable cranberry beverage category on a national basis,
down from a 12.8% market share for the 12-week period ended September 12, 1999.
Market share of our Seneca brand cranberry juice product line for the same
period increased from approximately 0.6% to approximately 2.7%, resulting in a
total combined market share of supermarket shelf-stable cranberry beverages for
our Northland and Seneca branded product lines of approximately 13.6% for the
12-week period ended September 10, 2000, up from approximately 13.4% for the
12-week period ended September 12, 1999.

         During fiscal 2000, sales of concentrate and bulk frozen fruit
decreased primarily due to continued intense price competition resulting from
the recent industry-wide record cranberry harvests. Co-packing sales increased
in fiscal 2000 primarily as a result of increasing volume with established
customers. Trade spending, slotting and consumer coupons, which are deducted
from net revenues, increased from $35.6 million in 1999 to $59.2 million in
2000.

         Cost of Sales. Our cost of sales for fiscal 2000 was $253.4 million
compared to $152.5 million in fiscal 1999, with gross margins of (22.4)% and
24.2%, respectively. The increase was primarily the result of a pre-tax lower of
cost or market inventory adjustment of $57.4 million and a $1.9 million pre-tax
restructuring charge, consisting primarily of plant closing and employee
termination related costs at our Bridgeton, New Jersey manufacturing facility.
The closing was intended to improve profitability by eliminating overcapacity
and streamlining production operations. Cost of sales without taking into
account the effects of these items would have been $194.1 million for the year
ended August 31, 2000, which would have resulted in a gross margin of 6.2%. In
addition to these charges, cost of sales increased primarily as a result of (i)
charges for inventory obsolescence as a result of the introduction of new
products including our 27% Solution; (ii) expenses associated with the operation
of marshes on which management decided, as a result of the federal marketing
order, not to grow cranberries in fiscal 2000; (iii) the inclusion of a full
year of sales of Seneca brand products; and (iv) changing product mix, including
increased lower margin co-packing sales. The decrease in our gross margin for
fiscal 2000 was primarily due to the lower of cost or market inventory
adjustment, the restructuring charge and industry pricing pressure.

         Selling, General and Administrative Expenses. Our selling, general and
administrative expenses were $53.7 million, or 25.9%, of net revenues for fiscal
2000, compared to $31.0 million, or 15.4% of net revenues, during the prior
fiscal year. The increase in our selling, general and administrative expenses
was attributable primarily to (i) continued aggressive promotional and marketing
strategies intended to support the development and growth of our Northland brand
100% juice products and our Seneca brand products in an increasingly competitive
marketplace; (ii) costs associated with problems encountered in the conversion
of our internal information systems; (iii) expenses associated with the process
of exploring strategic alternatives and


                                      -29-


preparing a turnaround plan for our operations; and (iv) expenses associated
with the national introduction of our new easy grip bottle. Fiscal 2000
advertising expenses in support of our branded products totaled $14.1 million
compared to $10.6 million in fiscal 1999. In addition, in the fourth quarter of
fiscal 2000, we also took a $0.4 million restructuring charge related to
employee termination benefits in connection with the restructuring of our sales
organization as a result of our agreement with Crossmark.

         Gain (Loss) on Disposals of Business and Property and Equipment. In
fiscal 2000, we recognized a $2.2 million gain associated with the sale of the
net assets of our private label juice business and certain property and
equipment.

         Interest Expense. Interest expense was $14.6 million for fiscal 2000
compared to $8.6 million during fiscal 1999. The increase in our interest
expense was due to increased debt levels during most of the year, which resulted
from funding previous acquisitions and increased working capital needs, as well
as certain costs related to, and increased interest rates on, our revolving
credit facility following renegotiation of the terms of the facility in the
third quarter. We also utilized our revolving credit facility to fund increased
levels of inventory, accounts receivable and operating losses, as well as
seasonal operating activities.

         Interest Income. In fiscal 2000, we recognized $1.4 million in interest
income associated with a $28 million unsecured, subordinated promissory note we
received in connection with the sale of our private label juice business.

         Income Tax Benefit (Expense). Due to our net loss, we realized a $12
million income tax benefit in fiscal 2000. We also provided for a valuation
allowance of $30.8 million for deferred income tax assets, as it was more likely
that not that such assets would not be realized. In fiscal 1999, we recorded
income tax expense of $3.6 million.

Financial Condition

         Fiscal 2001. In fiscal 2001 (prior to the Restructuring), net cash
provided by operating activities was $4.7 million, compared to net cash used in
operating activities in fiscal 2000 of $30.9. The $74.5 million net loss for
2001 included non-cash charges of (i) $80.1 million for writedowns of long-lived
assets; (ii) $17.6 million of inventory lower of cost or market adjustments; and
(iii) $9.7 million in depreciation and amortization. Receivables, prepaid
expenses and other current assets decreased $10.3 million from August 31, 2000
as a result of declining revenue levels, which provided us additional cash to
pay down accounts payable and accrued liabilities. Inventory decreased $5.6
million, net of the $17.6 million non-cash lower of cost or market adjustment,
due primarily to reduced raw materials and finished goods inventories caused by
fewer distribution centers and improved inventory management. Working capital
increased $173.1 million to $31.6 million at August 31, 2001 from a deficiency
of $(141.5) million at August 31, 2000. This improvement was due primarily to
the classification at fiscal year end of amounts outstanding under our debt
arrangements as long-term in accordance with our new financing arrangements
secured on November 6, 2001 and certain obligations which were subsequently
forgiven or exchanged for common stock. In addition, we recognized a $32.8
million current deferred income tax asset that is expected to be realized during
the first quarter of fiscal 2002. Our current ratio exclusive of the current
deferred income tax asset increased to 1.0 to 1.0 at August 31, 2001 from 0.4 to
1.0 at August 31, 2000.

         At August 31, 2000 and throughout fiscal year 2001, we were in default
under our loan agreements, had no borrowing capacity under our revolving credit
facility, operated under forbearance agreements with our major secured lenders
and generally experienced an extremely difficult cash flow situation.
Additionally, we are currently in default under the terms of our grower
contracts (see Note 13 of notes to Consolidated Financial Statements). In
September 2000, we were unable to make certain payments due to the growers under
the terms of the contracts and we notified the growers of our intention to defer
payments required under the contracts for the 2000 calendar year crop. The
contracted growers did, however, harvest and deliver their 2000 and 2001
calendar year crops to us and we made all the rescheduled payments


                                      -30-

required by the contracts through August 31, 2001. We are in process of pursuing
amended payment terms under the contracts and are seeking waivers from the
growers.

         Net cash provided by investing activities was $14.8 million in fiscal
2001 compared to $4.0 million in fiscal 2000. Collections on the note receivable
from Cliffstar were $1.8 million in fiscal 2001 versus $0.3 million in fiscal
2000. Property and equipment purchases decreased from $5.4 million in fiscal
2000 to $0.4 million in fiscal 2001. Proceeds from disposals of businesses,
property and equipment and assets held for sale was $13.4 million in fiscal 2001
compared to $8.7 million in fiscal 2000, and consisted primarily of the sale of
the private label sauce business and Mountain Home, North Carolina manufacturing
facility in fiscal 2001, and the sale of our private label juice business in
fiscal 2000.

         Our net cash used in financing activities was $18.2 million in fiscal
2001 compared to net cash provided by financing activities of $26.3 million in
fiscal 2000. We repaid $15.7 million of principal on our revolving credit
facility in 2001, primarily from proceeds from disposals of the private label
sauce business and related property and equipment. In fiscal 2000, we borrowed
an additional $31.0 million on this bank revolving credit facility which brought
us up to the maximum available credit limit. In fiscal 2000 we paid dividends on
our common stock of $2.4 million; however, we suspended dividend payments on our
common stock indefinitely following the third quarter dividend payment in fiscal
2000.

         Subsequent to the Restructuring. As part of the Restructuring, we
entered into an Amended and Restated Credit Agreement with certain members of
our former bank group which evidences, among other things, our obligation to
repay the revised term loan of approximately $25.7 million that we issued to
those creditors in the Restructuring. Payments on the revised term loan are due
monthly based on the prime interest rate, as defined, plus 1% (6% as of November
6, 2001) applied against the outstanding stated principal balance, with an
additional $1.7 million payable on November 6, 2002 and additional monthly
payments of approximately $133,000 due commencing on December 1, 2003 and
continuing to through October 1, 2006, with a final payment of approximately
$19.3 million due on November 1, 2006. The revised term loan is collateralized
by specific assets, and we are required to make certain mandatory prepayments to
the extent of any net proceeds received from the sale of such assets or to the
extent that a note received in connection with the sale of such assets, or
assets previously sold, is collected. The future cash payments required under
the Restructured Bank Note are to be applied against the adjusted carrying value
of the Restructured Note, with generally no interest expense recognized for
financial reporting purposes, in accordance with SFAS No. 15, as long as we make
the scheduled payments in accordance with the Restructured Bank Note and there
are no changes to the interest rate.

         Additionally, we entered into a Loan and Security Agreement on November
6, 2001 with Foothill Capital Corporation and Ableco Finance LLC. Under this
loan agreement, Foothill and Ableco provided us with two term loans, each in the
principal amount of $10 million, and a new $30 million revolving credit
facility. The term loans and the credit facility mature and/or expire on
November 6, 2006, and interest accrues on the outstanding principal balance
thereunder at the greater of 7.0% or the prime rate, as defined, plus 1%.
Quarterly principal payments of $625,000, plus additional principal payments
equal to (i) the quarterly principal payments received on Cliffstar's promissory
note in excess of $625,000 and (ii) all earnout payments received under the
asset purchase agreement between us and Cliffstar, are due on the first term
loan. Monthly principal payments of $166,667 are due on the second term loan.
The debt is collateralized by specific assets.

         In addition to the Restructuring, we also restructured and modified the
terms of approximately $20.7 million in outstanding borrowings under two term
loans with an insurance company, consolidating those two term loans into one new
note with a stated principal amount of approximately $19.1 and a stated interest
rate of 5% for the first two years of the note, increasing by 1% annually
thereafter, with a maximum interest rate of 9% in the sixth and final year. The
note is payable in monthly installments of approximately $186,000 commencing
December 1, 2001, adjusted periodically as the stated interest rate increases,
with a final payment

                                      -31-

of approximately $11.6 million due November 1, 2007. The effective interest rate
to be recognized for financial reporting purposes will approximate 4.5%. The
note is collateralized by specific assets.

         We also renegotiated the terms of our unsecured debt arrangements with
certain of our larger unsecured creditors, resulting in the cancellation of
approximately $3.5 million of additional indebtedness previously owing to those
creditors that will be recognized as an extraordinary gain, net of legal fees,
other direct costs and income taxes, in the first quarter of fiscal 2002.

         We also issued fee notes to Foothill and Ableco in the aggregate
principal amount of $5 million, which are payable in full on November 6, 2006.
The fee notes will be discounted for financial reporting purposes and charged to
operations as additional interest expense over the terms of the related debt.

         As also required by the Purchase Agreement, we entered into a
Management Services Agreement with Sun Capital Partners Management, LLC, an
affiliate of Sun Northland, pursuant to which Sun Capital Partners Management,
LLC will provide various financial and management consulting services to us in
exchange for an annual fee (which is paid in quarterly installments) equal to
the greater of $400,000 or 6% of our EBITDA (as defined therein), provided that
the fee may not exceed $1 million a year unless approved by a majority of our
directors who are not affiliates of Sun Capital Partners Management, LLC. This
agreement terminates on the earlier of November 6, 2008 or the date on which Sun
Northland and its affiliates no longer own at least 50% of our voting power.

         We anticipate that we will recognize an extraordinary gain on the
forgiveness of indebtedness of approximately $83.5 million during the first
quarter of fiscal 2002, net of our best estimate of the amount of legal fees and
other direct costs incurred and the estimated fair value of the Class A shares
issued to the banks in the Restructuring. For financial reporting purposes, the
$83.5 million anticipated gain on the forgiveness of indebtedness will be
reported net of income taxes, which are estimated to approximate $32.8 million,
resulting in a net extraordinary gain of approximately $50.7 million. Such
estimated amounts are expected to be known and finalized by the date we report
our consolidated operating results for the first quarter of fiscal 2002.

         The extraordinary gain, combined with the additional equity contributed
by Sun Capital, the common stock issued to the participating banks and the
warrants issued to Foothill and Abelco is estimated to provide us with
approximately $57.4 million of additional stockholders' equity which was
received during the first quarter of our fiscal 2002.

         As of November 30, 2001, we had outstanding borrowings of $9.9 million
under our $30 million revolving credit facility with Foothill and Ableco. We
believe that we will be able to fund our ongoing operational needs for the
remainder of fiscal 2002, and the foreseeable future through (i) cash generated
from operations; (ii) financing available under our revolving credit facility
with Foothill and Ableco; (iii) intended actions to reduce our near-term working
capital requirements; and (iv) additional measures to reduce costs and improve
cash flow from operations.

         As of November 30, 2001, we were in compliance with all of our new debt
arrangements.

         Pro-Forma Financial Position. We have set forth below an unaudited,
pro-forma condensed consolidated balance sheet which reflects our pro-forma
financial position on August 31, 2001 as if the Restructuring occurred on that
date. The information in the table does not represent historical data and is not
presented in conformity with accounting principles generally accepted in the
United States of America. Rather, it is intended solely to provide a brief
summary of what our financial position would have been on August 31, 2001 had
the Restructuring occurred on that date. You should not rely on this information
as indicative of what our actual financial position will be at any future date.



                                      -32-

                 Pro-Forma Condensed Consolidated Balance Sheet
                                   (unaudited)

      Assets:                                               August 31, 2001

      Current Assets                                        $       51,300
      Long-Term Assets                                             101,100
                                                            --------------
               Total Assets                                 $      152,400
                                                            ==============

      Liabilities and Shareholders' Equity:

      Current Liabilities                                   $       52,930
      Long-Term Debt                                                65,570
                                                            --------------
               Total Liabilities                                   118,500
      Shareholders' Equity                                          33,900
                                                            --------------

      Total Liabilities and Shareholders' Equity            $      152,400
                                                            ==============

         After giving effect to the Restructuring, our pro-forma condensed
consolidated balance sheet as of August 31, 2001 reflects total debt (including
the current portion) of $97.1 million for a total debt to equity ratio on a
pro-forma basis of 2.9 to 1.0 compared to total debt of $181.0 million and debt
to equity ratio of 3.4 to 1.0 at August 31, 2000. Our current ratio on a
pro-forma basis decreased to 1.0 to 1.0 from 1.6 to 1.0 at August 31, 2001 based
on our actual financial position.

         We arrived at the information reflected in the pro-forma condensed
consolidated balance sheet presented above by reflecting various adjustments
resulting from the Restructuring as if the Restructuring had occurred on August
31, 2001. These adjustments included (i) our new financing with Foothill and
Ableco; (ii) the restructuring of our former bank debt; (iii) the equity
investment by Sun Northland; (iv) the restructuring of our debt with an
insurance company; and (v) settlements of various other vendor obligations. In
addition, we reflected all transaction costs incurred in the Restructuring and
the tax impacts of the Restructuring. Finally, we revised the current and
long-term portion of debt to the amounts that would have existed had the
Restructuring occurred on August 31, 2001.

         Depending upon our future sales levels and relative sales mix of
products during fiscal 2002, we expect our working capital requirements to
fluctuate periodically during fiscal 2002.

Quarterly Results

         Our quarterly results in fiscal 2001 varied significantly from
comparative quarters in the prior fiscal year and from quarter to quarter during
fiscal 2001:

         o Net revenues declined in each of the first three quarters, with an
increase in the fourth quarter. This trend was directly related to our actions
to refocus our trade promotional strategies to emphasize profitability, as
opposed to generating revenue growth, and our lack of media advertising due to
our cash position.

         o Our significant losses before income taxes in the fourth quarter of
fiscal 2001 resulted from a $17.6 million lower of cost or market inventory
adjustment and an $80.1 million charge for impairment of long-lived assets and
assets held for sale. The second quarter of fiscal 2000 included a $27.0 million
lower of cost or market inventory adjustment, and the fourth quarter of fiscal
2000 included a $30.4 million lower of cost or market inventory adjustment and
additional charges, including an $8.3 million charge associated with certain
internal restructuring efforts, which included an impairment charge of $6.0
million.

                                      -33-


         Our quarterly results will likely continue to fluctuate in fiscal 2002
and will likely cause comparisons with prior quarters to be unmeaningful,
largely because (i) while we anticipate significant increases in marketing and
trade promotional spending during future quarterly periods, such spending may
vary based on then current market and competitive conditions and other factors;
(ii) we anticipate revenues to increase even as we focus our promotional
strategies on returning to profitable operations; and (iii) we expect to
continue to realize cost savings from our internal restructuring efforts.

         The following table contains unaudited selected historical quarterly
information, which includes adjustments, consisting only of normal recurring
adjustments (except for (i) during the quarter ended August 31, 2001, we
recorded an inventory lower of cost or market adjustment of $17.6 million to
cost of sales and an $80.1 million charge for impairment of long-lived assets
and assets held for sale; (ii) during the quarter ended February 29, 2000, we
recorded an inventory lower of cost or market adjustment of $27.0 million to
cost of sales; (iii) during the quarter ended August 31, 2000, we recorded a
lower of cost or market inventory adjustment of $30.4 million, a $6.0 million
charge for impairment of long-lived assets and assets held for sale, and a
restructuring charge of $1.9 million to cost of sales and $0.4 million to
selling, general and administrative expenses; (iv) during the quarters ended
August 31, 2001 and May 31, 2000, we recognized gains on the disposals of
certain private label businesses and related property and equipment of $1.7
million and $2.1 million, respectively; and (v) during the quarter ended August
31, 2001, we recorded an income tax benefit of $32.8 million related to certain
net operating loss carryforwards which will be utilized to offset debt
forgiveness income as a result of the Restructuring), that we considered
necessary for a fair presentation:



                                                                     Fiscal Quarters Ended
                                                             (In thousands, except per share data)
                                                Fiscal 2001                                        Fiscal 2000
                              ------------------------------------------------- ---------------------------------------------------
                              Aug. 31,    May 31,      Feb. 28,     Nov. 30,      Aug. 31,      May 31,     Feb. 29,    Nov. 30,
                                 2001        2001        2001         2000          2000         2000         2000         1999
                              ----------- ----------- ------------ ------------ ------------- ------------ ------------ -----------
                                                                                                  
Net revenues (1)               $31,359     $26,602     $27,856      $40,009       $33,997       $52,675      $58,703      $61,645

Gross profit (loss) (1)         (9,360)      5,767       5,778        8,145       (55,482)       13,353      (14,338)      10,090
Writedowns of long-lived
    assets and assets held
    for sale (1)               (80,125)                                            (6,000)

(Loss) income before taxes    (103,742)     (2,406)     (3,445)         188       (78,602)       (4,410)     (34,512)         553

Net (loss) income             $(70,942)    $(2,406)    $(1,353)        $188      $(79,846)      $(4,410)    $(21,036)        $321

Net income per
share-diluted: (2)
  Weighted average shares
  outstanding                    5,085       5,085       5,085        5,085         5,085         5,085        5,085        5,076
  Net (loss) income per
  share                        $(13.95)    $(0.47)      $(0.27)       $0.04       $(15.70)       $(0.87)      $(4.14)       $0.06
Cash dividends
per share: (2)
  Per Class A share                                                                               0.160        0.160        0.160
  Per Class B share                                                                               0.145        0.145        0.145

(1) Amounts previously reported have been reclassified to conform with the new accounting standards
adopted in the fourth quarter with respect to accounting for the cost of sales incentives provided
to retailers (which we refer to as trade spending and slotting) and consumer coupons as described in
Note 1 to Notes to Consolidated Financial Statements. The costs of such items, which were previously
reported as selling, general and administrative expenses, have been reclassified and reported as
reductions in net revenues. Certain other amounts previously reported have been reclassified to
conform to the current presentation.

(2) All share and per share data has been restated to give effect to our November 5, 2001
one-for-four reverse stock split. Effective following the third quarter dividend payment in fiscal
2000, we indefinitely suspended dividend payments on our common stock.


         Certain amounts previously reported have been reclassified as discussed
in footnote (1) to the table above. The following table sets forth a
reconciliation of such previously reported amounts.

                                      -34-




                                                                     Fiscal Quarters Ended
                                                                         (In thousands)
                                                Fiscal 2001                                        Fiscal 2000
                              ------------------------------------------------- ---------------------------------------------------
                              Aug. 31,    May 31,      Feb. 28,     Nov. 30,      Aug. 31,      May 31,     Feb. 29,    Nov. 30,
                                2001        2001        2001          2000          2000         2000         2000         1999
                              ------------------------------------------------- ---------------------------------------------------
                                                                                                 
Net revenues as previously
  reported                    $31,359     $30,281     $32,477      $44,762      $61,206       $61,417      $68,621       $74,967
Reclassification
  adjustments                              (3,679)     (4,591)      (4,753)     (27,209)       (8,742)      (9,918)      (13,322)
Net revenues as reported      $31,359     $26,602     $27,856      $40,009      $33,997       $52,675      $58,703       $61,645

Gross profit (loss) as
  previously reported         $(9,360)    $10,599     $11,960      $14,603     $(34,273)      $22,095      $(4,420)      $23,412
Reclassification
  adjustments                              (4,832)     (6,182)      (6,458)     (21,209)       (8,742)      (9,918)      (13,322)
Gross profit (loss) as
  reported                    $(9,360)     $5,767      $5,778       $8,145     $(55,482)      $13,353     $(14,338)      $10,090


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.

         We do not enter into any material futures, forwards, swaps, options or
other derivative financial instruments for trading or other purposes. Our
primary exposure to market risk is related to changes in interest rates and the
effects those changes may have on our earnings as a result of our long-term
financing arrangements. We manage our exposure to this market risk by monitoring
interest rates and possible alternative means of financing. Our earnings are
affected by changes in short-term interest rates under our revolving credit
agreement, pursuant to which our borrowings bear interest at a variable rate.
Based upon the debt outstanding under our former revolving credit agreement and
bank term note as of August 31, 2001, an increase of 1.0% in market interest
rates would have increased interest expense and decreased earnings before income
taxes by approximately $1.4 million. As a result of the Restructuring, we
currently have significantly less debt outstanding than we did at August 31,
2001, and as a result we would be less impacted by an increase in market
interest rates. This analysis does not take into account any actions we might
take in an effort to mitigate our exposure in the event interest rates were to
change materially. See Note 9 of Notes to Consolidated Financial Statements. As
of August 31, 2001, we were experiencing financial difficultites and did not
make our scheduled payments on certain debt obligations that were subsequently
restructured and/or forgiven. Accordingly, we have determined that it is not
practicable to estimate the fair value of our debt obligations as of August 31,
2001.


                                      -35-


Item 8.  Financial Statements and Supplementary Data.


INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board
  of Directors of Northland Cranberries, Inc.:

         We have audited the accompanying consolidated balance sheets of
Northland Cranberries, Inc. and subsidiaries as of August 31, 2001 and 2000, and
the related consolidated statements of operations, shareholders' equity
(deficiency in assets) and cash flows for each of the three years in the period
ended August 31, 2001. Our audits also included the consolidated financial
statement schedule listed at Item 14(a)(2). These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Northland Cranberries, Inc.
and subsidiaries as of August 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
August 31, 2001, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

         As discussed in Notes 9 and 14 to the consolidated financial
statements, on November 6, 2001, the Company completed a debt and equity
restructuring.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
November 30, 2001


                                      -36-




NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2001 AND 2000
- ---------------------------------------------------------------------------------------------------


ASSETS                                                                      2001           2000

CURRENT ASSETS:
                                                                                
  Cash and cash equivalents                                            $  1,487,002   $    164,211
  Accounts receivable                                                    10,629,588     20,650,152
  Current portion of note receivable and accounts receivable - other      8,530,238      7,787,365
  Inventories                                                            24,381,940     48,200,907
  Prepaid expenses and other current assets                                 878,983      2,009,489
  Deferred income taxes                                                  32,800,000
  Assets held for sale                                                    5,830,000      6,644,859
                                                                       ------------   ------------

Total current assets                                                     84,537,751     85,456,983


NOTE RECEIVABLE, Less current portion                                    23,000,000     26,000,000

PROPERTY AND EQUIPMENT - Net                                             71,907,266    153,119,069

OTHER ASSETS                                                                970,509      1,930,607

INTANGIBLE ASSETS - Net                                                                 17,728,274

                                                                       ------------   ------------
TOTAL ASSETS                                                           $180,415,526   $284,234,933
                                                                       ============   ============


See notes to consolidated financial statements.



                                      -37-



NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2001 AND 2000
- -------------------------------------------------------------------------------------------


LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIENCY IN ASSETS)                                           2001           2000

CURRENT LIABILITIES:
                                                                        
  Accounts payable                                           $   6,928,762    $  31,357,380
  Accrued liabilities                                           12,589,434       18,489,027
  Current maturities of long-term debt                          33,374,495      177,101,992
                                                             -------------    -------------
         Total current liabilities                              52,892,691      226,948,399

LONG-TERM DEBT, Less current maturities                         64,589,196        3,927,069

OBLIGATIONS SUBSEQUENTLY FORGIVEN OR
  EXCHANGED FOR COMMON STOCK                                    84,087,222
                                                             -------------    -------------

         Total liabilities                                     201,569,109      230,875,468
                                                             -------------    -------------

COMMITMENTS AND CONTINGENCIES
  (Notes 2, 9, 10, 13 and 14)

SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS):
  Preferred stock, $.01 par value, 5,000,000 shares
     authorized, none issued
  Common stock:
     Class A, $.01 par value, 4,925,555
        shares issued and outstanding                               49,256           49,256
     Class B, $.01 par value, 159,051
       shares issued and outstanding                                 1,591            1,591
  Additional paid-in capital                                   149,129,317      149,129,317
  Accumulated deficit                                         (170,333,747)     (95,820,699)
                                                             -------------    -------------

         Total shareholders' equity (deficiency in assets)     (21,153,583)      53,359,465
                                                             -------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIENCY IN ASSETS)                                     $ 180,415,526    $ 284,234,933
                                                             =============    =============



                                      -38-




NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED AUGUST 31, 2001, 2000 AND 1999
- -----------------------------------------------------------------------------------------

                                               2001            2000            1999
                                                                  
NET REVENUES                             $ 125,825,641    $ 207,020,280    $ 201,285,006

COST OF SALES                              115,495,961      253,396,905      152,481,190
                                         -------------    -------------    -------------
GROSS PROFIT (LOSS)                         10,329,680      (46,376,625)      48,803,816

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                   (25,522,336)     (53,654,139)     (30,973,918)

WRITEDOWNS OF LONG-LIVED ASSETS AND
  ASSETS HELD FOR SALE                     (80,125,000)      (6,000,000)

GAIN (LOSS) ON DISPOSALS OF BUSINESSES
  AND PROPERTY AND EQUIPMENT                 2,118,257        2,228,691          (67,061)
                                         -------------    -------------    -------------
(LOSS) INCOME FROM OPERATIONS              (93,199,399)    (103,802,073)      17,762,837

INTEREST EXPENSE                           (18,936,343)     (14,556,330)      (8,564,480)

INTEREST INCOME                              2,730,694        1,387,827
                                         -------------    -------------    -------------
(LOSS) INCOME BEFORE INCOME TAXES         (109,405,048)    (116,970,576)       9,198,357

INCOME TAX BENEFIT (EXPENSE)                34,892,000       12,000,000       (3,618,000)
                                         -------------    -------------    -------------

NET (LOSS) INCOME                        $ (74,513,048)   $(104,970,576)   $   5,580,357
                                         =============    =============    =============

NET (LOSS) INCOME PER SHARE:
  Basic                                  $      (14.65)   $      (20.65)   $        1.12
  Diluted                                       (14.65)          (20.65)            1.10

SHARES USED IN COMPUTING NET (LOSS)
  INCOME PER SHARE:
  Basic                                      5,084,606        5,082,510        5,001,379
  Diluted                                    5,084,606        5,082,510        5,051,628




See notes to consolidated financial statements.


                                      -39-




NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED AUGUST 31, 2001, 2000 AND 1999
- -------------------------------------------------------------------------------------------------------------------------

                                                                               2001             2000             1999
OPERATING ACTIVITIES:
                                                                                                  
  Net (loss) income                                                      $ (74,513,048)   $(104,970,576)   $   5,580,357
  Adjustments to reconcile net (loss) income to net
     cash provided by (used in) operating activities:
     Depreciation and amortization of property and equipment                 8,962,236        8,157,849        8,010,453
     Amortization of tradenames, trademarks and goodwill                       774,275          794,916          842,944
     Provision for deferred income taxes                                   (32,800,000)     (11,323,000)       2,473,000
     Provision for inventory lower of cost or market adjustments            17,603,000       57,400,000
     Provision for writedown of assets held for sale                        14,980,000        6,000,000
     Provision for writedown of property and equipment                      50,484,000
     Provision for writedown of intangible assets                           14,661,000
     (Gain) loss on disposals of businesses and property and equipment      (2,118,257)      (2,228,691)          67,061
     Changes in assets and liabilities (net of effects
       of business acquisitions and dispositions):
       Receivables, prepaid expenses and other current assets               10,331,194        5,019,396      (14,807,868)
       Inventories                                                           5,569,367      (15,176,886)     (30,680,548)
       Accounts payable and accrued liabilities                             (9,245,139)      25,390,681       (4,521,337)
                                                                         -------------    -------------    -------------

          Net cash provided by (used in) operating activities                4,688,628      (30,936,311)     (33,035,938)
                                                                         -------------    -------------    -------------

INVESTING ACTIVITIES:
  Acquisitions of businesses                                                                                 (31,700,438)
  Proceeds from disposals of businesses,
     property and equipment and
     assets held for sale                                                   13,435,019        8,676,478           40,778
  Property and equipment purchases                                            (406,412)      (5,397,401)      (8,333,350)
  Collections on note receivable                                             1,750,000          250,000
  Net decrease (increase) in other assets                                       33,802          497,721         (658,510)
                                                                         -------------    -------------    -------------

          Net cash provided by (used in) investing activities               14,812,409        4,026,798      (40,651,520)
                                                                         -------------    -------------    -------------

FINANCING ACTIVITIES:
  Net (decrease) increase in borrowings
   under revolving credit facilities                                       (15,695,300)      30,950,000       90,950,000
  Payments on long-term debt                                                (2,482,946)      (2,388,289)     (14,122,493)
  Dividends paid                                                                             (2,431,863)      (3,194,024)
  Exercise of stock options                                                                     174,750          475,911
  Other                                                                                                         (286,236)
                                                                         -------------    -------------    -------------

          Net cash (used in) provided by financing activities              (18,178,246)      26,304,598       73,823,158
                                                                         -------------    -------------    -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         1,322,791         (604,915)         135,700

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                   164,211          769,126          633,426
                                                                         -------------    -------------    -------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                   $   1,487,002    $     164,211    $     769,126
                                                                         =============    =============    =============

SUPPLEMENTAL CASH FLOW INFORMATION -
 Cash paid during the year for:
     Interest (net of amounts capitalized)                               $   4,937,583    $  13,672,749    $   8,458,891
     Income taxes (refunded) - net                                          (3,193,197)         698,736          669,700

SUPPLEMENTAL NON-CASH INVESTING AND
  FINANCING ACTIVITIES (Notes 2 and 9)

See notes to consolidated financial statements.



                                      -40-




NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
YEARS ENDED AUGUST 31, 2001, 2000 AND 1999
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                            Total
                                                Common Stock                            Retained         Shareholders'
                                           --------------------       Additional        Earnings            Equity
                                                                        Paid-in        (Accumulated       (Deficiency
                                            Class A     Class B         Capital          Deficit)          in Assets)

                                                                                          
BALANCE, AUGUST 31, 1998                   $  47,683    $ 1,591      $  144,625,044   $   9,195,407      $  153,869,725

  Common stock issued for acquistions of
     businesses (114,322 shares)               1,143                      3,470,287                           3,471,430
  Common stock issued for compensation
     (1,000 shares)                               10                         58,054                              58,064
  Stock options exercised (30,338 shares)        303                        475,608                             475,911
  Tax benefit from exercise of stock
     options                                                                291,919                             291,919
  Cash dividends paid:
     Class A ($0.64 per share)                                                           (3,101,495)         (3,101,495)
     Class B ($0.58176 per share)                                                           (92,529)            (92,529)
  Net income                                                                              5,580,357           5,580,357
                                           ---------    -------       -------------    ------------        ------------
BALANCE, AUGUST 31, 1999                      49,139      1,591         148,920,912      11,581,740         160,553,382

  Stock options exercised (11,650
   shares)                                       117                        174,633                             174,750
  Tax benefit from exercise of stock
   options                                                                   33,772                              33,772
  Cash dividends paid:
     Class A ($0.48 per share)                                                           (2,362,466)         (2,362,466)
     Class B ($0.43632 per share)                                                           (69,397)            (69,397)
  Net loss                                                                             (104,970,576)       (104,970,576)
                                           ---------    -------       -------------    ------------        ------------
BALANCE, AUGUST 31, 2000                      49,256      1,591         149,129,317     (95,820,699)         53,359,465

  Net loss                                                                              (74,513,048)        (74,513,048)
                                           ---------    -------       -------------    ------------        ------------
BALANCE, AUGUST 31, 2001                    $ 49,256    $ 1,591       $ 149,129,317  $ (170,333,747)      $ (21,153,583)
                                           =========    =======       =============    ============        ============



See notes to consolidated financial statements.

                                      -41-


NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED AUGUST 31, 2001, 2000 AND 1999
- --------------------------------------------------------------------------------

1.       NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Nature of Operations - The business of Northland Cranberries, Inc. (the
         "Company") consists principally of growing and selling cranberries and
         cranberry products. The Company's vertical integration business
         strategy includes marketing and selling its Northland, Seneca,
         TreeSweet and Awake brand cranberry and other fruit juice products,
         fresh, frozen, and dried cranberries, and cranberry concentrate
         domestically through retail supermarkets and through other distribution
         channels, both domestically and internationally. In addition, the
         Company produces and packages juice beverages for other companies on a
         contract-manufacturing basis.

         Business Risks - Production levels of cranberries combined with on-hand
         levels of inventories continue to exceed industry demand. Prices paid
         to growers for raw cranberries are currently below production costs for
         many growers. The Company currently operates in a marketplace that has
         experienced increased levels of competitive price discounting and
         selling activities as the industry responds to the excess cranberry
         supply levels. In July 2000, the United States Department of
         Agriculture ("USDA") adopted a volume regulation under a federal
         marketing order which was designed to reduce the industry-wide
         cranberry crop for the 2000 calendar year crop from levels of that of
         the previous three years. In June of 2001, the USDA adopted a volume
         regulation under a federal marketing order for the 2001 calendar year
         crop which is intended to further reduce the industry-wide cranberry
         crop. In addition, Federal legislation signed on October 27, 2000
         provided for an aggregate of approximately $20 million in direct
         payments to certain growers with funds from the Commodity Credit
         Corporation ("CCC") and approximately $30 million in funding for the
         USDA to purchase cranberry products for school lunch and other meal
         programs. The Company received approximately $1,190,000 in direct
         payments from the CCC during the year ended August 31, 2001, which was
         recorded as net revenues in the consolidated statement of operations
         for the year then ended. In addition, the Company was awarded contracts
         and provided concentrate to other contract awardees which generated net
         revenues of approximately $4,677,000 during the year ended August 31,
         2001 related to sales under the USDA cranberry product purchase
         programs.

         As described in Note 9, the Company did not make its scheduled
         principal and interest payments on a revolving credit facility with
         various banks and the term loans payable to an insurance company during
         the year ended August 31, 2001, and the Company was not in compliance
         with several provisions of such debt agreements as of and for the years
         ended August 31, 2001 and 2000. Under the terms of the Company's debt
         agreements, the lenders had the ability to call all outstanding
         principal and interest thereunder immediately due and payable. During
         the year ended August 31, 2001, management explored various
         alternatives with respect to obtaining additional equity and debt
         financing, and continued efforts to restructure and/or refinance its
         debt facilities, reduce costs and to explore various strategic
         alternatives related to the sale of all or a portion of the Company's
         assets or common stock and on November 6, 2001, as described in Notes 9
         and 14, completed a debt and equity restructuring. Management of the
         Company believes, that as a result of the restructuring, the Company's
         debt facilities and expected cash flows from operations, will be
         sufficient to support the Company's liquidity requirements for the
         remainder of the year ending August 31, 2002 and for the foreseeable
         future.

         Principles of Consolidation - The consolidated financial statements
         include the accounts of the Company and its wholly owned subsidiaries.
         All significant intercompany accounts and transactions have been
         eliminated in consolidation.


                                      -42-


         Cash and Cash Equivalents - Cash and cash equivalents consist primarily
         of amounts on deposit at various banks.

         Concentration of Credit Risk and Significant Customer - The Company
         manufactures and sells to wholesale food processors, distributors and
         retailers throughout the United States. The Company performs certain
         credit evaluation procedures and does not require collateral. Accounts
         receivable are stated net of allowances for doubtful accounts of
         approximately $300,000 and $250,000 as of August 31, 2001 and 2000,
         respectively. During the years ended August 31, 2001 and 2000, the
         Company had revenues from a customer, for which the Company produces
         and packages juice beverages, of approximately $12,862,000 and
         $45,888,000, respectively, or 10.2% and 22.2%, respectively, of net
         revenues. The reduction in net revenues resulted primarily from a
         change during the first quarter of the year ended August 31, 2001 from
         an arrangement where the Company purchased substantially all of the
         ingredients and sold the customer finished product to a fee for
         services performed arrangement. Accounts receivable as of August 31,
         2001 and 2000 included approximately $968,000 and $6,563,000,
         respectively, due from this customer. During the year ended August 31,
         1999, the Company did not have net revenues from any customer that
         exceeded 10% of net revenues.

         Inventories - Inventories, which primarily consist of cranberries,
         cranberry and other concentrates, juice, packaging supplies and
         deferred crop costs, are stated at the lower of cost or market.
         Inventory market writedowns are provided when the estimated sales value
         of such inventories, less estimated completion and disposition costs,
         exceeds the cost or carrying value of the inventories. The market
         estimates are based on management's best estimates of future selling
         prices and costs for the periods during which the cranberries are grown
         and the cranberries and cranberry related products are expected to be
         sold. The market estimates are dependent upon several factors
         including, but not limited to, price, product mix, demand, costs and
         the period of time which it takes to sell the inventory. Such factors
         are all subject to significant fluctuations. Cranberries and cranberry
         content of inventories are accounted for using the specific
         identification costing method, which approximates the first-in,
         first-out ("FIFO") costing method. All other inventory items are
         accounted for using the FIFO costing method. Deferred crop costs
         consist of those costs related to the growing of the crop which will be
         harvested in the following fiscal year.

         Assets Held for Sale - Assets held for sale are carried at estimated
         fair value, less costs of disposal, which is less than the original
         carrying value of the assets.

         Property and Equipment - Property and equipment are stated at cost,
         less depreciation and amortization using the straight-line method over
         the estimated useful lives. The costs related to the development of new
         productive cranberry beds are capitalized during the development period
         until commercial production is achieved (generally the fifth growing
         season after planting). Amounts included in construction in progress
         include construction costs of beds, dikes and ditches, irrigation
         systems, and costs associated with vine clippings planted. In addition,
         during the development period, certain direct costs are capitalized in
         construction in progress. The Company depreciates buildings, land
         improvements, cranberry vines, bulkheads and irrigation equipment over
         30 to 40 years and other depreciable assets over 3 to 10 years.

         Intangible Assets - Tradenames, trademarks and goodwill (excess of
         purchase price over fair value of net assets acquired) were amortized
         using the straight-line method, principally over a period of 40 years
         (see Note 7).

         Long-Lived Assets - The Company periodically evaluates the carrying
         value of property and equipment and intangible assets in accordance
         with Statement of Financial Accounting Standards ("SFAS") No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to Be Disposed Of." Long-lived assets are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying values may not be recoverable. If the sum of the expected

                                      -43-

         future undiscounted cash flows is less than the carrying value of the
         assets, a loss is recognized for the difference between the fair value
         and carrying value of the assets. In the fourth quarter of the year
         ended August 31, 2001, as a result of the deterioration in the
         long-term prospects for the cranberry growing and processing industry
         over the summer due, in part, to the implementation of a USDA cranberry
         marketing order for the 2001 calendar year crop, continued large levels
         of excess cranberry inventories held by the Company and other industry
         participants, forecasted future cranberry market prices for the next
         several years, as well as continued reductions in the Company's
         anticipated cranberry and cranberry concentrate usage requirements
         related to the Company's recent decline in revenues and market share,
         the Company decided to restructure its operations and sell various
         long-lived assets, and concluded that the estimated future cash flows
         of its long-lived assets were below the carrying value of such assets.
         Accordingly, during the quarter, the Company recorded an impairment
         charge of $80,125,000 related to writedowns to assets held for sale,
         property and equipment held for use, and goodwill and other intangible
         assets in accordance with SFAS No. 121. The estimated fair value was
         based on anticipated future cash flows, discounted at a rate
         commensurate with the risk involved. During the year ended August 31,
         2000, the Company recorded an impairment writedown of $6,000,000
         related to a closed facility that is held for sale (see Notes 6 and 7).

         Income Taxes - The Company accounts for income taxes in accordance with
         SFAS No. 109, "Accounting for Income Taxes" which requires an asset and
         liability approach to financial accounting and reporting for income
         taxes.

         Net Revenues - The Company recognizes revenue when product is shipped
         and title passes to the customer. Revenue is recognized as the net
         amount to be received after deducting estimated amounts for coupons,
         discounts, trade allowances and product returns. See New Accounting
         Standards described elsewhere in Note 1 for reclassifications of
         previously reported net revenues.

         Advertising - Advertising costs incurred to produce media for
         advertising for major new campaigns are expensed in the period in which
         the advertising first takes place. Other advertising costs are expensed
         when incurred. Advertising expenses of approximately $2,946,000,
         $14,127,000 and $10,583,000 during the years ended August 31, 2001,
         2000 and 1999, respectively, are included in selling, general and
         administrative expenses.

         Net Income (Loss) Per Share - Net income (loss) per share is calculated
         in accordance with SFAS No. 128, "Earnings Per Share." Basic net income
         (loss) per share and diluted (loss) per share are computed by dividing
         net income (loss) by the weighted average number of common shares
         outstanding. Diluted net income per share is computed by dividing net
         income by the weighted average number of common shares outstanding
         increased by the number of dilutive potential common shares based on
         the treasury stock method. Previously reported share and per share
         information has been restated to give effect to a reverse stock split
         described in Note 10.

         Segment Information - The Company operates principally in a single
         consumer foods line of business, encompassing the growing and selling
         of cranberries and cranberry products.

         Comprehensive Income (Loss) - There is no difference between
         comprehensive income (loss) and net income (loss) for each of the three
         years in the period ended August 31, 2001.

         Fair Value of Financial Instruments - The Company is required to
         disclose the estimated fair value of certain financial instruments in
         accordance with SFAS No. 107, "Disclosures About Fair Value of
         Financial Instruments". Considerable judgment is required to interpret
         market data to develop estimates of fair value. As of August 31, 2001,
         the Company, as previously described in Note 1, was experiencing
         financial difficulties and had not made its scheduled payments on
         certain accounts payable and long-term debt obligations that were
         subsequently restructured and/or forgiven, and on November 6, 2001, as
         described in Note 14, announced the completion of a debt and equity

                                      -44-

         restructuring in which certain creditors agreed to forgive and
         restructure the amounts owed to them by the Company. Accordingly,
         management has determined that it is not practicable to estimate the
         fair value of the Company's long-term debt obligations. The Company
         believes the carrying amount of its other financial instruments (cash
         and cash equivalents, accounts receivable, notes receivable, accounts
         payable and accrued liabilities) is a reasonable estimate of the fair
         value of such instruments due to the short-term nature of such
         instruments and the market interest rates applicable to similar
         instruments. However, as described in Note 2, there are certain
         uncertainties with respect to a note and related accounts receivable
         due from the buyer of a private label juice business sold on March 8,
         2000. The ultimate resolution of this matter could significantly affect
         any estimates of the fair value of the note and related accounts
         receivable.

         Use of Estimates - The preparation of financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. On an ongoing basis, management reviews
         its estimates, including those related to allowances for doubtful
         accounts, product returns, and trade discounts and incentives,
         valuation of inventories, future cash flows associated with assets held
         for sale and long-lived assets, useful lives for depreciation and
         amortization, valuation allowances for deferred income tax assets,
         litigation, environmental liabilities and contracts based on currently
         available information. Changes in facts and circumstances may result in
         revised estimates and actual results could differ from those estimates.

         New Accounting Standards - Effective in the fourth quarter of the year
         ended August 31, 2001, the Company adopted Emerging Issues Task Force
         ("EITF") Issue No. 00-14, "Accounting for Certain Sales Incentives" and
         Issue No. 00-25, "Accounting for Consideration from a Vendor to a
         Retailer in Connection with the Purchase or Promotion of the Vendor's
         Products." EITF Issue No. 00-14 provides guidance on the financial
         reporting of the cost of consumer coupons, amongst other items, in the
         consolidated statements of operations. EITF Issue No. 00-25 provides
         guidance on the financial reporting of the costs associated with sales
         incentives provided to customers in the consolidated statements of
         operations. Under the new accounting standards, the cost of consumer
         coupons and sales incentives provided to retailers are reported as a
         reduction in net revenues. The Company previously reported the cost of
         consumer coupons and sales incentives provided to retailers as selling,
         general and administrative expenses. Prior year consolidated financial
         statements have been reclassified to conform to the new requirements,
         and as a result, approximately $59,191,000 and $35,556,000 of amounts
         previously reported as selling, general and administrative expenses
         during the years ended August 31, 2000 and 1999, respectively, have
         been reclassified and reported as a reduction of net revenues.

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities." In June 2000, the FASB issued SFAS No. 138, "Accounting
         for Certain Derivative Instruments and Certain Hedging Activities."
         SFAS No. 133 and SFAS No. 138 established accounting and reporting
         standards for derivative instruments, including certain derivative
         instruments embedded in other contracts and hedging activities. The
         Company adopted SFAS No. 133 and SFAS No. 138, effective September 1,
         2000. The adoption of SFAS No. 133 and SFAS No. 138 did not have an
         impact on the Company's consolidated financial statements as the
         Company has not used derivative financial instruments and has not been
         involved in hedging activities.

         In August 2001, the FASB issued SFAS No. 143, "Accounting For Asset
         Retirement Obligations". SFAS No. 143 addresses financial accounting
         and reporting for obligations associated with the retirement of
         tangible long-lived assets and the associated asset retirement costs.
         It applies to legal obligations associated with the retirement of
         long-lived assets that result from the acquisition,

                                      -45-

         construction, development and (or) the normal operation of a long-lived
         asset, except for certain obligations of lessees. SFAS No. 143 requires
         entities to record the fair value of a liability for an asset
         retirement obligation in the period the asset was acquired. When the
         liability is initially recorded, the entity capitalizes a cost by
         increasing the carrying amount of the related long-lived asset. Over
         time, the liability is accreted to its present value each period, and
         the capitalized cost is depreciated over the estimated useful life of
         the related asset. Upon settlement of the liability, an entity either
         settles the obligation for its recorded amount or incurs a gain or loss
         upon settlement. The Company is required to adopt SFAS No. 143,
         effective September 1, 2002. The Company has not determined the impact,
         if any, the adoption of SFAS No. 143 will have on its consolidated
         financial statements.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses
         financial accounting and reporting for the impairment or disposal of
         long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of", and the accounting and reporting provisions of Accounting
         Principles Board Opinion No. 30, "Reporting the Results of Operations -
         Reporting the Effects of Disposal of a Segment of a Business, and
         Extraordinary, Unusual and Infrequently Occurring Events and
         Transactions". SFAS No. 144 also amends Accounting Research Bulletin
         No. 51, "Consolidated Financial Statements", to eliminate the exception
         to consolidation for a subsidiary for which control is likely to be
         temporary. SFAS No. 144 requires that one accounting model be used for
         long-lived assets to be disposed of by sale, whether previously held
         and used or newly acquired. SFAS No. 144 also broadens the presentation
         of discontinued operations to include more disposal transactions. The
         Company is required to adopt SFAS No. 144, effective September 1, 2002.
         The Company has not determined the impact, if any, the adoption of SFAS
         No. 144 will have on its consolidated financial statements.

         Reclassifications - Certain amounts previously reported have been
         reclassified to conform to the current presentation.

2.       DISPOSITION OF PRIVATE LABEL JUICE BUSINESS AND RELATED LEGAL
         PROCEEDINGS

         On March 8, 2000, the Company sold the net assets of its private label
         juice business to Cliffstar Corporation ("Cliffstar"), pursuant to an
         asset purchase agreement ("Asset Purchase Agreement"), dated January 4,
         2000. The private label juice business assets sold consisted primarily
         of finished goods and work-in-process inventories, raw materials
         inventories consisting of labels and ingredients that relate to
         customers of the private label juice business (other than cranberry
         juice and cranberry juice concentrates), certain trademarks and
         goodwill, contracts relating to the purchase of raw materials inventory
         and the sale of products, and 135,000 gallons of cranberry juice
         concentrate. No plants or equipment were included in the sale.
         Cliffstar also assumed certain obligations under purchased contracts.
         In connection with the sale, the Company received from Cliffstar an
         unsecured, subordinated promissory note for $28,000,000 (non-cash
         investing activity) which is to be collected over six years and which
         bears interest at a rate of 10% per annum, as well as approximately
         $6,800,000 in cash (subject to potential post-closing adjustments)
         related to inventory transferred to Cliffstar on the closing date. The
         Company recognized a pre-tax gain of approximately $2,100,000 in
         connection with the sale of the net assets.

         Additionally, Cliffstar is contractually obligated to make certain
         annual earn-out payments to the Company for a period of six years from
         the closing date based generally on operating profit from Cliffstar's
         sale of cranberry juice products. To date, Cliffstar has not provided
         the Company with earn-out calculations in accordance with the Asset
         Purchase Agreement and the Company has not recognized any income under
         the earn-out requirements. The Company also entered into certain
         related agreements with Cliffstar, including among them, a co-packing
         agreement pursuant to which Cliffstar contracted for specified
         quantities of Cliffstar juice products to be packed by the Company.

                                      -46-

         The private label juice business had revenues of approximately
         $23,600,000 and $40,300,000 for the years ended August 31, 2000 and
         1999, respectively. The Company recognized gross profit of
         approximately $3,700,000 and $12,400,000 on such revenues during the
         years ended August 31, 2000 and 1999, respectively. Information with
         respect to selling, general and administrative expenses with respect to
         the private label juice business is not available, as the Company's
         accounting system did not segregate such expenses by type of product.

         On July 7, 2000, Cliffstar filed suit against the Company in the United
         States District Court, Western District of New York, alleging, among
         other things, that the Company breached certain representations and
         warranties in the Asset Purchase Agreement. That lawsuit was sub-
         sequently dismissed, and on July 31, 2000, the Company filed a lawsuit
         against Cliffstar in the Northern District of Illinois, which was later
         amended on October 10, 2000 and January 16, 2001. The lawsuit arises
         out of the sale of the net assets of the Company's private label juice
         business to Cliffstar in the transaction that closed on March 8, 2000.
         The Company claims that (1) Cliffstar breached the Asset Purchase
         Agreement by failing to make required payments under the Asset Purchase
         Agreement and by failing to negotiate in good faith concerning a
         cranberry sauce purchase agreement between the parties; (2) Cliffstar
         breached an interim cranberry sauce purchase agreement between the two
         companies by failing to adequately perform and to pay the Company the
         required amounts due under it; (3) Cliffstar breached its fiduciary
         duty to the Company based on the same (or similar) conduct; (4)
         Cliffstar breached the promissory note issued by it in the transaction
         by failing to make its payments in a timely manner and failing to pay
         all of the interest due; (5) Cliffstar breached a co-packing agreement
         entered into in connection with the sale by failing to make required
         payments thereunder and other misconduct; and (6) Cliffstar breached
         the Asset Purchase Agreement's arbitration provision, which provides
         that any disagreements over the valuation of finished goods, work-in-
         process and raw material inventory purchased by Cliffstar shall be
         submitted to arbitration for resolution. On April 10, 2001, the Court
         granted the Company's Petition to Compel Arbitration. Accordingly, the
         price dispute over finished goods, work-in-process and raw material
         inventory is currently in arbitration. The Company seeks compensatory
         damages in an amount in excess of $5,000,000, plus punitive damages for
         Cliffstar's breaches of its fiduciary duties and attorneys' fees.

         Cliffstar has asserted counterclaims against the Company, alleging that
         (1) the Company fraudulently induced Cliffstar to enter into the Asset
         Purchase Agreement; (2) the Company has breached the Asset Purchase
         Agreement by failing to negotiate in good faith a cranberry sauce
         purchase agreement, by failing to provide Cliffstar with sufficient
         quantities of cranberry concentrate meeting Cliffstar's
         "specifications," by selling inventory that did not have a commercial
         value at least equal to the Company's carrying value, by failing to
         notify Cliffstar that the Company intended to write-down its cranberry
         inventory, by not providing Cliffstar its selling prices, by decreasing
         its level of service to customers after the parties signed the Asset
         Purchase Agreement, and by refusing to turn over certain labels, films
         and plates relating to the private label juice business to Cliffstar;
         (3) the Company breached the co-packing agreement by prematurely
         terminating that agreement; (4) the Company converted the labels, films
         and plates relating to the private label juice business; (5) the
         Company intentionally interfered with Cliffstar's contractual
         relations, or reasonable expectations of entering into business
         relations, with the printers who hold the labels, films and plates; and
         (6) the Company breached the Transition Agreement by failing to remit
         to Cliffstar the excess of Cliffstar's interim payment for
         work-in-process and raw material inventory, by withholding a portion of
         the work-in-process and raw material inventory from Cliffstar, and by
         artificially building up its work-in-process and raw material inventory
         before and after the sale of the private label juice business to
         Cliffstar. Cliffstar seeks compensatory damages in an amount not stated
         in the counterclaims, punitive damages for the alleged fraudulent
         inducement and intentional interference claims, and attorneys' fees.
         The complaint does not seek rescission of the agreement, although
         Cliffstar reserves the right to seek recovery of rescission-type
         damages (among other damages) without seeking to unwind the
         transaction. The Company has denied the allegations of Cliffstar's
         counterclaims in all material respects.

                                      -47-

         As of August 31, 2001, the note receivable from Cliffstar had an
         outstanding balance of $26,000,000, and the Company had other
         outstanding accounts receivable due from Cliffstar aggregating
         approximately $5,411,000. The action remains in the discovery stages.
         It is the opinion of the Company's management, after consulting with
         outside legal counsel, that, (1) the Company has strong claims for the
         required payments for cranberry concentrate, co-packing services and
         cranberry sauce sales and other alleged breaches of the agreements and
         these amounts owed the Company are valid and collectible; (2) the
         Company has strong factual and legal defenses in all material respects
         to Cliffstar's counterclaims; and (3) the note and accounts receivable
         due from Cliffstar as of August 31, 2001 are collectible. However, the
         resolution of the legal proceedings cannot be predicted with certainty
         at this time. In addition, management intends to vigorously defend the
         counterclaims and to pursue any claims the Company may have against
         Cliffstar, including any actions to collect the amounts outstanding.

         Cliffstar made the required $250,000 principal and related accrued
         interest payment on the note receivable that was due on May 31, 2000 on
         June 13, 2000, and the Company, after consulting with its outside legal
         counsel, concluded that the payment was received late and, thus, the
         note is in default with future interest accruing at the default rate of
         12%. The Company received Cliffstar's scheduled August 31, 2000
         principal payment of $250,000 together with approximately $700,000 of
         accrued interest at 10% on September 8, 2000. The Company received
         Cliffstar's scheduled November 30, 2000 principal payment of $250,000
         together with approximately $686,000 of accrued interest at 10% on
         December 22, 2000. The Company received Cliffstar's scheduled February
         28, 2001 principal payment of $250,000 together with approximately
         $679,000 of accrued interest at 10% on March 2, 2001. The Company
         received Cliffstar's scheduled May 31, 2001 and August 31, 2001
         principal payments aggregating $1,000,000 together with approximately
         $1,348,000 of accrued interest at 10% on the scheduled due dates. In
         addition, the Company received Cliffstar's scheduled November 30, 2001
         principal payment of $500,000, together with approximately $648,000
         accrued interest at 10% on the scheduled due date. The Company has
         recognized interest income on the note receivable at a rate of 10% in
         the consolidated financial statements, pending the resolution of this
         matter.

         Although the note is in default, the Company has classified the balance
         outstanding in the accompanying consolidated balance sheets in
         accordance with the scheduled payment dates provided for in the note,
         as this is how the Company anticipates payments will be received,
         unless the court rules otherwise. Aggregate annual scheduled principal
         payments required under the terms of the Cliffstar note agreement as of
         August 31, 2001, consisted of the following:

                        Years Ending                        Principal
                         August 31,                          Payments

                            2002                          $    3,000,000
                            2003                               4,500,000
                            2004                               6,000,000
                            2005                               8,000,000
                            2006                               4,500,000
                                                          --------------
                           Total                          $   26,000,000
                                                          ==============

3.       DISPOSITION OF PRIVATE LABEL CRANBERRY SAUCE BUSINESS AND RELATED
         MANUFACTURING FACILITY

         On June 8, 2001, the Company sold the net assets of its private label
         cranberry sauce business to Clement Pappas and Company, Inc. ("Clement
         Pappas"), and a related manufacturing facility in Mountain Home, North
         Carolina to Clement Pappas NC, Inc., for aggregate cash proceeds of
         approximately $12,475,000. The proceeds of the sale were utilized
         primarily to reduce the

                                      -48-

         Company's bank debt. The Company recognized a pre-tax gain of
         approximately $1,707,000 in connection with the sale of the net assets.

         Additionally, Clement Pappas is contractually obligated to make certain
         payments to the Company for a period of up to five years from the
         closing date based on total case sales of cranberry sauce, as defined,
         subject to an aggregate minimum payment of $1,000,000 and an aggregate
         maximum payment of $2,500,000. The present value of the future
         aggregate minimum payments has been recorded as an asset in the
         accompanying August 31, 2001 consolidated balance sheet. The Company
         also entered into certain related agreements with Clement Pappas NC,
         Inc., including among them, a co-packing agreement pursuant to which
         the Company contracted for specified quantities of juice products to be
         packed by Clement Pappas NC, Inc. with an initial term of one year
         following the closing date.

         The Company had net revenues of approximately $7,859,000, $14,143,000,
         and $8,958,000 during the years ended August 31, 2001, 2000 and 1999,
         respectively, related to the private label sauce business and the
         activities related to producing and packing juice beverages for other
         customers at the Mountain Home facility. Other information with respect
         to gross profit and selling, general and administrative expenses is not
         available, as the Company's accounting system did not segregate such
         items by type of product.

4.       ACQUISITIONS

         On December 30, 1998, the Company acquired the juice division of Seneca
         Foods Corporation ("Seneca") for approximately $28.7 million in cash,
         and assumed certain liabilities in connection with the acquisition. The
         assets acquired included an exclusive license to market and sell all
         Seneca brand fruit beverages, bottling and packaging facilities located
         in New York, North Carolina and Wisconsin, a distribution center in
         Michigan, and a receiving station in New York.

         On March 1, 1999, the Company acquired certain assets of Clermont, Inc.
         ("Clermont") for $2.6 million in cash, issuance of a $4.4 million note
         payable and 91,822 shares of Class A Common Stock. The assets acquired
         included cranberries, cranberry and other fruit concentrates, a
         concentrating facility in Oregon, and other equipment.

         On April 21, 1999, the Company acquired the common stock of Potomac
         Foods of Virginia, Inc. ("Potomac") for $0.4 million in cash, $0.4
         million of assumed debt and 22,500 shares of Class A Common Stock. The
         assets of Potomac primarily consisted of certain customer
         relationships.

         The acquisitions were recorded using the purchase method of accounting
         and, accordingly, the results of operations of the acquired businesses
         are included in the consolidated statements of operations from the
         dates of acquisition. The purchase price of the acquisitions has been
         allocated to the assets acquired and liabilities assumed based upon
         fair values.

         The unaudited pro forma net income and net income per share
         information, assuming the Seneca acquisition had been consummated as of
         September 1, 1998, are as follows for year ended August 31, 1999:

                   Net income                                 $  5,087,357
                   Net income per share
                     Basic                                    $       1.02
                     Diluted                                          1.01

         Information with respect to pro forma net revenues for the year ended
         August 31, 1999 is not readily available and is impracticable to obtain
         as a result of the Company reclassifying the consolidated

                                      -49-

         financial statements for the year ended August 31, 1999 to conform with
         the new reporting requirements required under the EITF Issues, as
         described in Note 1. The unaudited revenues reported by Seneca during
         the period from September 1, 1998 through the December 30, 1998
         acquisition date, which were determined using a different basis of
         accounting, were approximately $35,719,000. The unaudited pro forma
         results are not necessarily indicative of the actual results of
         operations that would have occurred had the Seneca acquisition actually
         been made at the beginning of the year. The pro forma effects of the
         Clermont and Potomac acquisitions were not significant.

5.       INVENTORIES

         Inventories as of August 31, 2001 and 2000 consisted of the following:


                                                       2001             2000

                  Raw materials                   $17,788,874      $30,528,712
                  Finished goods                    4,169,378        7,951,357
                  Deferred crop costs               2,423,688        9,720,838
                                                  -----------      -----------

                  Total inventories               $24,381,940      $48,200,907
                                                  ===========      ===========

         During the years ended August 31, 2001 and 2000, the Company recorded
         approximately $17,603,000 (fourth quarter) and $57,400,000 ($27,000,000
         in the second quarter and $30,400,000 in the fourth quarter),
         respectively, of pre-tax, lower of cost or market charges to cost of
         sales which reduced the carrying value of its inventory to its
         estimated market value. The Company continues to participate in a
         highly competitive industry characterized by aggressive pricing
         practices, changing demand patterns on the part of customers and
         downward pressures on gross margins resulting from an excess supply of
         raw cranberries and cranberry concentrate, that have resulted in
         depressed prices to growers which are generally less than production
         costs, as described in Note 1. The Company's lower of cost or market
         charges were based upon management's best estimates of future product
         sale prices and consumer demand patterns.

6.       RESTRUCTURING CHARGES AND ASSETS HELD FOR SALE

         During the fourth quarter of the year ended August 31, 2000, the
         Company recorded an $8,250,000 pre-tax restructuring charge consisting
         primarily of a $6,000,000 impairment writedown of a manufacturing
         facility in Bridgeton, New Jersey that discontinued production and
         closed on November 22, 2000 and $2,250,000 of plant closing costs and
         employee termination benefits (of which $1,900,000 of was charged to
         cost of sales and $350,000 of employee termination benefits were
         charged to selling, general and administrative expenses). Approximately
         130 employees received notification of their termination during the
         year ended August 31, 2000 as a result of the restructuring plan,
         primarily at the closed manufacturing facility and in the Company's
         sales department. All of the plant closing costs and employee
         termination benefits provided for at the time of the restructuring were
         paid during the year ended August 31, 2001, with the exception of
         approximately $456,000 of estimated obligations under a defined benefit
         pension plan which covered certain former Bridgeton employees.

         Assets held for sale as of August 31, 2000 consisted of the land,
         building and equipment related to the manufacturing facility in
         Bridgeton, New Jersey. The soil and water on the property is
         contaminated as the result of a leaking underground storage tank, for
         which the Company received an environmental indemnification agreement
         from the previous owner of the facility, at the time of the Company's
         purchase of the facility. During the fourth quarter of the year ended
         August 31, 2001, management of the Company concluded after further
         analysis of the market alternatives for the facility, to sell

                                      -50-

         substantially all of the equipment at the facility for approximately
         $435,000 and transfer and return to use other equipment, with a fair
         value of approximately of $301,000, to other Company facilities. The
         remaining carrying value of the facility was further written down
         during the fourth quarter of the year ended August 31, 2001, by
         approximately $4,398,000 to $1,500,000, its current estimated fair
         value, less costs of disposal. Company management expects the
         remediation efforts to be completed over the next fiscal year. The
         Company anticipates difficulties selling the facility while the
         remediation is in process.

         Assets held for sale as of August 31, 2001 consisted of the remaining
         land and building in Bridgeton, New Jersey, the land and building
         related to a closed storage/distribution facility in Eau Claire,
         Michigan, a cranberry marsh in Hanson, Massachusetts, which management
         has determined is no longer economically feasible to operate, and after
         harvesting the 2001 calendar year crop, was taken out of production and
         certain equipment at two leased cranberry marshes in Nantucket,
         Massachusetts which are expected by management of the Company to be
         sold to the lessor of the facility. During the fourth quarter of the
         year ended August 31, 2001, the Company recorded aggregate impairment
         write-downs for these assets of $14,980,000, which included
         approximately $4,398,000 related to the Bridgeton, New Jersey facility.

         The estimation process involved in determining if assets have been
         impaired and in the determination of fair value is inherently uncertain
         since it requires estimates of current, as well as future market
         conditions and events. In determining fair value, the Company
         considered, among other things, property appraisals and the range of
         preliminary purchase prices being discussed with potential buyers.

7.       LONG-LIVED ASSETS

         Property and equipment as of August 31, 2001 and 2000 consisted of the
         following:



                                                             2001                  2000

                                                                        
           Land                                         $     5,559,741       $     9,420,420
           Land improvements                                  7,696,210            19,268,931
           Cranberry vines, bulkheads
             and irrigation equipment                        32,758,540            84,477,947
           Buildings and improvements                        19,192,225            28,821,225
           Equipment and vehicles                            15,525,822            53,611,760
           Construction in progress                                                 1,387,682
                                                        ---------------       ---------------

           Property and equipment - at cost                  80,732,538           196,987,965
           Less accumulated depreciation
             and amortization                                 8,825,272            43,868,896
                                                        ---------------       ---------------

           Property and equipment - net                 $    71,907,266       $   153,119,069
                                                        ===============       ===============


         During the fourth quarter of the year ended August 31, 2001, the
         Company recorded an impairment writedown of $50,484,000 related to
         property and equipment. The cost and accumulated depreciation and
         amortization of the respective assets were restated to reflect the new
         carrying values as a result of the writedown. The Company capitalized
         approximately $87,000 and $326,000 of interest during the years ended
         August 31, 2000 and 1999, respectively.


                                      -51-

         Intangible assets as of August 31, 2000 consisted of the following:

             Tradenames and trademarks                    $     11,873,666
             Goodwill                                            7,936,801
                                                          ----------------
             Intangible assets - at cost                        19,810,467
             Less accumulated amortization                       2,082,193
                                                          ----------------

             Intangible assets - net                      $     17,728,274
                                                          ================

         During the fourth quarter of the year ended August 31, 2001, the
         Company recorded an impairment writedown of $14,661,000 for the
         remaining unamortized cost of the intangible assets.

8.       ACCRUED LIABILITIES

         Accrued liabilities as of August 31, 2001 and 2000 consisted of the
         following:


                                                               2001                  2000
                                                                          
           Interest                                       $        85,661       $     1,304,423
           Trade and consumer promotions                        4,051,098            11,205,184
           Compensation and other employee benefits             1,648,665             2,208,529
           Property taxes                                         829,213               555,533
           Income taxes                                           120,465               168,070
           Commissions                                            439,020               117,559
           Legal and professional fees                          3,097,453             1,351,161
           Other                                                2,438,454             1,578,568
                                                          ---------------       ---------------

           Total accrued liabilities                      $    12,589,434       $    18,489,027
                                                          ===============       ===============


         Approximately $14,181,000 of outstanding accrued interest as of August
         31, 2001 on certain restructured obligations has been classified as
         long-term debt and obligations subsequently forgiven or exchanged for
         common stock as of August 31, 2001 (see Note 9).

9.       LONG-TERM DEBT AND OBLIGATIONS SUBSEQUENTLY FORGIVEN OR EXCHANGED FOR
         COMMON STOCK

         Long-term debt and obligations subsequently forgiven or exchanged for
         common stock as of August 31, 2001 and 2000 consisted of the following:


                                                                       2001                2000
                                                                                
             Revolving credit facility with various banks         $139,304,700        $155,000,000
             Term loans payable to insurance company                19,095,673          19,095,673
             Other obligations
                                                                     9,469,673           6,933,388
             Accrued interest on restructured obligations           14,180,867
                                                                  ------------        ------------
             Total                                                 182,050,913         181,029,061

             Less obligations subsequently forgiven or
               exchanged for common stock                           84,087,222
                                                                  ------------       -------------
             Amounts to be paid                                     97,963,691         181,029,061

             Less current maturities of long-term debt              33,374,495         177,101,992
                                                                  ------------       -------------

             Long-term debt                                      $  64,589,196       $   3,927,069
                                                                  ============        ============

         As of August 31, 2001, the Company was not in compliance with various
         financial covenants contained in the agreements covering the revolving
         credit facility and the term loans payable to an insurance company and,
         accordingly, the borrowings thereunder were due on demand. However, as

                                      -52-

         described below, these obligations were subsequently restructured (see
         Note 14). Accordingly, the Company has classified its long-term debt as
         of August 31, 2001, based on the terms of the subsequent restructuring.

         Under the revolving credit facility, as amended, the Company through
         July 17, 2000, could borrow at the bank's domestic rate (which
         approximates prime, as defined) or the London Interbank Offered Rate
         ("LIBOR"), plus 1.25%. Effective July 18, 2000, the interest rate was
         increased to the bank's domestic rate (which approximates prime, as
         defined), plus 1.25% and the borrowing option under LIBOR was
         eliminated. Under the terms of the amended revolving credit facility,
         interest accrues and has been recorded at the bank's domestic rate,
         plus 3.25%, while the loan is in default. Amounts outstanding under the
         agreement bear interest at a rate of 9.75% and 10.09% as of August 31,
         2001 and 2000, respectively. The outstanding accrued interest due the
         banks aggregated approximately $12,891,000 as of August 31, 2001. The
         Company did not make its scheduled interest payments to the banks
         during the year ended August 31, 2001.

         The Company has a term loan with an insurance company payable in
         semi-annual installments, including interest at 8.08%, through July 1,
         2004. In addition, the Company has a term loan with the same insurance
         company payable in semi-annual installments, including interest at
         7.86%, through August 1, 2008. The outstanding principal balances on
         the 8.08% term loan and the 7.86% term loan were $11,376,865 and
         $7,718,808, respectively as of both August 31, 2001 and 2000. The
         insurance company term loans provide for an additional 5% default
         interest to be paid on any unpaid scheduled principal and interest
         payments, which aggregated approximately $2,234,000 as of August 31,
         2001. Interest on the remaining principal balances, which aggregated
         approximately $17,679,000 as of August 31, 2001, continues to accrue at
         the contracted rates. The outstanding accrued interest, including the
         additional default interest due, on the insurance company term loans
         aggregated approximately $1,279,000 as of August 31, 2001.

         On November 6, 2001, as described herein and elsewhere at Note 14, the
         Company restructured its obligations under a revolving credit facility
         with certain banks and two term loans payable to an insurance company.

         Certain banks participating in the revolving credit facility agreed to
         accept an aggregate cash payment of approximately $25,959,000 on
         November 6, 2001, as the final settlement for approximately $79,293,000
         of outstanding principal and interest due them as of such date. The
         difference (approximately $53,334,000), net of legal fees, other direct
         costs and income taxes, will be recognized in accordance with SFAS No.
         15, "Accounting for Debtors and Creditors for Troubled Debt
         Restructurings," as an extraordinary gain in the Company's consolidated
         financial statements during the first quarter of the year ending August
         31, 2002.

         Certain other banks participating in the revolving credit facility
         agreed to accept a cash payment of approximately $12,429,000, 7,618,987
         shares of the Company's newly issued Class A Common Stock and a new
         note (the "Restructured Bank Note") with a stated principal balance of
         approximately $25,714,000, as the final settlement for approximately
         $74,461,000 of outstanding principal and interest due them as of the
         restructuring date. The total scheduled cash payments (principal and
         interest) required under the terms of the Restructured Bank Note will
         be less than the aggregate amounts owed such participating banks under
         the former note, after deducting the cash payment made as of the date
         of the restructuring and the estimated fair value of the shares of
         common stock issued. The difference between the sum of the cash paid,
         the estimated fair value of the common stock issued and the scheduled
         estimated maximum future payments (principal and interest) required
         under the Restructured Bank Note and the approximately $74,461,000 of
         outstanding principal and interest owed such banks as of the
         restructuring date of approximately $28,182,000 will be recognized as
         an extraordinary gain, net of legal fees, other direct costs and income
         taxes, in the Company's consolidated financial statements during the
         first quarter of the year ending August 31, 2002. The

                                      -53-

         future cash payments required under the Restructured Bank Note are to
         be applied against the Company's adjusted carrying value of the
         Restructured Bank Note, with generally no interest expense recognized
         for financial reporting purposes, in accordance with SFAS No. 15, as
         long as the Company makes the scheduled payments in accordance with the
         Restructured Bank Note and there are no changes to the interest rate.

         Payments are due monthly under the Restructured Bank Note based on the
         prime interest rate, as defined, plus 1% (6% as of November 6, 2001)
         applied against the outstanding stated principal balance of the
         Restructured Bank Note, with an additional $1,700,000 payable on
         November 6, 2002 and additional monthly payments of approximately
         $133,000 due commencing on December 1, 2003 and continuing to through
         October 1, 2006, with a final payment of approximately $19,344,000 due
         on November 1, 2006. The Restructured Bank Note is collateralized by
         specific assets of the Company and the Company is required to make
         certain mandatory prepayments to the extent of any net proceeds
         received from the sale of such collateralized assets or to the extent
         that a note received in connection with the sale of such assets, or
         assets previously sold, is collected. The applicable prepayments are to
         be applied in inverse order against the stated additional payments due
         under the Restructured Bank Note, commencing with the November 1, 2006
         scheduled payment.

         On November 6, 2001, the Company and the insurance company holding the
         two terms loans entered into a new loan agreement which restructured
         and modified the terms of the two original loan agreements (with an
         aggregate outstanding principal and interest balance of approximately
         $20,657,000 as of the restructuring date) in which the Company issued a
         new note to the insurance company (the "Restructured Insurance Company
         Note") with a stated principal amount of approximately $19,096,000 with
         a stated interest rate of 5% for the first two years of the note,
         increasing by 1% annually thereafter, with a maximum interest rate of
         9% in the sixth and final year of the Restructured Insurance Company
         Note. The Restructured Insurance Company Note is payable in monthly
         installments of approximately $186,000 commencing December 1, 2001,
         adjusted periodically as the stated interest rate increases, with a
         final payment of approximately $11,650,000 due November 1, 2007. The
         Restructured Insurance Company Note may require an acceleration of
         principal payments of approximately $17,000 per month, should the
         Company's required per barrel price paid to contract growers (see Note
         13) exceed $32 per barrel, as defined, and continue for the remaining
         term of the Restructured Insurance Company Note, as long as the price
         equals or exceeds $32 per barrel. The Restructured Insurance Company
         Note is collateralized by specific assets of the Company. Under SFAS
         No. 15, there is no gain to be recognized on the restructuring and
         modification of the term loans as the total scheduled principal and
         interest payments due under the Restructured Insurance Company Note are
         in excess of the amounts owed the insurance company as of the date of
         the restructuring, with the excess (approximately $4,406,000) to be
         recognized as interest expense over the term of the Restructured
         Insurance Company Note, using the interest method. The effective
         interest rate to be recognized for financial reporting purposes will
         approximate 4.5%.

         In addition, in connection with the restructuring, the Company
         restructured certain obligations owed to other creditors that resulted
         in approximately $3,465,000 of debt forgiveness that will be recognized
         as an extraordinary gain, net of legal fees, other direct costs and
         income taxes, in the Company's consolidated financial statements during
         the first quarter of the year ending August 31, 2002.

         The Company anticipates that it will recognize an extraordinary gain on
         the forgiveness of indebtedness of approximately $83,500,000 during the
         first quarter of the year ending August 31, 2002, net of management's
         best estimate of the amount of legal fees and other direct costs
         incurred and the estimated fair value of the shares of Class A Common
         Stock issued to the participating banks. For financial reporting
         purposes the $83,500,000 anticipated gain on the forgiveness of
         indebtedness will be reported net of income taxes which are estimated
         to approximate $32,800,000, resulting in a net extraordinary gain of
         approximately $50,700,000. Such estimated amounts are expected to be

                                      -54-

         known and finalized by the date the Company reports its consolidated
         operating results for the first quarter of the year ending August 31,
         2002. The estimated net extraordinary gain on the forgiveness of
         indebtedness anticipated to be recognized in the Company's consolidated
         financial statements during the first quarter of the year ending August
         31, 2002, is summarized as follows:

            Estimated forgiveness of indebtedness:
              Revolving credit facility with banks                  $81,516,000
              Other obligations                                       3,465,000
                                                                   -------------
                Total                                                84,891,000
            Less estimated legal fees and other direct costs          1,481,000
                                                                   -------------
            Estimated extraordinary gain                             83,500,000
            Less estimated income taxes                              32,800,000
                                                                   -------------
            Estimated net extraordinary gain                        $50,700,000
                                                                   =============

         The other obligations consist of various term loans and vendor
         obligations, which as of August 31, 2001, included approximately
         $3,465,000 of restructured obligations subsequently forgiven. In
         addition, there was approximately $11,000 of accrued interest
         outstanding as of August 31, 2001 on an obligation that was
         subsequently restructured. Principal and interest on the obligations
         remaining after the restructuring are due in various amounts through
         November 2005, with interest ranging from 0% to 12%. The obligations
         are generally collateralized by specific assets of the Company.

         On November 6, 2001, the Company entered into a Loan and Security
         Agreement (the "Agreement") with Foothill Capital Corporation and
         Ableco Finance LLC that provides for a revolving credit facility and
         two term loans. The Company has the ability to borrow, subject to
         certain terms and conditions, up to $30,000,000 in accordance with a
         revolving credit facility, which expires on November 6, 2006. Interest
         on the revolving credit facility is payable monthly at the greater of
         prime, as defined, plus 1%, or 7%.

         The Agreement provides for two term loans in the amount of $10,000,000
         each, Term Loans A and B. Interest on the term loans is payable monthly
         at the greater of prime, as defined, plus 1%, or 7%. Principal payments
         of approximately $167,000 per month are required under Term Loan A
         commencing December 1, 2001 and continuing through November 1, 2006.
         Minimum principal payments of $625,000 per quarter are required under
         Term Loan B, commencing November 30, 2001 and continuing through August
         31, 2005. Accelerated principal payments may be required based on
         collection of related collateral.

         The revolving credit facility and the term loans are collateralized by
         substantially all the Company's assets that are not otherwise
         collateralized, as defined in the Agreement.

         The restructured debt agreements and other debt obligations contain
         various covenants which include restrictions on dividends and other
         distributions to shareholders, repurchases of stock and property and
         equipment expenditures, and require the Company to maintain and meet
         certain operating performance levels, as defined.

         During the years ended August 31, 2001 and 2000, the Company issued
         certain notes to vendors and finance companies in the amount of
         $1,860,000 and $2,410,000, respectively, to finance certain accounts
         payable and equipment purchases (non-cash financing and investing
         activities).

         For purposes of classifying the Company's consolidated balance sheet as
         of August 31, 2001, the outstanding accrued interest on the
         restructured obligations of approximately $14,181,000 has been included
         with long-term debt (non cash financing activities). The obligations
         subsequently forgiven and the portion of the revolving credit facility
         with various banks that was exchanged for common stock, aggregating
         approximately $83,411,000 and $676,000, respectfully, have been
         classified as

                                      -55-

         a noncurrent liability for financial reporting purposes, as such
         amounts will not be paid (non-cash financing activities).

         Aggregate annual principal payments required under terms of the debt
         agreements as of August 31, 2001, after giving effect to the subsequent
         debt and equity restructuring and the various obligations that were
         forgiven, consisted of the following:

                      Years Ending                               Principal
                       August 31,                                Payments

                          2002                                $ 33,374,495
                          2003                                  12,787,214
                          2004                                  10,243,718
                          2005                                   7,062,853
                          2006                                   1,824,703
                       Thereafter                               32,670,708
                                                              ------------
                          Total                               $ 97,963,691
                                                              ============

         On May 13, 1997, the Company guaranteed $1,000,000 of outstanding
         obligations to a bank of an independent cranberry grower who
         subsequently became an officer of the Company during the year ended
         August 31, 2001. As of August 31, 2001, the grower/officer was in
         default with certain terms and conditions contained in the related debt
         agreements. The Company has provided for its estimated loss under the
         guarantee.

10.      SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS) AND REDEEMABLE PREFERRED
         STOCK

         The authorized common stock of the Company consists of 60,000,000
         shares of Class A Common Stock and 4,000,000 shares of Class B Common
         Stock. Outstanding Class B shares are convertible into Class A shares
         on a one-for-one basis at any time. The shares of Class A Common Stock
         are entitled to one vote per share and the shares of Class B Common
         Stock are entitled to three votes per share. Holders of Class A Common
         Stock are entitled to receive cash dividends equal to at least 110% of
         any cash dividends paid on the shares of Class B Common Stock. However,
         cash dividends may be paid on Class A Common Stock without a concurrent
         cash dividend being paid on the Class B Common Stock. If at any time
         the outstanding shares of Class B Common Stock fall below 2% of the
         outstanding shares of Class A Common Stock, they will be automatically
         converted into Class A Common Stock.

         Effective November 5, 2001, the Company's Articles of Incorporation
         were amended (i) effecting a one-for-four reverse stock split of the
         Class A Common Stock and Class B Common Stock (with fractional shares
         resulting from such reverse stock split being rounded up to the next
         whole share); (ii) creating and authorizing the issuance of up to
         2,000,000 shares of preferred stock, $.01 par value per share,
         designated as Series A Preferred Stock; and (iii) creating and
         authorizing the issuance of 100 shares of preferred stock, $.01 par
         value per share, designated as Series B Preferred Stock. All share and
         per share information included in the consolidated financial statements
         has been restated to give effect to the reverse stock split. The
         Company was previously authorized to issue 5,000,000 shares of
         preferred stock with a par value of $.01, and no such shares were
         issued.

         On November 5, 2001, the Class B Common Stock shareholders voluntarily
         converted their shares, pursuant to the terms of the Company's Articles
         of Incorporation, into shares of Class A Common Stock on a one-for-one
         basis.

                                      -56-

         Convertible Preferred Stock - Each share of the Series A Preferred
         Stock will be automatically converted into 25 shares (subject to
         adjustment upon the happening of certain dilutive events) of Class A
         Common Stock immediately upon the effectiveness of a proposed amendment
         to the Company's Articles of Incorporation, which will increase the
         number of authorized shares of Class A Common Stock from 60,000,000
         shares to 150,000,000 shares and is expected to be approved by the
         Company's shareholders at the Company's 2002 annual meeting (See Note
         14). Each issued and outstanding share of Series A Preferred Stock is
         entitled to the number of votes equal to the number of shares of Class
         A Common Stock into which such share of Series A Preferred Stock is
         then convertible. The conversion rate is subject to adjustment under
         certain circumstances. If and when the Board of Directors declares a
         cash dividend on the shares of Class A Common Stock, then the
         shareholders of Series A Preferred Stock are entitled to receive a cash
         dividend per share equal to the amount such shareholders would have
         received had such shareholders converted their Series A Preferred Stock
         into Class A Common Stock immediately prior to such distribution. The
         Series A Preferred Stock has a preference in liquidation, prior to the
         Series B Preferred Stock, up to an amount equal to the amount such
         shareholder would have received had such shareholder converted its
         Series A Preferred Stock into Class A Common Stock immediately prior to
         such distribution.

         Redeemable Preferred Stock - The Series B Preferred Stock has no voting
         rights and no dividend preference. In the event of liquidation, the
         shares of Series B Preferred Stock have a preference in liquidation
         after the shares of Series A Preferred Stock equal to the par value of
         each share of Series B Preferred Stock. The Series B Preferred Stock is
         subject to mandatory redemption upon (i) the consummation of a
         transaction following which neither Sun Northland, LLC, which
         subsequent to year-end, acquired a controlling interest in the Company
         (see Note 14), nor its affiliates owns or controls securities
         possessing at least 10% of the voting power of the Company, or (ii) the
         distribution of assets to holders of the Company's capital stock upon
         the sale of substantially all the Company's assets. The redemption
         price in such a circumstance varies depending upon the number of shares
         of Series B Preferred Stock then outstanding and the internal rate of
         return (as defined in the Articles of Incorporation) recognized by Sun
         Northland, LLC in connection with the event triggering such redemption.
         Generally, the redemption price in such circumstances is zero if Sun
         Northland, LLC's internal rate of return is less than or equal to 40%,
         and increases as Sun Northland, LLC's internal rate of return
         increases. The 100 shares of Series B Preferred Stock that the Company
         sold to Sun Northland, LLC in the Restructuring were subsequently
         transferred by Sun Northland, LLC for nominal consideration to a
         limited liability company whose managing member is the Company's Chief
         Executive Officer and whose other members are officers of the Company.

         Stock Options - In 1987, the Company adopted the 1987 Stock Option Plan
         (the "1987 Plan"), which provides for the issuance of options to
         purchase up to 68,750 shares of Class A Common Stock to certain
         executive officers and key employees. Stock options granted under the
         1987 Plan are exercisable at a price equal to market value on the date
         of grant for a period determined by the Board of Directors, not to
         exceed 10 years and vest over a period of 1 to 5 years.

         In fiscal 1990, the Company adopted the 1989 Stock Option Plan (the
         "1989 Plan"), which provides for the issuance of options to purchase up
         to 150,000 shares of Class A Common Stock to key employees and
         non-employee directors of the Company. Stock options granted under the
         1989 Plan are exercisable at a price established by the Board of
         Directors which shall not be less than 85% of the market value on the
         date of grant for a period determined by the Board of Directors, not to
         exceed 10 years and vest over a period of 3 to 5 years.

         During 1995, the Company adopted the 1995 Stock Option Plan (the "1995
         Plan"), which provides for the issuance of options to purchase up to
         200,000 shares of Class A Common Stock to key employees and
         non-employee directors of the Company. Stock options granted under the
         1995 Plan are exercisable at a price established by the Compensation
         and Stock Option Committee, which shall not be less than 100% of the
         fair market value on the date of grant for a period determined by the

                                      -57-

         Compensation and Stock Option Committee, not to exceed 10 years and
         vest over a period of 1 to 5 years.

         On November 6, 2001, the Company adopted the 2001 Stock Option Plan
         (the "2001 Plan"), which provides for the issuance of options to
         purchase up to 5,014,081 shares of Class A Common Stock to certain
         officers, key employees and consultants in connection with the debt and
         equity restructuring described in Note 14. Stock options granted under
         the 2001 Plan are exercisable at a price of $.08878 per share, which is
         equivalent to the per share price paid by Sun Northland, LLC for the
         Company's shares of Class A Common Stock. The options generally vest
         one-fourth annually beginning on November 6, 2002 and expire on
         November 6, 2011. The 2001 Plan has a change in control clause, which
         provides that all options under the 2001 Plan which have been granted
         which are not exercisable as of the effective date of the change in
         control will automatically accelerate and become exercisable upon the
         effective date of the change in control.

         The status of the stock option plans existing as of August 31, 2001 was
         as follows:


                                                                                Number           Weighted Average
                                                          Price Range         of Shares           Exercise Price
                                                                                       
  Outstanding as of August 31, 1998                      $   10.50-79.00        270,914         $         38.28
    Granted                                                  26.75-44.50         26,125                   39.32
    Exercised                                                10.50-29.00        (30,337)                  15.68
    Cancelled                                                29.00-79.00        (14,824)                  58.60
                                                        -----------------    -------------     ---------------------
                                                             10.50-79.00        251,878                   39.88
  Outstanding as of August 31, 1999
    Granted                                                   6.25-22.00         25,125                   19.76
    Exercised                                                      15.00        (11,650)                  15.00
    Cancelled                                                20.25-79.00        (22,706)                  40.56
                                                        -----------------    -------------     ---------------------
                                                              6.25-79.00        242,647                   38.96
  Outstanding as of August 31, 2000
    Granted                                                  3.12-  5.20         38,000                    3.16
    Cancelled                                                 3.12-79.00        (85,122)                  32.81
                                                        -----------------    -------------     ---------------------
  Outstanding as of August 31, 2001                      $    3.12-79.00        195,525         $         34.68
                                                        =================    =============     =====================

  Exercisable as of August 31, 2001                      $    6.25-79.00        141,517         $         41.08
  Exercisable as of August 31, 2000                          10.50-79.00        203,772                   38.88
  Exercisable as of August 31, 1999                          10.50-79.00        215,113                   37.08

  Available for grant after August 31, 2001,
    excluding options available under the 2001 Plan                              63,625


         The following table summarizes information about stock options
         outstanding as of August 31, 2001:


                                                                                         Options Exercisable
                                                                                     -------------------------------
                                                    Weighted
                                                    Average           Weighted                         Weighted
           Range of                                Remaining          Average                          Average
           Exercise              Shares           Contractual         Exercise          Shares         Exercise
            Prices            Outstanding          Life-Years          Price          Exercisable       Price
                                                                                        
          $ 3.12 - 22.00          78,700              5.5             $ 12.80            35,917         $ 19.24
           26.75 - 40.00          28,575              3.5               32.32            28,200           32.52
           40.50 - 79.00          88,250              5.4               54.68            77,400           54.32
      -------------------    ---------------     ---------------    -------------    --------------    -------------
          $ 3.12 - 79.00         195,525              5.2             $ 34.68           141,517         $ 41.08
      ===================    ===============     ===============    =============    ==============    =============


                                      -58-

         The Company has adopted the disclosure - only requirements of SFAS No.
         123, "Accounting for Stock-Based Compensation." The Company has elected
         to continue to follow the provisions of Accounting Principles Board No.
         25, "Accounting for Stock Issued to Employees" and its related
         interpretations; accordingly, no compensation cost has been reflected
         in the consolidated financial statements for its stock option plans.
         Had compensation cost for the Company's stock option plans been
         determined based on the fair value at the grant dates for awards under
         those plans consistent with the method of SFAS No. 123, the Company's
         net (loss) income and net (loss) income per share for the years ended
         August 31, 2001, 2000 and 1999 would have been reduced to the pro forma
         amounts indicated below:


                                                           2001                  2000                  1999

        Net (loss) income:
                                                                                           
          As reported                               $(74,513,048)         $(104,970,576)            $  5,580,357
          Pro forma                                  (74,609,000)          (105,280,000)               5,376,000

        Net (loss) income per share - diluted:
          As reported                               $     (14.65)         $      (20.65)            $       1.12
          Pro forma                                       (14.67)                (20.71)                    1.06


         The weighted-average fair value per share of stock options granted
         during the years ended August 31, 2001, 2000 and 1999 was $2.52,
         $12.32, and $12.88, respectively. For purposes of pro forma disclosure,
         the estimated fair value of the stock options is amortized to expense
         over the vesting period of the stock options.

         For the purpose of these disclosures, the fair value of each stock
         option granted was estimated on the date of grant using the
         Black-Scholes option pricing model with the following weighted average
         assumptions for the years ended August 31, 2001, 2000 and 1999:

                                                     2001     2000      1999

          Expected volatility                          75%      67%       26.8%
          Risk-free interest rate                     5.5%     5.9%        5.5%
          Dividend rate during the expected term        0%       0%     1.6410%
          Expected life in years                        9        9           9

11.      INCOME TAXES

         The Company accounts for income taxes using an asset and liability
         approach which generally requires the recognition of deferred income
         tax assets and liabilities based on the expected future income tax
         consequences of events that have previously been recognized in the
         Company's financial statements or tax returns. In addition, a valuation
         allowance is recognized if it is more likely than not that some or all
         of the deferred income tax assets will not be realized.

         Income tax benefit (expense) for the years ended August 31, 2001, 2000
         and 1999 was as follows:



                                      -59-



       Current benefit (expense):
                                                                                         
         Federal                                          $ 2,092,000        $     677,000        $ (1,145,000)
         State
                                                          -----------        -------------        ------------
                Total current benefit (expense)             2,092,000              677,000          (1,145,000)
                                                          -----------        -------------        ------------
       Deferred benefit (expense):
         Federal                                           26,205,000           10,484,000          (1,978,000)
         State                                              6,595,000              839,000            (495,000)
                                                          -----------        -------------        ------------
                Total deferred benefit (expense)           32,800,000           11,323,000          (2,473,000)
                                                          -----------        -------------        ------------
       Total benefit (expense) for income taxes           $34,892,000        $  12,000,000          (3,618,000)
                                                          ===========        =============        ============

         A tax benefit of approximately $2,092,000 was recognized during the
         year ended August 31, 2001 for certain refunds related to farm loss
         carrybacks which were received during the year.

         A reconciliation of the Federal statutory income tax rate to the
         effective income tax rate for the years ending August 31, 2001, 2000
         and 1999 was as follows:


                                                                 2001             2000            1999
                                                                                         
          Federal income tax rate                                34.0%             34.0%          (34.0)%
          Losses for which no benefit was provided               (8.0)            (24.2)
          State income taxes, net of Federal tax benefit          4.0               0.5            (5.2)
          Other                                                   1.9                              (0.1)
                                                              ------------     ------------    ------------
          Effective income tax rate -benefit (expense)           31.9%             10.3%          (39.3)%
                                                              ============     ============    ============


         Temporary differences that give rise to deferred income tax assets and
         liabilities as of August 31, 2001 and 2000 consisted of the following:


                                                                                2001                 2000
              Deferred income tax assets:
                                                                                            
                Accounts receivable allowances                              $     406,000         $    98,000
                Inventories                                                    20,187,000           27,132,000
                Intangible assets                                               3,972,000
                Accrued liabilities                                             2,714,000            4,356,000
                Federal net operating loss carryforwards                       37,440,000           16,856,000
                State net operating loss carryforwards                          5,737,000            2,744,000
                Federal alternative minimum tax credit carryforwards            2,276,000            3,739,000
                Federal investment tax credit carryforwards                        37,000               37,000
                                                                          ----------------     ---------------
                       Total deferred income tax assets                        72,769,000           54,962,000
                                                                          ----------------     ---------------

              Deferred income tax liabilities:
                Property and equipment                                         (1,549,000)         (24,189,000)
                Prepaid expenses                                                  (13,000)             (13,000)
                                                                          ----------------     ---------------
                       Total deferred income tax liabilities                   (1,562,000)         (24,202,000)
                                                                          ----------------     ---------------

              Deferred income tax assets - net                                 71,207,000           30,760,000
              Valuation allowance                                             (38,407,000)         (30,760,000)
                                                                          ----------------     ---------------
              Net deferred income tax assets recognized in the
                consolidated balance sheets                                 $  32,800,000         $          0
                                                                          ================     ===============

         As of August 31, 2001, the Company had, for federal income tax
         purposes, net operating loss carryforwards of approximately
         $110,116,000, which expire in 2020 and 2021, available to offset future
         federal taxable income. As of August 31, 2001, the

                                      -60-

         Company also had approximately $101,629,000 of state net operating loss
         carryforwards available to offset future taxable income for state
         income tax purposes, which expire in 2020 and 2021. In addition, as of
         August 31, 2001, the Company had approximately $2,276,000 of federal
         alternative minimum tax credit carryforwards and approximately $37,000
         of investment tax credit carryforwards available to offset future
         federal income taxes. The alternative minimum tax credit carryforwards
         have no expiration date and the investment tax credit carryforwards
         expire in 2004.

         As described in Notes 9 and 14, the Company completed a debt and equity
         restructuring on November 6, 2001. This restructuring resulted in debt
         forgiveness income of differing amounts for financial and income tax
         reporting purposes that will reduce the available net operating loss
         carryforwards. The estimated tax effect of this income results in the
         recognition of a tax benefit of approximately $32,800,000 for financial
         reporting purposes as of August 31, 2001. The "change of ownership"
         provisions of the Tax Reform Act of 1986 will significantly restrict
         the utilization for income tax reporting purposes of all net operating
         losses and tax credit carryforwards that remain after the debt and
         equity restructuring.

12.      EMPLOYEE BENEFIT PLANS

         The Company has a 401(k) savings plan that covers substantially all
         full-time employees. The Company contributes amounts based on employee
         contributions under this plan. The Company contributed approximately
         $419,000, $561,000 and $572,000 to the plan during the years ended
         August 31, 2001, 2000 and 1999, respectively.

         On April 14, 2000, the Board of Directors of the Company approved a
         Severance and Stay Bonus Plan (the "Plan") that provided for
         discretionary bonuses to be paid to certain employees if they continued
         to be employed by the Company until there was a change in control, as
         defined in the agreement. The Plan also provided for specified payments
         to certain employees, if they were terminated as a result of a change
         in control or during a period of time subsequent to the change in
         control, as defined in the agreement. Bonuses aggregating approximately
         $720,000 were expensed as of November 6, 2001, the date of the change
         in control as described in Note 14, and subsequently paid to certain
         employees. The Plan was terminated in its entirety after such payments
         were made and no additional payments are required under the Plan.

13.      COMMITMENTS

         Supply Contracts - The Company has multiple-year crop purchase
         contracts with 47 independent cranberry growers pursuant to which the
         Company has contracted to purchase all of the cranberries harvested
         from up to 1,960 contracted acres owned by these growers, subject to
         federal marketing order limitations. These contracts generally last for
         seven years, starting with the 1999 calendar year crop, and pay the
         growers at a market rate, as defined, for all raw cranberries delivered
         (plus $3 per barrel in certain circumstances) and certain incentives
         for premium cranberries. In September 2000, the Company was unable to
         make certain payments due to the growers under the terms of the
         contracts and the Company notified the growers of the Company's
         intention to also defer payments required under the contract for the
         2000 calendar year crop. The contracted growers did, however, harvest
         and deliver their 2000 and 2001 calendar year crops to the Company and
         the Company made the rescheduled 2000 calendar year crop payments in
         full to the growers during the year ended August 31, 2001. The Company
         is, however, in default under the terms of the grower contracts. The
         Company intends to seek the necessary waivers from the growers for the
         default. The ultimate resolution of this matter is currently
         undeterminable.

         Leasing Activities - On April 10, 1990, the Company acquired leasehold
         interests in two cranberry marshes in Nantucket, Massachusetts. On
         March 31, 1994, the Company entered into an agreement which extended
         the original lease term through November 30, 2003. Rental payments are
         based on 20 percent of gross cash receipts from agricultural
         production, subject to certain minimums which are dependent upon the
         statewide average crop yield. Rent expense for the years ended August
         31, 2001,
                                      -61-

         2000 and 1999 was approximately $250,000, $225,000 and $368,000,
         respectively. In 2000, the Company determined that it was no longer
         economically feasible to operate these marshes and is currently in
         negotiations with the lessor to terminate the lease on or about
         December 31, 2001. Accordingly, the remaining unamortized cost of the
         leasehold interests of approximately $581,000 was expensed as cost of
         sales during the year ended August 31, 2000.

         On September 5, 1991, the Company entered into a net lease, which was
         amended in July 1993, with Equitable Life Assurance Society of the
         United States ("Equitable") for the Cranberry Hills cranberry marsh,
         which Equitable purchased on May 3, 1991 from Cranberry Hills
         Partnership ("Cranberry Hills"), a partnership controlled by the
         Company's CEO and two former directors. The lease, which expired
         December 31, 2000, provided for rent payments to Equitable of $400,000
         and $371,000 during the years ended August 31, 2000 and 1999
         respectively. There were no payments required during the year ended
         August 31, 2001. Management fees paid to Cranberry Hills during the
         year ended August 31, 1999 aggregated approximately $95,000. There were
         no management fees required to be paid during the years ended August
         31, 2001 or 2000, and there are no future payments required. On January
         26, 2001, the Company entered into a management agreement with
         Equitable for the management of the cranberry marsh. The agreement,
         which expires on December 31, 2001, requires the Company to manage,
         operate and harvest the marsh. The agreement requires the Company to
         purchase the harvest from Equitable at a price equivalent to what the
         Company will pay the independent growers as described in the Supply
         Contracts above, with revenues and expenses to be shared, as defined in
         the agreement.

14.      SUBSEQUENT EVENTS

         On November 6, 2001, the Company completed a debt and equity
         restructuring, in which the debt restructuring (see Note 9) was
         accomplished though the exchange by the participants of the Company's
         then current bank group of approximately $153.8 million of total
         outstanding revolving credit agreement indebtedness for a total of
         approximately $38.4 million in cash, as well as by the Company's
         issuance of revised debt obligations with an aggregate stated principal
         amount of approximately $25.7 million and 7,618,987 shares of
         newly-issued Class A Common Stock representing approximately 7.5% of
         the Company's fully-diluted common shares to certain bank group members
         which decided to continue as lenders to the Company. The debt
         restructuring occurred pursuant to an agreement for the assignment and
         assumption by Sun Northland, LLC ("Sun Northland"), an affiliate of Sun
         Capital Partners, of the Company's bank group indebtedness. Sun
         Northland then invested $7 million of equity capital into the Company
         together with the assignment of Sun Northland's rights to the Company's
         bank debt of which approximately $81.5 million was forgiven for
         financial reporting purposes, in exchange for 37,122,695 shares of
         newly-issued Class A Common Stock, 1,668,885 shares of newly-created,
         convertible Series A Preferred Stock and 100 shares of newly created
         Series B Preferred Stock, which together represent approximately 77.5%
         of the Company's fully-diluted common shares. The 100 shares of Series
         B Preferred Stock were subsequently transferred by Sun Northland, LLC
         for nominal consideration to a limited liability company whose managing
         member is the Company's Chief Executive Officer and whose other members
         are officers of the Company. After giving effect to the debt and equity
         restructuring transactions, as well as the anticipated future issuances
         of common stock options to certain executive officers and key employees
         of the Company (see Note 10), the Company's existing shareholders'
         ownership percentage is expected to constitute approximately 5% of the
         Company's fully-diluted common shares.

         In addition, on November 6, 2001, the Company restructured and modified
         the terms of approximately $20.7 million in outstanding borrowings
         under two term loans with an insurance company (see Note 9).

                                      -62-


         The Company paid an affiliate of Sun Northland a fee of $700,000 as
         consideration of certain services performed in connection with
         structuring and negotiating the restructuring. As part of the
         restructuring, the Company entered into a management services agreement
         with Sun Capital Partners Management, LLC, an affiliate of Sun Capital
         Partners, Inc., pursuant to which Sun Capital Partners Management, LLC
         will provide various financial and management consulting services to
         the Company in exchange for an annual fee (which is paid in quarterly
         installments) equal to the greater of $400,000 or 6% of EBITDA (as
         defined therein), provided that the fee may not exceed $1 million a
         year unless approved by a majority of the Company's directors who are
         not affiliates of Sun Capital Partners Management, LLC. This agreement
         terminates on the earlier of November 6, 2008 or the date on which Sun
         Northland and its affiliates no longer own at least 50% of the
         Company's voting power.

         Financing for the debt restructuring, and for additional working
         capital, was provided by Foothill Capital Corporation ("Foothill") and
         Ableco Finance LLC ("Ableco"). Foothill and Ableco provided the Company
         with $20 million in term loan financing and a new $30 million revolving
         credit facility (see Note 9). As part of the consideration to Foothill
         and Ableco to provide the new credit facilities to the Company,
         Foothill and Ableco received warrants to purchase up to a total of
         5,086,106 shares of Class A Common Stock, or approximately 5% of the
         Company's fully-diluted common shares at an exercise price equal to
         $0.01 per share. The warrants expire on November 6, 2011. The Company
         also issued fee notes to Foothill and Ableco in the aggregate amount of
         $5,000,000, which are payable in full on November 6, 2006. The fee
         notes will be discounted for financial reporting purposes and charged
         to operations as additional interest expense over the terms of the
         related debt.

         In connection with the "change in control," the Company entered into a
         severance and noncompetition agreement with the Company's Chief
         Executive Officer, that provides for certain benefits under certain
         circumstances, as defined in the agreement in the event employment is
         terminated prior to November 6, 2002.


                                   * * * * * *

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         None.



                                      -63-


                                    PART III

Item 10.  Directors and Executive Officers of the Company.

         Pursuant to Instruction G, we have incorporated the information
required by this Item with respect to directors by reference to the information
set forth under the caption "Proposal One: Election of Directors" in our
definitive proxy statement for our 2002 annual meeting of shareholders to be
filed with the Commission pursuant to Regulation 14A within 120 days of the end
of our fiscal year. The information required by Item 405 of Regulation S-K is
also incorporated by reference to the information set forth under the caption
"Other Matters--Section 16(a) Beneficial Ownership Reporting Compliance" in the
Proxy Statement. The required information with respect to executive officers
appears at the end of Part I of this Form 10-K.

Item 11.  Executive Compensation.

         Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Executive Compensation" in the Proxy Statement; provided, however, that
the subsections titled "Executive Compensation - General" and "Executive
Compensation - Fiscal 2001 Compensation Generally" shall not be deemed to be
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Stock Ownership of Management and Others" in the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions.

         Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Certain Transactions" in the Proxy Statement.



                                      -64-


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

         (a)(1) The financial statements of Northland Cranberries, Inc.,
consisting of our consolidated balance sheets as of August 31, 2001 and 2000,
consolidated statements of operations, cash flows and shareholders' equity for
the fiscal years ended August 31, 2001, 2000 and 1999, notes to consolidated
financial statements and independent auditors' report, are filed herewith.

         (a)(2) Schedule II, Valuation and Qualifying Accounts, is filed
herewith. We have omitted other schedules because they are not required or not
applicable, or the information required to be shown is included in our financial
statements and related notes.

         (a)(3) The exhibits we have filed herewith or incorporated by reference
herein are set forth on the attached Exhibit Index.*

         (b) We filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal 2001 and in the first quarter of fiscal 2002 to the
date of this Form 10-K:


   Date Filed        Date of Report                        Item

  June 11, 2001       June 8, 2001      Item 5 - Second Amendment to Forbearance
                                        Agreement and Limited Waiver, Third
                                        Amendment to Forbearance Agreement and
                                        sale of Mountain Home, North Carolina
                                        plant and private label sauce business.

November 6, 2001    November 6, 2001    Item 5 - One-for-four reverse stock
                                        split, voluntary delisting of the Class
                                        A Common Stock from The Nasdaq Stock
                                        Market and quotation on the Over-The-
                                        Counter Bulletin Board.

November 7, 2001    November 6, 2001    Item 5 - Change of control transaction
                                        with Sun Northland, LLC.

November 21, 2001   November 6, 2001    Item 2 - Change of control transaction
                                        with Sun Northland, LLC.



*    We will furnish to shareholders the Exhibits to this Form 10-K,
     including long-term debt instruments disclosed in Exhibit 4.5, on
     request and advance payment of a fee of $0.20 per page, plus mailing
     expenses. Requests for copies should be addressed to Kenneth A.
     Iwinski, Vice President-Legal and Secretary, Northland Cranberries,
     Inc., 800 First Avenue South, P.O. Box 8020, Wisconsin Rapids,
     Wisconsin 54495-8020.


                                      -65-


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                             NORTHLAND CRANBERRIES, INC.


Date:  December 13, 2001                     By: /s/ John Swendrowski
                                                 -------------------------------
                                                     John Swendrowski
                                                     Chairman of the Board and
                                                     Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed on December 13, 2001 below by the following
persons on behalf of the Company and in the capacities indicated.



By:  /s/ John Swendrowski                   By:   /s/ Richard P. Teske
   -----------------------------------         ---------------------------------
     John Swendrowski                              Richard P. Teske
     Chairman of the Board,                        Chief Financial Officer
     Chief Executive Officer and Director


By:   /s/ Marc J. Leder                      By:  /s/ David L. Kreilein
   ---------------------------------            --------------------------------
       Marc J. Leder                                David L. Kreilein
       Director                                     Director



By: /s/ Clarence E. Terry                   By:  /s/ Kevin J. Calhoun
   -----------------------------------         ---------------------------------
     Clarence E. Terry                             Kevin J. Calhoun
     Director                                      Director



By: /s/ Rodger R. Krouse
   -----------------------------------
     Rodger R. Krouse
     Director

                                      -66-




                          NORTHLAND CRANBERRIES, INC. AND SUBSIDIARIES
                         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                                    Year ended August 31,
                                                                           2001                2000               1999
Valuation accounts deducted in the consolidated
  balance sheets from assets to
  which they apply:
Accounts receivable - allowance for doubtful accounts:
                                                                                                 
   Balances at beginning of year                                    $     (250,000)    $     (600,000)    $          -
   Additions - charged to expense                                         (955,000)          (645,000)        (600,000)
   Deductions - amounts written off, net of recoveries                     905,000            995,000                -
                                                                    ----------------------------------------------------
   Balances at end of year                                           $    (300,000)    $     (250,000)    $   (600,000)
                                                                    ====================================================
Deferred income taxes - valuation allowance:
   Balances at beginning of year                                     $ (30,760,000)    $            -     $          -
   Additions - allowance established                                    (7,647,000)       (30,760,000)               -
                                                                    ----------------------------------------------------
   Balances at end of year                                           $ (38,407,000)    $  (30,760,000)    $          -
                                                                    ====================================================



                                      -67-


                                  EXHIBIT INDEX


EXHIBIT NO.                            DESCRIPTION

2.1      Asset Purchase Agreement, dated as of January 5, 2000, by and between
         the Company and Cliffstar Corporation. [Incorporated by reference to
         Exhibit 2.1 to the Company's Current Report on Form 8-K dated March 23,
         2000.]

2.2      First Amendment to Asset Purchase Agreement, dated as of March 8, 2000,
         by and between the Company and Cliffstar Corporation. [Incorporated by
         reference to Exhibit 2.2 to the Company's Current Report on Form 8-K
         dated March 23, 2000.]

2.3      Asset Purchase Agreement, dated as of December 2, 1998, by and between
         the Company and Seneca Foods Corporation. [Incorporated by reference to
         Exhibit 2.0 to the Company's Current Report on Form 8-K dated December
         30, 1998.]

2.4      Stock Purchase Agreement, dated as of November 6, 2001, by and between
         the Company and Sun Northland, LLC. [Incorporated by reference to
         Exhibit 2.1 to the Company's Current Report on Form 8-K dated November
         21, 2001.]

2.5      Assignment, Assumption and Release Agreement, dated as of November 6,
         2001, by and among Sun Northland, LLC, LaSalle Bank National
         Association, St. Francis Bank, F.S.B., ARK CLO 2000-1 Limited and U.S.
         Bank National Association. [Incorporated by reference to Exhibit 2.2 to
         the Company's Current Report on Form 8-K dated November 21, 2001.]

2.6      Assignment Agreement, dated as of November 6, 2001, by and between the
         Company and Sun Northland, LLC. [Incorporated by reference to Exhibit
         2.3 to the Company's Current Report on Form 8-K dated November 21,
         2001.]

2.7      Assignment, Assumption and Release Agreement, dated as of November 6,
         2001, by and among Sun Northland, LLC, Wells Fargo Bank Minnesota,
         National Association, Endeavor, L.L.C., Bank One Wisconsin and M&I
         Marshall & Ilsley Bank. [Incorporated by reference to Exhibit 2.4 to
         the Company's Current Report on Form 8-K dated November 21, 2001.]

2.8      Assignment Agreement, dated as of November 6, 2001, by and between the
         Company and Sun Northland, LLC. [Incorporated by reference to Exhibit
         2.5 to the Company's Current Report on Form 8-K dated November 21,
         2001.]

3.1      Articles of Amendment to the Company's Articles of Incorporation
         effecting the one-for-four reverse stock split, effective November 5,
         2001. [Incorporated by reference to Exhibit 4.7 to the Company's
         Current Report on Form 8-K dated November 21, 2001.]



                                      -68-


EXHIBIT NO.                            DESCRIPTION

3.2      Articles of Amendment to the Company's Articles of Incorporation
         creating the Series A Preferred Stock, effective November 5, 2001.
         [Incorporated by reference to Exhibit 4.8 to the Company's Current
         Report on Form 8-K dated November 21, 2001.]

3.3      Articles of Amendment to the Company's Articles of Incorporation
         creating the Series B Preferred Stock, effective November 5, 2001.
         [Incorporated by reference to Exhibit 4.9 to the Company's Current
         Report on Form 8-K dated November 21, 2001.]

3.4      Articles of Incorporation, as amended, dated November 5, 2001.

3.5      Amendments to By-Laws of the Company, effective November 6, 2001.

3.6      By-Laws of the Company, as amended, effective November 6, 2001.

4.1      Secured Promissory Note, dated as of June 14, 1989, issued by the
         Company to The Equitable Life Assurance Society of the United States.
         [Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
         dated July 7, 1989.]

4.2      Mortgage and Security Agreement, dated as of June 14, 1989, from the
         Company to The Equitable Life Assurance Society of the United States.
         [Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K
         dated July 7, 1989.]

4.3      Mortgage and Security Agreement dated July 9, 1993, between the Company
         and The Equitable Life Assurance Society of the United States.
         [Incorporated by reference to Exhibit 4.8 to the Company's Form 10-Q
         dated November 12, 1993.]

4.4      Modification Agreement, dated as of July 9, 1993, between the Company
         and The Equitable Life Assurance Society of the United States.
         [Incorporated by reference to Exhibit 4.9 to the Company's Form 10-Q
         dated November 12, 1993.]

4.5      Modification Agreement, dated as of November 6, 2001, between the
         Company and Equitable Life Assurance Society of the United States.

4.6      Secured Promissory Note, dated July 9, 1993, between the Company and
         The Equitable Life Assurance Society of the United States.
         [Incorporated by reference to Exhibit 4.23 to the Company's Form 10-K
         for the fiscal year ended March 31, 1995.]

4.7      Stock Pledge, dated July 9, 1993, between the Company and The Equitable
         Life Assurance Society of the United States. [Incorporated by reference
         to Exhibit 4.24 to the Company's Form 10-K for the fiscal year ended
         March 31, 1995.]

4.8      Loan and Security Agreement, dated as of November 6, 2001, by and among
         the Company, Foothill Capital Corporation and Ableco Finance LLC, as
         lenders, and Foothill Capital Corporation, as arranger and
         administrative agent. [Incorporated by reference to Exhibit 4.1 to the
         Company's Current Report on Form 8-K dated November 21, 2001.]



                                      -69-


4.9      Amended and Restated Credit Agreement, dated as of November 6, 2001, by
         and among the Company, St. Francis Bank, F.S.B., ARK CLO 2000-1 Limited
         and U.S. Bank National Association, as lenders, and U.S. Bank National
         Association, as agent. [Incorporated by reference to Exhibit 4.2 to the
         Company's Current Report on Form 8-K dated November 21, 2001.]

4.10     Common Stock Purchase Warrant, dated as of November 6, 2001, issued to
         Foothill Capital Corporation. [Incorporated by reference to Exhibit 4.5
         to the Company's Current Report on Form 8-K dated November 21, 2001.]

4.11     Common Stock Purchase Warrant, dated as of November 6, 2001, issued to
         Ableco Finance LLC. [Incorporated by reference to Exhibit 4.6 to the
         Company's Current Report on Form 8-K dated November 21, 2001.]

         Other than as set forth in Exhibits 4.1 through 4.9, the Company has
         numerous instruments which define the rights of holders of long-term
         debt. These instruments, primarily security agreements, collateral
         pledges and mortgages, including amendments and restatements of
         previously executed security agreements, collateral pledges and
         mortgages, were entered into in connection with (i) debt financing
         provided by U.S. Bank National Association, and are disclosed in the
         Amended and Restated Credit Agreement filed as Exhibit 4.9 to this Form
         10-K; (ii) and financing provided by Foothill Capital Corporation and
         Ableco Finance LLC, and are disclosed in the Loan and Security
         Agreement filed as Exhibit 4.8 to this Form 10-K. The Company will
         furnish a copy of any of such instruments to the Commission upon
         request.


                                      -70-


*10.1    1987 Stock Option Plan, dated June 2, 1987, as amended. [Incorporated
         by reference to Exhibit 10.5 to the Company's Form 10-K for the fiscal
         year ended December 31, 1987.]

*10.2    Forms of Stock Option Agreement, as amended, under 1987 Stock Option
         Plan. [Incorporated by reference to Exhibit 10.6 to the Company's Form
         10-K for the fiscal year ended December 31, 1987.]

*10.3    Form of Modification Agreement, dated as of April 16, 1996, between the
         Company and each of John B. Stauner, John Swendrowski and William J.
         Haddow, modifying Stock Option Agreements previously entered into
         between the parties. [Incorporated by reference to Exhibit 10.3 to the
         Company's Form 10- K for the fiscal year ended August 31, 1996.]

*10.4    1989 Stock Option Plan, as amended. [Incorporated by reference to
         Exhibit 4.4 to the Company's Form S-8 Registration Statement (Reg. No.
         33-32525).]

*10.5    Forms of Stock Option Agreements under the 1989 Stock Option Plan, as
         amended. [Incorporated by reference to Exhibits 4.5-4.8 to the
         Company's Form S-8 Registration Statement (Reg. No. 33-32525).]

*10.6    1995 Stock Option Plan, as amended. [Incorporated by reference to
         Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended
         August 31, 1997.]

*10.7    Form of Stock Option Agreements under the 1995 Stock Option Plan, as
         amended. [Incorporated by reference to Exhibit 10.7 to the Company's
         Form 10-K for the fiscal year ended August 31, 1996.]

*10.8    Northland Cranberries, Inc. 2001 Stock Option Plan. [Incorporated by
         reference to Exhibit 99.2 to the Company's Current Report on Form 8-K
         dated November 21, 2001.]

10.9     Lease, dated March 31, 1994 between Nantucket Conservation Foundation,
         Inc. and the Company. [Incorporated by reference to Exhibit 10.11 to
         the Company's Form 10-K for the fiscal year ended March 31, 1994.]

10.10    Amendment, dated September 7, 2001, to Lease, dated March 31, 1994
         between Nantucket Conservation Foundation, Inc. and the Company.

*10.11   Severance and Noncompetition Agreement, dated as of November 6, 2001,
         by and between the Company and John Swendrowski.

10.12    Stockholders' Agreement, dated as of November 6, 2001, by and among Sun
         Northland, LLC, the minority shareholders listed therein and the
         Company. [Incorporated by reference to Exhibit 4.3 to the Company's
         Current Report on Form 8-K dated November 21, 2001.]

10.13    Registration Agreement, dated as of November 6, 2001, by and among the
         Company, Sun Northland, LLC and the other investors signatory thereto.
         [Incorporated by reference to Exhibit 4.4 to the Company's Current
         Report on Form 8-K dated November 21, 2001.]



                                      -71-


*10.14   Management Services Agreement, dated as of November 6, 2001, by and
         between Northland Cranberries, Inc. and Sun Capital Partners
         Management, LLC. [Incorporated by reference to Exhibit 99.1 to the
         Company's Current Report on Form 8-K dated November 21, 2001.]

21       Subsidiaries of the Company. [Incorporated by reference to Exhibit 21
         to the Company's Form 10-K for the fiscal year ended August 31, 1999.]

23       Consent of Deloitte & Touche LLP.

99       Definitive Proxy Statement for the Company's 2002 annual meeting of
         shareholders (which will be filed with the Commission under Regulation
         14A within 120 days after the end of the Company's fiscal year and
         which is incorporated by reference herein to extent indicated in this
         Form 10-K).


* This exhibit is a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of
Form 10-K.



                                      -72-

EX-3.4

Exhibit 3.4

                            ARTICLES OF INCORPORATION

                                       OF

                           NORTHLAND CRANBERRIES, INC.

                           EFFECTIVE NOVEMBER 5, 2001

                                   ARTICLE 1

         The name of the corporation (hereinafter referred to as the
"Corporation") is NORTHLAND CRANBERRIES, INC.

                                   ARTICLE 2

         The period of existence of the Corporation shall be perpetual.

                                   ARTICLE 3

         The purpose or purposes for which the Corporation is organized is to
carry on and engage in any lawful activity within the purposes for which
corporations may be organized under the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes.

                                   ARTICLE 4

         The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is Sixty-Nine Million (69,000,000)
shares, consisting of: (i) Sixty Million (60,000,000) shares of a class
designated as "Class A Common Stock," with a par value of one cent ($.01) per
share; (ii) Four Million (4,000,000) shares of a class designated as "Class B
Common Stock," with a par value of one cent ($.0l) per share; and (iii) Five
Million (5,000,000) shares of a class designated as "Preferred Stock," with a
par value of one cent ($.0l) per share.

         Any and all such shares of Class A Common Stock and Class B Common
Stock (collectively, "Common Stock"), and all Preferred Stock, may be issued for
such consideration, not less than the par value thereof, as shall be fixed from
time to time by the Board of Directors. Any and all of the shares so issued, the
full consideration for which has been paid or delivered, shall be deemed fully
paid capital stock and shall not be liable to any further call or assessment
thereon, and the holders of such shares shall not be liable for any further
payments except as otherwise provided by Section 180.0622 of the Wisconsin
Business Corporation Law or any successor provision thereto, if any.

         The designation, relative rights, preferences and limitations of the
shares of each class and the authority of the Board of Directors of the
Corporation to establish and to designate series of the Preferred Stock and to
fix the variations in the relative rights, preferences and limitations as
between such series, shall be as set forth herein.




         A. Preferred Stock

         (1) Series and Variations Between Series. The Board of Directors of the
Corporation is authorized, subject to limitations prescribed by the Wisconsin
Business Corporation Law and the provisions of this paragraph A, to provide for
the issuance of the Preferred Stock in series, to establish or change the number
of shares to be included in each such series and to fix the designation,
relative rights, preferences and limitations of the shares of each such series.
The authority of the Board of Directors of the Corporation with respect to each
series shall include, but not be limited to, determination of the following:

                  (i) The number of shares constituting that series and the
         distinctive designations of that series;

                  (ii) The dividend rate or rates on the shares of that series
         and/or the method of determining such rate or rates and the timing of
         dividend payments on the shares of such series;

                  (iii) Whether and to what extent the shares of that series
         shall have voting rights in addition to the voting rights provided by
         Wisconsin Business Corporation Law, which might include the right to
         elect a specified number of directors in any case or if dividends on
         such series were not paid for a specified period of time;

                  (iv) Whether the shares of that series shall be convertible
         into shares of stock of any other series, and, if so, the terms and
         conditions of such conversion, including the price or prices and the
         rate or rates of conversion and the terms of adjustment thereof;

                  (v) Whether or not the shares of that series shall be
         redeemable, and, if so, the terms and conditions of such redemption,
         including the date or dates upon or after which they shall be
         redeemable and the amount per share payable in case of redemption,
         which amount may vary under different conditions and at different
         redemption dates;

                  (vi) The rights of the shares of that series in the event of
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation;

                  (vii) The obligation, if any, of the Corporation to retire
         shares of that series pursuant to a sinking fund; and

                  (viii) Any other relative rights, preferences and limitations
         of that series.

         Subject to the designations, relative rights, preferences and
limitations provided pursuant to this paragraph A, each share of Preferred Stock
shall be of equal rank with each other share of Preferred Stock.

         (2) Dividends. Before any dividends shall be paid or set apart for
payment upon shares of Common Stock, the holders of each series of Preferred
Stock shall be

                                       2


entitled to receive dividends at the rate per annum and at such times as
specified in the particular series. Dividends on shares of Preferred Stock shall
be paid out of any funds legally available for the payment of such dividends,
when and if declared by the Board of Directors. Such dividends shall accumulate
on each share of Preferred Stock from the date of issuance. All dividends on
shares of Preferred Stock shall be cumulative so that if the Corporation shall
not pay, on a timely basis, the specified dividend, or any part outstanding,
such deficiency shall thereafter be fully paid, but without interest, before any
dividend shall be paid or set apart for payment on the Common Stock.

         Any dividend paid upon the Preferred Stock at a time when any
accumulated dividends for any prior period are delinquent shall be expressly
declared as a dividend in whole or partial payment of the accumulated dividend
for the earliest dividend period for which dividends are then delinquent, and
shall be so designated to each shareholder to whom payment is made. All shares
of Preferred Stock shall rank equally and shall share ratably, in proportion to
the rate of dividend of the series, in all dividends paid or set aside for
payment for any dividend period or part thereof upon any such shares.

         Except to the limited extent hereinafter provided, so long as any
shares of Preferred Stock shall be outstanding, no dividend, whether in cash,
stock or otherwise, shall be paid or declared nor shall any distribution be made
on the Common Stock, nor shall any Common Stock be purchased, redeemed or
otherwise acquired for value by the Corporation, nor shall any moneys be paid to
or set aside or made available for a sinking fund for the purchase or redemption
of any Common Stock, unless:

                  (i) All dividends on the Preferred Stock of all series for all
         past dividend periods shall have been paid or shall have been declared
         and a sum sufficient for the payment thereof set apart; and

                  (ii) The Corporation shall have set aside all amounts
         theretofore required to be set aside as and for all sinking fund
         accounts, if any, for the redemption or purchase of all series of
         Preferred Stock for all past sinking fund payment periods or dates.

The foregoing provisions shall not, however, apply to, or in any way restrict
(x) any acquisition of Common Stock in exchange solely for Common Stock; (y) the
acquisition of Common Stock through application of the proceeds of the sale of
Common Stock; or (z) stock dividends or distributions payable only in shares of
stock having rights and preferences subordinate to the Preferred Stock.

         (3) Liquidation, Dissolution or Winding Up. In case of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of shares of each series of Preferred Stock shall be entitled to receive
out of the assets of the Corporation in money or money's worth the amount
specified in the particular series for each share at the time outstanding
together with all accrued but unpaid dividends thereon, before any of such
assets shall be paid or distributed to holders of Common Stock. In case of the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, if the assets of the Corporation shall be insufficient to pay the
holders of all shares of Preferred Stock then outstanding the entire


                                       3


amounts to which they may be entitled, the holders of shares of each outstanding
series of Preferred Stock shall share ratably in such assets in proportion to
the respective amounts payable in liquidation.

         (4) Voting Rights. The holders of Preferred Stock shall have only such
voting rights as are fixed for shares of each series by the Board of Directors
pursuant to this paragraph A or are provided by the Wisconsin Business
Corporation Law.

         B. Common Stock.

                  (1) Voting Rights and Powers.

                  (a) Except as otherwise provided by the Wisconsin Business
         Corporation Law and except as may be determined by the Board of
         Directors with respect to the Preferred Stock pursuant to paragraph A
         of this Article 4, only the holders of Common Stock shall be entitled
         to vote for the election of directors of the Corporation and for all
         other corporate purposes. With respect to all matters upon which
         shareholders are entitled to vote or to which shareholders are entitled
         to give consent, the holders of the outstanding shares of Class A
         Common Stock and the holders of the outstanding shares of Class B
         Common Stock shall vote together as a single class, and every holder of
         any outstanding share of Class A Common Stock shall be entitled to cast
         thereon one (1) vote in person or by proxy for each share of Class A
         Common Stock standing in his name on the stock transfer records of the
         Corporation, and every holder of any outstanding shares of Class B
         Common Stock shall be entitled to cast thereon three (3) votes in
         person or by proxy for each share of Class B Common Stock standing in
         his name on the stock transfer records of the Corporation; provided
         that, with respect to any proposed corporate action which would require
         a separate class vote under the Wisconsin Business Corporation Law, the
         approval of a majority of the votes entitled to be cast by the holders
         of the class affected by the proposed action, voting separately as a
         class, shall be obtained in addition to the approval of a majority of
         the votes entitled to be cast by the holders of the Class A Common
         Stock and the Class B Common Stock voting together as a single class as
         hereinbefore provided.

                  (b) The voting power limitations and/or restrictions of
         Section 180.1150 of the Wisconsin Business Corporation Law, or any
         successor provision thereto, shall not apply to any shares of Class B
         Common Stock held by any person.

                  (2) Dividends and Distributions.

                  (a) Subject to the provisions of this Article 4, the Board of
         Directors may, in its discretion, out of funds legally available for
         the payment of dividends and at such times and in such manner as
         determined by the Board of Directors, declare and pay dividends on the
         Common Stock.

                  (b) As and when cash dividends may be declared from time to
         time by the Board of Directors out of funds legally available therefor,
         the cash dividend payable with respect to each share of the Class A
         Common Stock shall in all cases be in an amount equal to at least one
         hundred ten percent (110%) of the amount of the cash


                                       4


         dividend payable with respect to each share of the Class B Common
         Stock. Cash dividends may be declared and payable with respect to the
         Class A Common Stock without a concurrent cash dividend declared and
         payable with respect to the Class B Common Stock. Distributions
         declared by the Board of Directors to be in connection with the partial
         or complete liquidation of the corporation or any of its subsidiaries
         shall not be considered to be cash dividends for the purposes of this
         Paragraph (2).

                  (c) Each share of Class A Common Stock and Class B Common
         Stock shall be equal in respect to rights to dividends (other than
         those payable in cash) and distributions (except distributions declared
         by the Board of Directors to be in connection with the liquidation,
         dissolution or winding up of the Corporation) when and as declared, in
         the form of stock or other property of the Corporation, except that in
         the case of dividends or other distributions payable in stock split-ups
         or divisions, which occur after the initial issuance of shares of the
         Class B Common Stock by the Corporation, only shares of Class A Common
         Stock shall be distributed with respect to the Class A Common Stock and
         only shares of Class B Common Stock shall be distributed with respect
         to the Class B Common Stock.

                  (3) Liquidation, Dissolution or Winding Up.

                  (a) In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation, after there shall have
         been paid to or set aside for the holders of shares of Preferred Stock
         the full preferential amounts to which they are entitled, the holders
         of outstanding shares of Common Stock shall be entitled to receive pro
         rata, according to the number of shares held by each, the remaining
         assets of the Corporation available for distribution as set forth
         herein.

                  (b) In case of voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation, the holders of Class A
         Common Stock shall be entitled to receive out of the assets of the
         Corporation in money or money's worth the sum of One Dollar ($1.00) per
         share (the "Class A Payment"), subject to equitable adjustment in the
         event of any subdivisions, combinations, stock splits or stock
         dividends involving shares of the Class A Common Stock, before any of
         such assets shall be paid or distributed to holders of Class B Common
         Stock. If the assets of the Corporation shall be insufficient to pay
         the entire Class A Payment to the holders of the then outstanding Class
         A Common Stock, then the holders of the Class A Common Stock shall
         share ratably in such assets in proportion to the amounts which would
         be payable with respect to Class A Common Stock as if the Class A
         Payment was paid in full. After payment in full of the Class A Payment,
         the holders of Class B Common Stock shall be entitled to receive out of
         the remaining assets of the Corporation in money or money's worth the
         sum of One Dollar ($1.00) per share (the "Class B Payment"), subject to
         equitable adjustment in the event of any subdivisions, combinations,
         stock splits or stock dividends involving shares of the Class B Common
         Stock, before any of such remaining assets shall be paid or distributed
         to holders of the Class A Common Stock. If the remaining assets of the
         Corporation shall be insufficient to pay the entire Class B Payment to
         the holders of the then outstanding Class B Common Stock, then the
         holders of the Class B Common Stock shall share ratably in such assets
         in proportion to the amounts which would be payable


                                       5


         with respect to Class B Common Stock as if the Class B Payment was paid
         in full. After payment in full of the Class A Payment and the Class B
         Payment, any further payments on the liquidation, dissolution or
         winding up of the business of the Corporation shall be made on an equal
         basis as to all of the shares of capital stock then outstanding.

                  (4) Conversion of the Class B Common Stock.

                  (a) Each share of Class B Common Stock may at any time or from
         time to time, at the option of the respective holder thereof, be
         converted into one fully paid and nonassessable (except to the extent
         of any statutory liability imposed by Section 180.0622 of the Wisconsin
         Business Corporation Law) share of Class A Common Stock. Such
         conversion right shall be exercised by the surrender of the certificate
         representing such share of Class B Common Stock to be converted to the
         Corporation at any time during normal business hours at the principal
         executive offices of the Corporation in Wisconsin Rapids, Wisconsin (to
         the attention of the Secretary of the Corporation), or if an agent for
         the registration or transfer of shares of Class B Common Stock is then
         duly appointed and acting (said agent being referred to in this Article
         4 as the "Transfer Agent") then at the office of the Transfer Agent,
         accompanied by a written notice of the election by the holder thereof
         to convert and (if so required by the Corporation or the Transfer
         Agent) by instruments of transfer, in form satisfactory to the
         Corporation and to the Transfer Agent, if any, duly executed by such
         holder or his duly authorized attorney, and transfer tax stamps or
         funds therefor, if required pursuant to Paragraph (4) (e) below.

                  (b) As promptly as practicable after the surrender for
         conversion of a certificate representing shares of Class B Common Stock
         in the manner provided in Paragraph (4) (a), above, and the payment in
         cash of any amount required by the provisions of Paragraphs (4) (a) and
         (4) (e), the Corporation will deliver, or will cause to be delivered at
         the office of the Transfer Agent to, or upon the written order of, the
         holder of such certificate, a certificate or certificates representing
         the number of full shares of Class A Common Stock issuable upon such
         conversion, issued in such name or names as such holder may direct. The
         Corporation shall not, however, upon any such conversion, issue any
         fractional share of Class A Common Stock, and any shareholder who would
         otherwise be entitled to receive such fractional share if issued shall
         receive in lieu thereof a full share of Class A Common Stock. Any such
         conversion shall be deemed to have been made immediately prior to the
         close of business on the date of the surrender of the certificate
         representing shares of Class B Common Stock, and all rights of the
         holder of such shares as such holder shall cease at such time and the
         person or persons in whose name or names the certificate or
         certificates representing the shares of Class A Common Stock are to be
         issued shall be treated for all purposes as having become the record
         holder or holders of such shares of Class A Common Stock at such time;
         provided, however, that any such surrender and payment on any date when
         the stock transfer records of the Corporation shall be closed shall
         constitute the person or persons in whose name or names the certificate
         or certificates representing shares of Class A Common Stock are to be
         issued as the record holder or holders thereof for all purposes
         immediately prior to the close of business on the next succeeding day
         on which such stock transfer records are open.



                                       6


                  (c) No adjustment in respect of dividends shall be made upon
         the conversion of any shares of Class B Common Stock; provided,
         however, that if a share shall be converted subsequent to the record
         date for the payment of a dividend or other distribution on shares of
         Class B Common Stock but prior to such payment, the registered holder
         of such share at the close of business on such record date shall be
         entitled to receive the dividend or other distribution payable on such
         share on the date set for payment of such dividend or other
         distribution notwithstanding the conversion thereof or the
         Corporation's default in payment of the dividend or distribution due on
         such date.

                  (d) The Corporation will at all times reserve and keep
         available, solely for the purpose of issuance upon conversion of the
         outstanding shares of Class B Common Stock, such number of shares of
         Class A Common Stock as shall be issuable upon the conversion of all of
         such outstanding shares; provided, however, that nothing contained
         herein shall be construed to preclude the Corporation from satisfying
         its obligations in respect of the conversion of the outstanding shares
         of Class B Common Stock by delivery of purchased shares of Class A
         Common Stock which are held in the treasury of the Corporation. If any
         shares of Class A Common Stock required to be reserved for purposes of
         conversion hereunder require registration with, or approval of, any
         governmental authority under any Federal or state law before such
         shares of Class A Common Stock may be issued upon conversion, the
         Corporation will use its best efforts to cause such shares to be duly
         registered or approved, as the case may be.

                  (e) The issuance of certificates for shares of Class A Common
         Stock upon conversion of shares of Class B Common Stock shall be made
         without charge for any stamp or other similar tax in respect of such
         issuance. However, if any such certificate is to be issued in a name
         other than that of the holder of the share or shares of Class B Common
         Stock converted, the person or persons requesting the issuance thereof
         shall pay to the Corporation the full amount of any tax which may be
         payable in respect of any transfer involved in such issuance or shall
         establish to the satisfaction of the Corporation that such tax has been
         paid.

                  (f) When the number of outstanding shares of Class B Common
         Stock falls below two percent (2%) of the aggregate number of shares of
         Class A Common Stock and Class B Common Stock then outstanding (or such
         higher number as results from adjustments for stock splits, stock
         dividends or other events), the outstanding shares of Class B Common
         Stock shall be deemed without further act on anyone's part to be
         immediately and automatically converted into shares of Class A Common
         Stock, and stock certificates formerly representing outstanding shares
         of Class B Common Stock shall thereupon and thereafter be deemed to
         represent a like number of full shares of Class A Common Stock. In the
         event that any shareholder would otherwise be entitled to receive a
         fractional share of Class A Common Stock upon any such conversion, such
         shareholder shall receive in lieu thereof a full share of Class B
         Common Stock.



                                       7


                  (5) No Subsequent Issuance of Class B Common Stock

         Subsequent to the initial issuance of the shares of Class B Common
Stock, the Board of Directors may only issue such shares in the form of a
distribution or distributions pursuant to a stock dividend on or split-up of the
shares of the Class B Common Stock and only to the then holders of the
outstanding shares of the Class B Common Stock in conjunction with and in the
same ratio as a stock dividend on or split-up of the shares of the Class A
Common Stock. Except as provided in this paragraph (5), the Corporation shall
not issue additional shares of Class B Common Stock after the initial issuance
of such shares by the Corporation, and all shares of Class B Common Stock
surrendered for conversion shall be retired, unless otherwise approved by the
affirmative vote of the holders of a majority of the outstanding shares of the
Class A Common Stock and Class B Common Stock entitled to vote, voting together
as a single class, as provided in Paragraph (B) (1) of this Article 4.

                  (6) No Preemptive Rights.

         No holder of any issued and outstanding share of Class A Common Stock,
Class B Common Stock or Preferred Stock shall, as such holder, have any
preemptive right in or right to purchase or subscribe for, any new or additional
shares of Class A Common Stock, Class B Common Stock and/or Preferred Stock, or
any shares of any other class or series of capital stock, or any obligations or
other rights or options to subscribe for or purchase, any capital stock of any
class of series, whether now or hereinafter authorized and whether issued by the
corporation for cash or other consideration or by way of dividends or other
distribution.

                  (7) Reverse Stock Split.

         Effective as of the close of business on the date of filing of this
Amendment to the Articles of Incorporation (the "Effective Time"), provided that
such date is on or prior to January 30, 2002, the filing of this Amendment shall
effect a reverse stock split pursuant to which (a) each four (4) shares of Class
A Common Stock issued and outstanding shall be combined into one (1) validly
issued, fully paid and nonassessable share of Class A Common Stock, and (b) each
four (4) shares of Class B Common Stock issued and outstanding shall be combined
into one (1) validly issued, fully paid and nonassessable share of Class B
Common Stock. The number of authorized shares and the par value of the Class A
Common Stock and the Class B Common Stock shall not be affected by the reverse
stock split. The Corporation shall not issue fractional shares or scrip of
either Class A or Class B Common Stock as a result of the reverse stock split.
Instead, fractional shares of Class A and Class B Common Stock resulting from
such reverse stock split shall be rounded up to the next whole number. The
Corporation shall require each holder of record of issued and outstanding shares
of Class A or Class B Common Stock at the Effective Time (the "Pre-Split
Shares") to surrender for cancellation the certificate representing such shares
and receive certificates that the Corporation shall issue representing the
shares into which such Pre-Split Shares have been converted.

                                   ARTICLE 5

         The number of directors constituting the Corporation's initial Board of
Directors shall be two (2), and thereafter the number of directors shall be such
number (one or more) as


                                       8


may be fixed from time to time or at any time by, or in the manner provided in,
the Corporation's Bylaws. The names of the two (2) initial directors are as
follows:

                                John Swendrowski
                                   Leroy Miles

                                   ARTICLE 6

                  The address of the initial registered office of the
Corporation is c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, in Milwaukee County. The name of the Corporation's initial
registered agent at such address is Jeffrey J. Jones.

                                   ARTICLE 7

                  These Articles of Incorporation may be amended pursuant to the
Bylaws of this Corporation and as authorized by law at the time of amendment.

                                   ARTICLE 8

                  The name and address of the sole incorporator of this
Corporation is Todd B. Pfister, c/o Foley & Lardner, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202.



                                       9


                              ARTICLES OF AMENDMENT
                                   relating to
                            SERIES A PREFERRED STOCK
                                       of
                           NORTHLAND CRANBERRIES, INC.

           ---------------------------------------------------------

                   Pursuant to Sections 180.0602 and 180.1002
                   of the Wisconsin Business Corporation Law

           ---------------------------------------------------------

         I, John Swendrowski, Chairman of the Board and Chief Executive Officer
of Northland Cranberries, Inc., a corporation organized and existing under the
Wisconsin Business Corporation Law (the "Corporation"), in accordance with the
provisions of Sections 180.0602 and 180.1002 thereof, DO HEREBY CERTIFY THAT:

         A. Pursuant to the authority conferred upon the Board of Directors of
the Corporation by its Articles of Incorporation, as amended, and in accordance
with Sections 180.0602 and 180.1002 of the Wisconsin Business Corporation Law,
said Board of Directors adopted resolutions on November 1, 2001, creating a
series of Preferred Stock, $.01 par value per share, of the Corporation,
designated as Series A Preferred Stock.

         B. Said resolutions of the Board of Directors of the Corporation
creating the series designated as Series A Preferred Stock provide that said
series shall have such designation and number of shares and such preferences,
limitations and relative rights as are set forth in the paragraphs below:

                            Series A Preferred Stock

         1. Designation and Amount. The Corporation is authorized to issue a
series of Preferred Stock, which is hereby designated as "Series A Preferred
Stock." The number of shares of Series A Preferred Stock shall be limited to Two
Million (2,000,000). The par value of the Series A Preferred Stock shall be $.01
per share.

         2. Dividends. If and when the Board of Directors declares a cash
dividend on the shares of Class A Common Stock, then the holders of Series A
Preferred Stock shall be entitled to receive, out of funds legally available
therefor, a cash dividend per share equal to the amount such holders would have
received had such holder converted his or its Series A Preferred Stock into
Class A Common Stock immediately prior to such distribution.

         3. Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series A Preferred Stock then outstanding
shall be entitled to receive out of the assets of the Corporation available for
distribution to its shareholders, in money or money's worth, after and subject
to the payment in full of all amounts required to be distributed to the holders
of any other Preferred Stock of the Corporation ranking on liquidation prior and
in preference to the Series A Preferred Stock (such Preferred Stock being
referred to hereinafter as "Senior Preferred Stock"; provided that the Series B
Preferred Stock ranks junior to the Series A Preferred Stock and is therefore
not Senior



Preferred Stock) upon such liquidation, dissolution or winding up, an
amount equal to the amount such holder would have received had such holder
converted its Series A Preferred Stock into Class A Common Stock immediately
prior to such distribution. The merger or consolidation of the Corporation into
or with another corporation, the merger or consolidation of any other
corporation into or with the Corporation, or the sale of all or substantially
all the assets of the Corporation shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 3.

         4. Voting. Each issued and outstanding share of Series A Preferred
Stock shall be entitled to the number of votes equal to the number of shares of
Class A Common Stock into which each such share of Series A Preferred Stock is
convertible (as adjusted from time to time pursuant to Section 5 and Section 6
hereof), at each meeting of shareholders of the Corporation (or pursuant to any
action by written consent) with respect to any and all matters presented to the
shareholders of the Corporation for their action or consideration. Except as
provided by law or by the provisions establishing any other series of Preferred
Stock, holders of Series A Preferred Stock shall vote together with the holders
of Common Stock as a single class.

         5. Mandatory Conversion.

         Immediately upon the effectiveness of an amendment to the Corporation's
Articles of Incorporation which has the effect of increasing the number of
shares of Class A Common Stock that the Corporation is authorized to issue to a
number sufficient to provide for the issuance of shares of Class A Common Stock
upon conversion of all of the then issued and outstanding shares of Series A
Preferred Stock in accordance with the terms hereof, each share of Series A
Preferred Stock shall be automatically converted into fully-paid and
nonassessable (except as provided by Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law) shares of Class A Common Stock. The number of shares
of Class A Common Stock into which each share of Series A Preferred Stock is
convertible shall equal the Conversion Rate in effect at such time. The initial
Conversion Rate shall be twenty-five (25), subject to adjustment as provided in
Section 6 hereof. Upon such automatic conversion, all shares of Series A
Preferred Stock which shall have been converted as herein provided shall no
longer be deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall forthwith
cease and terminate.

         6. Anti-Dilution Provisions.

         (a) The Conversion Rate shall be subject to adjustment from time to
time in accordance with this Section 6.

         (b) In case the Corporation shall at any time (i) subdivide the
outstanding Class A Common Stock or (ii) issue a dividend on its outstanding
Class A Common Stock payable in shares of Class A Common Stock, the Conversion
Rate in effect immediately prior to such dividend or combination shall be
proportionately increased by the same ratio as the subdivision or dividend. In
case the Corporation shall at any time combine its outstanding Class A Common
Stock, the Conversion Rate in effect immediately prior to such combination shall
be proportionately decreased by the same ratio as the combination.

         (c) If any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation or merger of the Corporation with
another corporation, or the sale of all or substantially all of its assets to
another corporation, shall be effected in such a way that holders of


                                        2


Class A Common Stock shall be entitled to receive stock, securities, cash or
other property with respect to or in exchange for Class A Common Stock, then, as
a condition of such reorganization, reclassification, consolidation, merger or
sale, lawful and adequate provision shall be made whereby the holders of the
Series A Preferred Stock shall have the right to acquire and receive upon
conversion of the Series A Preferred Stock such shares of stock, securities,
cash or other property issuable or payable (as part of the reorganization,
reclassification, consolidation, merger or sale) with respect to or in exchange
for such number of outstanding shares of Class A Common Stock as would have been
received upon conversion of the Series A Preferred Stock at the Conversion Rate
then in effect.

         7. No Sinking Fund. Shares of Series A Preferred Stock shall not be
entitled to any sinking fund.

         8. Other Terms. Shares of Series A Preferred Stock shall be subject to
the other terms, provisions and restrictions set forth in the Articles of
Incorporation with respect to the shares of Preferred Stock of the Corporation.

         C. No shares of Series A Preferred Stock have been issued as of the
date hereof.

         D. The amendment creating the Series A Preferred Stock was adopted by
the Board of Directors of the Corporation in accordance with Section 180.1002 of
the Wisconsin Business Corporation Law and shareholder action was not required.

         E. These Articles of Amendment shall be effective as of 9:01 a.m. on
November 5, 2001.

         IN WITNESS WHEREOF, the undersigned has executed and subscribed these
Articles of Amendment on behalf of the Corporation and does affirm the foregoing
as true this 2nd day of November, 2001.


                                              NORTHLAND CRANBERRIES, INC.


                                              By:/s/ John Swendrowski
                                                 -------------------------------
                                                   John Swendrowski
                                                   Chairman of the Board and
                                                   Chief Executive Officer


- -------------------

         This instrument was drafted by and should be returned to Peter C.
Underwood of the firm of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.



                                       3

                              ARTICLES OF AMENDMENT
                                   relating to
                            SERIES B PREFERRED STOCK
                                       of
                           NORTHLAND CRANBERRIES, INC.

           ---------------------------------------------------------

                   Pursuant to Sections 180.0602 and 180.1002
                   of the Wisconsin Business Corporation Law

           ---------------------------------------------------------

         I, John Swendrowski, Chairman of the Board and Chief Executive Officer
of Northland Cranberries, Inc., a corporation organized and existing under the
Wisconsin Business Corporation Law (the "Corporation"), in accordance with the
provisions of Sections 180.0602 and 180.1002 thereof, DO HEREBY CERTIFY THAT:

         A. Pursuant to the authority conferred upon the Board of Directors of
the Corporation by its Articles of Incorporation, as amended, and in accordance
with Sections 180.0602 and 180.1002 of the Wisconsin Business Corporation Law,
said Board of Directors adopted resolutions on November 1, 2001, creating a
series of Preferred Stock, $.01 par value per share, of the Corporation,
designated as Series B Preferred Stock.

         B. Said resolutions of the Board of Directors of the Corporation
creating the series designated as Series B Preferred Stock provide that said
series shall have such designation and number of shares and such preferences,
limitations and relative rights as are set forth in the paragraphs below:

                            Series B Preferred Stock

         1. Designation and Amount. The Corporation is authorized to issue a
series of Preferred Stock, which is hereby designated as "Series B Preferred
Stock". The number of shares of Series B Preferred Stock shall be limited to 100
shares. The par value of the Series B Preferred Stock shall be $.01 per share.

         2. Dividends. The corporation will not pay dividends to the holders of
the Series B Preferred Stock.

         3. Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series B Preferred Stock then outstanding
shall be entitled to receive out of the assets of the Corporation available for
distribution to its shareholders, in money or money's worth, after and subject
to the payment in full of all amounts required to be distributed to the holders
of any other Preferred Stock of the Corporation ranking on liquidation prior and
in preference to the Series B




Preferred Stock (including, without limitation, the Series A Preferred Stock),
upon such liquidation, dissolution or winding up, an amount equal to the
Liquidation Value of each such Series B Preferred Stock.

         4. Voting. Except as otherwise provided herein and as otherwise
required by applicable law, the Series B Preferred Stock shall have no voting
rights; provided that each holder of Series B Preferred Stock shall be entitled
to notice of all stockholders meetings at the same time and in the same manner
as notice is given to all stockholders entitled to vote at such meetings.

         5. Redemptions.

         (a) Redemption in Connection With Sun Exit Event. If a Sun Exit Event
has occurred, the Corporation will redeem each issued and outstanding share of
Series B Preferred Stock from each holder of the Series B Preferred Stock at a
price per share equal to a fraction, the numerator of which is the Formula
Amount and the denominator of which is one hundred (100).

         (b) Redemption Payments. For each share of Series B Preferred Stock
which is to be redeemed hereunder, the Corporation shall be obligated within
five days of the Redemption Date to pay to the holders thereof (upon surrender
by such holders at the Corporation's principal office of the certificate
representing such share of Series B Preferred Stock) an amount in immediately
available funds equal to the amount calculated in accordance with Section 5(a).
If the funds of the Corporation legally available for redemption of Series B
Preferred Stock on the Redemption Date are insufficient to redeem the Series B
Preferred Stock, those funds which are legally available shall be used to redeem
the Series B Preferred Stock, unless such use would result in a breach by
Corporation of any of its financing agreements. At any time thereafter when
additional funds of the Corporation are legally available for the redemption of
the Series B Preferred Stock, and such use would not result in a breach by the
Corporation of any of its financing agreements, such funds shall immediately be
used to redeem the balance of the Series B Preferred Stock which the Corporation
has become obligated to redeem on the Redemption Date but which it has not
redeemed and, until such balance has been so redeemed in full, no Junior
Securities of the Corporation shall be redeemed and no dividends shall be paid
thereon. If within 30 days of the Redemption Date the Corporation has not paid
the holders of Series B Preferred Stock the full amount calculated in accordance
with Section 5(a), the amount not paid within 30 day period shall accrue simple
interest at the rate of the lesser of 12% per annum or the prime rate (as
announced within Wells Fargo at its principal office in San Francisco as its
"prime rate") plus 4% per annum.

         6. No Sinking Fund. Shares of Series B Preferred Stock shall not be
entitled to any sinking fund.

         7. Other Terms. Shares of Series B Preferred Stock shall be subject to
the other terms, provisions and restrictions set forth in the Articles of
Incorporation with respect to the shares of Preferred Stock of the Corporation.



                                       2


         8. Definitions. The following terms shall have the meanings specified:

       "Formula Amount" means:

         (a)      if Sun's IRR is less than or equal to forty percent (40%),
                  zero.

         (b)      If Sun's IRR is greater than forty percent (40%) but less than
                  or equal to fifty percent (50%), ten percent (10%) of the
                  difference between the aggregate amount of Sun Proceeds minus
                  what the aggregate amount of Sun Proceeds would have been had
                  Sun's IRR been forty percent (40%);

         (c)      If Sun's IRR is greater than fifty percent (50%) but less than
                  or equal to sixty percent (60%), the sum of (i) fifteen
                  percent (15%) of the difference between the aggregate amount
                  of Sun Proceeds minus what the aggregate amount of Sun
                  Proceeds would have been had Sun's IRR been fifty percent
                  (50%), plus (ii) ten percent (10%) of the difference between
                  what the aggregate amount of Sun Proceeds would have been had
                  Sun's IRR been fifty percent (50%) minus what the aggregate
                  amount of Sun Proceeds would have been had Sun's IRR been
                  forty percent (40%);

         (d)      If Sun's IRR is greater than sixty percent (60%) but less than
                  or equal to seventy percent (70%), the sum of (i) twenty
                  percent (20%) of the difference between the aggregate amount
                  of Sun Proceeds minus what the aggregate amount of Sun
                  Proceeds would have been had Sun's IRR been sixty percent
                  (60%), plus (ii) fifteen percent (15%) of the difference
                  between what the aggregate amount of Sun Proceeds would have
                  been had Sun's IRR been sixty percent (60%) minus what the
                  aggregate amount of Sun Proceeds would have been had Sun's IRR
                  been fifty percent (50%), plus (iii) ten percent (10%) of the
                  difference between what the aggregate amount of Sun Proceeds
                  would have been had Sun's IRR been fifty percent (50%) minus
                  what the aggregate amount of Sun Proceeds would have been had
                  Sun's IRR been forty percent (40%);

         (e)      If Sun's IRR is greater than seventy percent (70%) but less
                  than or equal to eighty percent (80%), the sum of (i) twenty
                  five percent (25%) of the difference between the aggregate
                  amount of Sun Proceeds minus what the aggregate amount of Sun
                  Proceeds would have been had Sun's IRR been seventy percent
                  (70%), plus (ii) twenty percent (20%) of the difference
                  between what the aggregate amount of Sun Proceeds would have
                  been had Sun's IRR been seventy percent (70%) minus what the
                  aggregate amount of Sun Proceeds would have been had Sun's IRR
                  been sixty percent (60%), plus (iii) fifteen percent (15%) of
                  the difference between what the aggregate amount of Sun
                  Proceeds would have been had Sun's IRR been sixty percent
                  (60%) minus what the aggregate amount of Sun Proceeds would
                  have been had Sun's IRR been fifty percent (50%), plus (iv)
                  ten percent (10%) of the


                                       3


                  difference between what the aggregate amount of Sun Proceeds
                  would have been had Sun's IRR been fifty percent (50%) minus
                  what the aggregate amount of Sun Proceeds would have been had
                  Sun's IRR been forty percent (40%); and

         (f)      If Sun's IRR is greater than eighty percent (80%), the sum of
                  (i) thirty percent (30%) of the difference between the
                  aggregate amount of Sun Proceeds minus what the aggregate
                  amount of Sun Proceeds would have been had Sun's IRR been
                  eighty percent (80%), plus (ii) twenty five percent (25%) of
                  the difference between what the aggregate amount of Sun
                  Proceeds would have been had Sun's IRR been eighty percent
                  (80%) minus what the aggregate amount of Sun Proceeds would
                  have been had Sun's IRR been seventy percent (70%), plus (iii)
                  twenty percent (20%) of the difference between what the
                  aggregate amount of Sun Proceeds would have been had Sun's IRR
                  been seventy percent (70%) minus what the aggregate amount of
                  Sun Proceeds would have been had Sun's IRR been sixty percent
                  (60%), plus (iv) fifteen percent (15%) of the difference
                  between what the aggregate amount of Sun Proceeds would have
                  been had Sun's IRR been sixty percent (60%) minus what the
                  aggregate amount of Sun Proceeds would have been had Sun's IRR
                  been fifty percent (50%), plus (v) ten percent (10%) of the
                  difference between what the aggregate amount of Sun Proceeds
                  would have been had Sun's IRR been fifty percent (50%) minus
                  what the aggregate amount of Sun Proceeds would have been had
                  Sun's IRR been forty percent (40%).

         "Junior Securities" means, collectively, the Corporation's Class A
Common Stock, par value $.01 per share, and any capital stock of any class of
the Corporation hereafter authorized which is not limited to a fixed sum or
percentage of par or stated value in respect to the rights of the holders
thereof to participate in dividends or in the distribution of assets upon any
liquidation, dissolution or winding up of the Corporation; the Corporation's
Series A Preferred Stock are not Junior Securities, and rank senior in
preference to the Series B Preferred Stock.

         "Liquidation Value" means the par value.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Redemption Date" means the date of the Sun Exit Event.

         "Sun" means Sun Northland, LLC.



                                        4


         "Sun Exit Event" means the consummation of a transaction the result of
which is (a) that immediately following such transaction neither Sun nor its
affiliates owns or controls securities possessing at least 10% of the voting
power of the Corporation or (b) the distribution of assets to holders of the
Corporation's capital stock upon the sale of all or substantially all of the
assets of the Corporation.

         "Sun's IRR" means, as of any measurement date, the interest rate
(compounded annually) which, when used as the discount rate to calculate the net
present value as of the date hereof of the sum of (i) the aggregate amount of
all Sun Proceeds and (ii) the aggregate amount of all Sun Investments, causes
such net present value to equal zero. For purposes of the net present value
calculation, (A) Sun Proceeds shall be positive numbers, (B) Sun Investments
shall be negative numbers, (C) the Sun Proceeds and Sun Investments shall be
deemed to have been received or made on the first day of the month nearest to
the actual date of such receipt or payment, and (D) "the aggregate amount of all
Sun Proceeds" shall be net of all fees and expenses of any kind whatsoever,
including without limitation investment banking fees or management service fees
paid or payable to, or reimbursement of expenses of, Sun or any of its
affiliates.

         "Sun Investments" means, as of any measurement date, the total amount
of cash, cash equivalents, promissory obligations, or the fair market value of
any other property (as determined by the Board of Directors of the Corporation
in the exercise of their good faith judgement) invested by Sun or its affiliates
in the securities of the Corporation; provided that the amount of the Sun
Investment on the date hereof is $7,000,000.

         "Sun Proceeds" means, as of any measurement date, total amount of cash
received by Sun or its affiliates in connection with a sale of securities of the
Corporation or dividend, interest or other distribution made by the Corporation
with respect to securities of the Corporation; provided that in the event Sun or
its affiliates receives property other than cash in connection with any of the
foregoing, such property shall become Sun Proceeds on the date that it is sold,
exchanged, transferred or otherwise converted into cash.

         C. No shares of Series B Preferred Stock have been issued as of the
date hereof.

         D. The amendment creating the Series B Preferred Stock was adopted by
the Board of Directors of the Corporation in accordance with Section 180.1002 of
the Wisconsin Business Corporation Law and shareholder action was not required.


                                       5


         IN WITNESS WHEREOF, the undersigned has executed and subscribed these
Articles of Amendment on behalf of the Corporation and does affirm the foregoing
as true this 2nd day of November, 2001.


                                                NORTHLAND CRANBERRIES, INC.


                                                By:/s/ John Swendrowski
                                                   ----------------------------
                                                     John Swendrowski
                                                     Chairman of the Board and
                                                     Chief Executive Officer



- -------------------

         This instrument was drafted by and should be returned to Peter C.
Underwood of the firm of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.






                                       6

EX-3.5

         The Bylaws of Northland Cranberries, Inc. were amended, effective as of
November 6, 2001, as follows:

                  (a) Section 2.10 of the Bylaws was amended in its entirety to
         read as follows:

                           "2.10. Conduct of Meeting. The Chairman, if any, and
         in his absence or discretion, a Vice-Chairman, if any, and in their
         absence, the President, and in his absence or discretion, a Vice
         President in the order provided under Section 4.11 hereof or as chosen
         by the Chairman, and in their absence, any person chosen by the
         shareholders present shall call the meeting of the shareholders to
         order and shall act as chairman of the meeting, and the Secretary of
         the corporation shall act as secretary of all meetings of the
         shareholders, but, in the absence or upon the request of the Secretary,
         the presiding officer may appoint any other person to act as secretary
         of the meeting."

                  (b) Section 2.13 of the Bylaws was amended in its entirety to
         read as follows:

                           "2.13.  Action without Meeting.  Any action required
         or permitted by the articles of incorporation or these bylaws or any
         provision of the Wisconsin Business Corporation Law to be taken at a
         meeting of the shareholders may be taken without a meeting and withou
         action by the Board of Directors if a written consent or consents,
         describing the action so taken, is signed by the holders of outstanding
         stock having not less than the minimum number of votes that would be
         necessary to authorize or take such action at a meeting at which all
         shares entitled to vote thereon were present and voted."

                  (c) Section 3.06 of the Bylaws was amended by deleting the
         words "forty eight" in the first sentence thereof and inserting the
         words "twenty-four" in its place.

                  (d) Section 3.09 of the Bylaws was amended in its entirety to
         read as follows:

                           "3.09.  Conduct of Meetings.  The Chairman, if any,
         and in his absence, a Vice-Chairman, if any, and in their absence, the
         President, and in his absence, a Vice President in the order provided
         under Section 4.11, and in their absence, any director chosen by the
         directors present, shall call meetings of the Board of Directors to
         order and shall act as chairman of the meeting. The Secretary of the
         corporation shall act as secretary of all meetings of the Board of
         Directors but in the absence of the Secretary, the presiding officer
         may appoint any other person present to act as secretary of the
         meeting. Minutes of any regular or special meeting of the Board of
         Directors shall be prepared and distributed to each director."

                  (e) The penultimate sentence of Section 3.14 of the Bylaws was
         amended to read as follows:



                           "Notwithstanding the foregoing, no action may be
         taken at any meeting held by such means on any particular matter which
         the presiding officer determines to be inappropriate under the
         circumstances for action at a meeting held by such means."

                  (f) Section 4.07 of the Bylaws was amended in its entirety to
         read as follows:

                           "4.07.  The Vice-Chairman of the Board.  The Vice-
         Chairmen of the Board, if any be chosen by the Board of Directors,
         shall possess all the powers of the Chairman of the Board. In the event
         a Vice-Chairman of the Board disagrees with the manner in which the
         Chairman of the Board is discharging the duties incident to the office
         of the Chairman of the Board, the Vice-Chairman of the Board shall have
         the right to call a vote of the Chairman of the Board and all Vice-
         Chairmen of the Board, the vote of a majority of whom shall prevail. In
         the event no majority is obtained, the disagreement shall be submitted
         to the vote of the Board of Directors, the vote of a majority of whom
         shall prevail."

                  (g) The first two sentences of Section 4.08 of the Bylaws were
         amended to read as follows:

                           "The Board of Directors shall from time to time
         designate the Chairman of the Board, if any, or any of the Vice-
         Chairmen of the Board, if any, or the President of the corporation as
         the Chief Executive Officer of the corporation. The President shall be
         the Chief Executive Officer whenever the offices of Chairman of the
         Board of the corporation and Vice-Chairman of the Board of the
         corporation are vacant."

                  (h) The first sentence of Section 4.09 of the Bylaws was
         amended to read as follows:

                           "Unless the Board of Directors otherwise provides, in
         the absence of the Chairman of the Board and all Vice-Chairmen of the
         Board, in the event of their inability or refusal to act, or in the
         event of a vacancy in the offices of the Chairman of the Board and
         Vice-Chairman of the Board, the President shall perform the duties of
         the Chairman of the Board, and when so acting shall have all the powers
         of and be subject to all the restrictions upon the Chairman of the
         Board."

                  (i) Section 5.02 of the Bylaws was amended in its entirety to
         read as follows:

                           "5.02.   Loans. No indebtedness for borrowed money
         shall be contracted on behalf of the corporation and no evidences of
         such indebtedness shall be issued in its name unless authorized by or
         under the authority of a resolution of the Board of Directors.  Such
         authorization may be general or confined to specific instances."

                  (j) Each of paragraphs (b), (c), and (d) of Section 8.03 of
         the Bylaws were amended in their entirety to read as follows:

                                       2


                           "(b)    No indemnification shall be required to be
         paid by the Corporation pursuant to Section 8.02 if, within such sixty-
         day period a Disinterested Quorum, by a majority vote thereof,
         determines that the Director or Officer requesting indemnification
         engaged in misconduct constituting a Breach of Duty. In the event a
         Disinterested Quorum makes such a determination, the decision of the
         Disinterested Quorum shall be final, and the Director or Officer shall
         have no right to appeal."

                           "(c)    If the Board does not obtain a final
         determination of a Disinterested Quorum or, if a Disinterested Quorum
         cannot be obtained, within such sixty-day period, an Authority, as
         provided in Section 8.04, shall determine whether the Director's or
         Officer's conduct constituted a Breach of Duty and, therefore, whether
         indemnification should be denied hereunder."

                           "(d)    If indemnification of the requested amount of
         Liabilities is paid by the Corporation, then it shall be conclusively
         presumed for all purposes that a Disinterested Quorum has affirmatively
         determined that the Director or Officer did not engage in misconduct
         constituting a Breach of Duty."

                  (k) Paragraph (a) of Section 8.04 of the Bylaws was amended in
         its entirety to read as follows:

                           "(a)    If an Authority is required to determine a
         Director's or Officer's right to indemnification pursuant to Section
         8.03, then the Director or Officer requesting indemnification shall
         have the absolute discretionary authority to select one of the
         following as such Authority:"








                                       3

EX-3.6

                                        ========================================
                                           Amended Effective November 6, 2001
                                        ========================================








                                     BYLAWS



                                       OF



                           NORTHLAND CRANBERRIES, INC.
                            (a Wisconsin corporation)







                               ARTICLE I. OFFICES


         1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

         1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                           ARTICLE II . SHAREHOLDERS

         2.01. Annual Meeting. The annual meeting of the shareholders shall be
held on the first Wednesday in January of each year (beginning in 1997), or on
such other date within thirty days before or after such date as may be fixed by
or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
state of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as is
practicable.

         2.02. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Board of Directors or the President. The
corporation shall call a special meeting of shareholders in the event that the
holders of at least 10% of all of the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the corporation one or more written demands for a special meeting describing
one or more purposes for which it is to be held. The corporation shall give
notice of such a special meeting within thirty days after the date that the
demand is delivered to the corporation.

         2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting of shareholders. If no designation is made, the place
of meeting shall be the principal office of the corporation. Any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
votes represented thereat.

         2.04. Notice of Meeting. Written notice stating the date, time and
place of any meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than sixty days before the date of the meeting (unless a
different time is provided by the Wisconsin Business Corporation Law or the
articles of incorporation), either personally or by mail, by or at the direction
of the President or the Secretary, to each shareholder of record entitled to
vote at such meeting and to


                                       2


such other persons as required by the Wisconsin Business Corporation Law. If
mailed, such notice shall be deemed to be effective when deposited in the United
States mall, addressed to the shareholder at his or her address as it appears on
the stock record books of the corporation, with postage thereon prepaid. If an
annual or special meeting of shareholders is adjourned to a different date, time
or place, the corporation shall not be required to give notice of the new date,
time or place if the new date, time or place is announced at the meeting before
adjournment; provided, however, that if a new record date for an adjourned
meeting is or must be fixed, the corporation shall give notice of the adjourned
meeting to persons who are shareholders as of the new record date.

         2.05. Proper Business or Purposes of Shareholder Meetings. To be
properly brought before a meeting of shareholders, business must be (a)
specified in the notice of the meeting (or any supplement thereto) given by or
at the discretion of the Board of Directors or otherwise as provided in Section
2.04 hereof; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) otherwise properly brought before
the meeting by a shareholder. For business to be properly brought before a
meeting by a shareholder, the shareholder must have given written notification
thereof, either by personal delivery or by United States mall, postage prepaid,
to the Secretary of the corporation, and, in the case of an annual meeting, such
notification must be given not later than thirty (30) days in advance of the
Originally Scheduled Date of such meeting; provided, however, that if the
Originally Scheduled Date of such annual meeting is earlier than the date
specified in these bylaws as the date of the annual meeting and if the Board of
Directors does not determine otherwise, or in the case of a special meeting of
shareholders, such written notice may be so given and received not later than
the close of business on the 15th day following the date of the first public
disclosure, which may include any public filing with the Securities and Exchange
Commission, of the Originally Scheduled Date of such meeting. Any such
notification shall set forth as to each matter the shareholder proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting
and, in the event that such business includes a proposal to amend either the
articles of incorporation or bylaws of the corporation, the exact language of
the proposed amendment; (ii) the name and address of the shareholder proposing
such business; (iii) a representation that the shareholder is a holder of record
of stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business; and (iv)
any material interest of the shareholder in such business. No business shall be
conducted at a meeting of shareholders except in accordance with this Section
2.05, and the chairman of any meeting of shareholders may refuse to permit any
business to be brought before such meeting without compliance with the foregoing
procedures. For purposes of these bylaws, the "Originally Scheduled Date" of any
meeting of shareholders shall be the date such meeting is scheduled to occur as
specified in the notice of such meeting first generally given to shareholders
regardless of whether any subsequent notice is given for such meeting or the
record date of such meeting is changed. Nothing contained in this Section 2.05
shall be construed to limit the rights of a shareholder to submit proposals to
the corporation which comply with the proxy rules of the Securities and Exchange
Commission for inclusion in the corporation's proxy statement for consideration
at shareholder meetings.

         2.06. Waiver of Notice. A shareholder may waive any notice required by
the Wisconsin Business Corporation Law, the articles of incorporation or these
bylaws before or


                                       3


after the date and time stated in the notice. The waiver shall be in writing and
signed by the shareholder entitled to the notice, contain the same information
that would have been required in the notice under applicable provisions of the
Wisconsin Business Corporation Law (except that the time and place of meeting
need not be stated) and be delivered to the corporation for inclusion in the
corporate records. A shareholder's attendance at a meeting, in person or by
proxy, waives objection to all of the following: (a) lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting or
promptly upon arrival objects to holding the meeting or transacting business at
the meeting; and (b) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

         2.07. Fixing of Record Date. The Board of Directors may fix in advance
a date as the record date for the purpose of determining shareholders entitled
to notice of and to vote at any meeting of shareholders, shareholders entitled
to demand a special meeting as contemplated by Section 2.02 hereof, shareholders
entitled to take any other action, or shareholders for any other purpose. Such
record date shall not be more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
notice of and to vote at a meeting of shareholders, the record date shall be the
close of business on the day before the first notice is given to shareholders.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
demand a special meeting as contemplated in Section 2.02 hereof, the record date
shall be the date that the first shareholder signs the demand. Except as
provided by the Wisconsin Business Corporation Law for a court ordered
adjournment, a determination of shareholders entitled to notice of and to vote
at a meeting of shareholders is effective for any adjournment of such meeting
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares) or a share dividend is the date
on which the Board of Directors authorized the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record date.

         2.08. Shareholders' List for Meetings. After a record date for a
special or annual meeting of shareholders has been fixed, the corporation shall
prepare a list of the names of all of the shareholders entitled to notice of the
meeting. The list shall be arranged by class or series of shares, if any, and
show the address of and number of shares held by each shareholder. Such list
shall be available for inspection by any shareholder, beginning two business
days after notice of the meeting is given for which the list was prepared and
continuing to the date of the meeting, at the corporation's principal office or
at a place identified in the meeting notice in the city where the meeting will
be held. A shareholder or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation Law,
copy the list, during regular business hours and at his or her expense, during
the period that it is available for inspection pursuant to this Section 2.08.
The corporation shall make the shareholders' list available at the meeting and
any shareholder or his or her agent or attorney may inspect the list at any time
during the meeting or any adjournment thereof. Refusal or failure to


                                       4


prepare or make available the shareholders' list shall not affect the validity
of any action taken at a meeting of shareholders.

         2.09. Quorum and Voting Requirements. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. Except as otherwise provided
in the articles of incorporation or the Wisconsin Business Corporation Law, a
majority of the votes entitled to be cast on the matter shall constitute a
quorum of the voting group for action on that matter. Once a share is
represented for any purpose at a meeting, other than for the purpose of
objecting to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the articles of incorporation or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the articles of incorporation, each director
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at a meeting at which a quorum is present. Though
less than a quorum of the outstanding votes of a voting group are represented at
a meeting, a majority of the votes so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

         2.10. Conduct of Meeting. The Chairman, if any, and in his absence or
discretion, a Vice-Chairman, if any, and in their absence, the President, and in
his absence or discretion, a Vice President in the order provided under Section
4.11 hereof or as chosen by the Chairman, and in their absence, any person
chosen by the shareholders present shall call the meeting of the shareholders to
order and shall act as chairman of the meeting, and the Secretary of the
corporation shall act as secretary of all meetings of the shareholders, but, in
the absence or upon the request of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

         2.11. Proxies. At all meetings of shareholders, a shareholder may vote
his or her shares in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form.

         2.12. Voting of Shares. Except as provided in the articles of
incorporation or in the Wisconsin Business Corporation Law, each outstanding
share of Class A Common Stock, is entitled to one vote on each matter voted on
at a meeting of shareholders and each outstanding share of Class B Common Stock
is entitled to three votes on each matter voted on at a meeting of shareholders.



                                       5


         2.13. Action without Meeting. Any action required or permitted by the
articles of incorporation or these bylaws or any provision of the Wisconsin
Business Corporation Law to be taken at a meeting of the shareholders may be
taken without a meeting if a written consent or consents, describing the action
so taken, is or are signed by shareholders who would be entitled to vote at a
meeting those shares with voting power to cast not less than the minimum number
or, in the case of voting by voting groups, numbers of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote were present and voted.

         2.14. Acceptance of Instruments Showing Shareholder Action. If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

                  (a) The shareholder is an entity and the name signed purports
         to be that of a officer or agent of the entity.

                  (b) The name purports to be that of a personal representative,
         administrator, executor, guardian or conservator representing the
         shareholder and, if the corporation requests, evidence of fiduciary
         status acceptable to the corporation is presented with respect to the
         vote, consent, waver or proxy appointment.

                  (c) The name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder and, if the corporation
         requests, evidence of this status acceptable to the corporation is
         presented with respect to the vote, consent, waiver or proxy
         appointment.

                  (d) The name signed purports to be that of a pledgee,
         beneficial owner, or attorney-in-fact of the shareholder and, if the
         corporation requests, evidence acceptable to the corporation of the
         signatory's authority to sign for the shareholder is presented with
         respect to the vote, consent, waiver or proxy appointment.

                  (e) Two or more persons are the shareholders as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-owners and the person signing appears to be acting on behalf
         of all co-owners.

The corporation may reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

                        ARTICLE III. BOARD OF DIRECTORS

         3.01. General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, the Board of Directors. The board of
directors of the corporation shall consist of


                                       6


that number of directors as determined from time to time by the board of
directors, but shall in no event exceed ten.

         3.02. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his or her successor shall
have been elected and, if necessary, qualified, or until there is a decrease in
the number of directors which takes effect after the expiration of his or her
term, or until his or her prior death, resignation or removal. A director may be
removed by the shareholders only at a meeting called for the purpose of removing
the director, and the meeting notice shall state that the purpose, or one of the
purposes, of the meeting is removal of the director. A director may be removed
from office with or without cause if the votes cast to remove the director
exceeds the number of votes cast not to remove such director. A director may
resign at any time by delivering written notice which complies with the
Wisconsin Business Corporation Law to the Board of Directors, to the President
(in his capacity as chairman of the Board of Directors) or to the corporation. A
director's resignation is effective when the notice is delivered unless the
notice specifies a later effective date. Directors need not be residents of the
State of Wisconsin or shareholders of the corporation.

         3.03. Shareholder Nomination Procedure. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote for the election of
directors who complies fully with the requirements of this Section 3.03. Any
shareholder entitled to vote for the election of directors at a meeting may
nominate a person or persons for election as a director or directors only if
written notice of such shareholder's intent to make any such nomination is
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the corporation not later than: (i) with respect to an election
to be held at any annual meeting of shareholders, 30 days in advance of the
Originally Scheduled Date of such meeting (provided, however, that if the
Originally Scheduled Date of such meeting is earlier than the date specified in
these bylaws as the date of the annual meeting and if the Board of Directors
does not determine otherwise, such written notice may be so given and received
not later than the close of business on the 15th day following the date of the
first public disclosure, which may include any public filing with the Securities
and Exchange Commission, of the Originally Scheduled Date of such meeting); and
(ii) with respect to an election to be held at a special meeting of
shareholders, the close of business on the 15th day following the date of first
public disclosure, which may include any public filing with the Securities and
Exchange Commission, of the Originally Scheduled Date of such meeting. Each such
notice shall set forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
corporation if so elected. The chairman of any meeting of


                                       7


shareholders to elect directors and the Board of Directors may refuse to
acknowledge the nomination by a shareholder of any person not made in compliance
with the foregoing procedure.

         3.04. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be communicated to the
directors at or prior to such meeting of shareholders. To the extent
practicable, the date, time and place, either within or without the State of
Wisconsin, for the holding of additional regular meetings of the Board of
Directors shall be communicated amongst and generally agreed upon at any meeting
of the Board of Directors.

         3.05. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary may fix any place, either within or without the State
of Wisconsin, as the place for holding any special meeting of the Board of
Directors, and if no other place is fixed the place of the meeting shall be the
principal business office of the corporation in the State of Wisconsin.

         3.06. Notice; Waiver. Notice of each special meeting of the Board of
Directors shall be given by written notice delivered or communicated in person,
by telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, to each director at his business
address or at such other address as such director shall have designated in
writing filed with the Secretary, in each case not less than twenty-four hours
prior to the meeting. The notice need not prescribe the purpose of the special
meeting of the Board of Directors or the business to be transacted at such
meeting. If mailed, such notice shall be deemed to be effective when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
is given by telegram, such notice shall be deemed to be effective when the
telegram is delivered to the telegraph company. If notice is given by private
carrier, such notice shall be deemed to be effective when delivered to the
private carrier. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or these bylaws
or any provision of the Wisconsin Business Corporation Law, a waiver thereof in
writing, signed at any time, whether before or after the date and time of
meeting, by the director entitled to such notice shall be deemed equivalent to
the giving of such notice. The corporation shall retain any such waiver as part
of the permanent corporate records. A director's attendance at or participation
in a meeting waives any required notice to him or her of the meeting unless the
director at the beginning of the meeting or promptly upon his or her arrival
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

         3.07. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or these bylaws, a majority
of the number of directors specified in Section 3.01 of these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or by the articles of incorporation or by these bylaws, a quorum of any
committee of the Board of Directors created pursuant to Section 3.13 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee. A majority


                                       8


of the directors present (though less than such quorum) may adjourn any meeting
of the Board of Directors or any committee thereof, as the case may be, from
time to time without further notice.

         3.08. Manner of Acting. The affirmative vote of a majority of the
directors present at a meeting of the Board of Directors or a committee thereof
at which a quorum is present shall be the act of the Board of Directors or such
committee, as the case may be, unless the Wisconsin Business Corporation Law,
the articles of incorporation or these bylaws require the vote of a greater
number of directors.

         3.09. Conduct of Meetings. The Chairman, if any, and in his absence, a
Vice-Chairman, if any, and in their absence, the President, and in his absence,
a Vice President in the order provided under Section 4.11, and in their absence,
any director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairman of the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of Directors
but in the absence of the Secretary, the presiding officer may appoint any other
person present to act as secretary of the meeting. Minutes of any regular or
special meeting of the Board of Directors shall be prepared and distributed to
each director.

         3.10. Vacancies. Except as provided below, any vacancy occurring in the
Board of Directors, including a vacancy resulting from an increase in the number
of directors, may be filled by any of the following: (a) the shareholders; (b)
the Board of Directors; or (c) if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, the directors, by the affirmative
vote of a majority of all directors remaining in office. If the vacant office
was held by a director elected by a voting group of shareholders, only the
holders of shares of that voting group may vote to fill the vacancy if it is
filled by the shareholders, and only the remaining directors elected by that
voting group may vote to fill the vacancy if it is filled by the directors. A
vacancy that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

         3.11. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have authority to provide for or delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.

         3.12. Presumption of Assent. A director who is present and is announced
as present at a meeting of the Board of Directors or any committee thereof
created in accordance with Section 3.13 hereof, when corporate action is taken,
assents to the action taken unless any of the following occurs: (a) the director
objects at the beginning of the meeting or promptly upon his or her arrival to
holding the meeting or transacting business at the meeting; (b) the director's
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) the director delivers written notice that complies with the
Wisconsin Business Corporation Law of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment or


                                       9


to the corporation immediately after adjournment of the meeting. Such right of
dissent or abstention shall not apply to a director who votes in favor of the
action taken.

         3.13. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of all of the directors then in office may create
one or more committees, appoint members of the Board of Directors to serve on
the committees and designate other members of the Board of Directors to serve as
alternates. Each committee shall have two or more members who shall, unless
otherwise provided by the Board of Directors, serve at the discretion of the
Board of Directors. A committee may be authorized to exercise the authority of
the Board of Directors, except that a committee may not do any of the following:
(a) authorize distributions; (b) approve or propose to shareholders action that
the Wisconsin Business Corporation Law requires to be approved by shareholders;
(c) fill vacancies on the Board of Directors or, unless the Board of Directors
provides by resolution that vacancies on a committee shall be filled by the
affirmative vote of the remaining committee members, on any Board committee; (d)
amend the corporation's articles of incorporation; (e) adopt, amend or repeal
bylaws; (f) approve a plan of merger not requiring shareholder approval; (g)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (h) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee to do so within
limits prescribed by the Board of Directors. Unless otherwise provided by the
Board of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its authority.

         3.14. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
bylaws, members of the Board of Directors (and any committees thereof created
pursuant to Section 3.13 hereof), may participate in regular or special meetings
by, or through the use of, any means of communication by which all participants
may simultaneously hear each other, such as by conference telephone. If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding officer shall inform the participating directors that a meeting is
taking place at which official business may be transacted. Any participant in a
meeting by such means shall be deemed present in person at such meeting. If
action is to be taken at any meeting held by such means on any of the following:
(a) a plan of merger or share exchange; (b) a sale, lease, exchange or other
disposition of substantial property or assets of the corporation; (c) a
voluntary dissolution or the revocation of voluntary dissolution proceedings; or
(d) a filing for bankruptcy, then the identity of each director participating in
such meeting must be verified by the disclosure at such meeting by each such
director of each such director's social security number to the secretary of the
meeting before a vote may be taken on any of the foregoing matters. For purposes
of the preceding clause (b), the phrase "sale, lease, exchange or other
disposition of substantial property or assets" shall mean any sale, lease,
exchange or other disposition of property or assets of the corporation having a
net book value equal to 10% or more of the net book value of the total assets of
the corporation on and as of the close of the fiscal year last ended prior to
the date of such meeting and as to which financial statements of the corporation
have been prepared. Notwithstanding the foregoing, no action may be taken at any
meeting held by such means on any particular matter which the presiding officer
determines to be


                                       10


inappropriate under the circumstances for action at a meeting held by such
means. Such determination shall be made and announced in advance of such
meeting.

         3.15. Action without Meeting. Any action required or permitted by the
Wisconsin Business Corporation Law to be taken at a meeting of the Board of
Directors or a committee thereof crated pursuant to Section 3.13 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the committee. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director or committee member and
retained by the corporation. Such action shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.

                              ARTICLE IV. OFFICERS

         4.01. Number. The principal officers of the corporation shall be a
President, the number of Vice Presidents as authorized from time to time by the
Board of Directors, a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors or the
President. The Board of Directors may also authorize any duly authorized officer
to appoint one or more officers or assistant officers. Any two or more offices
may be held by the same person.

         4.02. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her successor shall have been duly
elected or until his or her prior death, resignation or removal.

         4.03. Removal. The Board of Directors may remove any officer and,
unless restricted by the Board of Directors or these bylaws, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed. The appointment of an officer does not of itself create
contract rights.

         4.04. Resignation. An officer may resign at any time by delivering
notice to the corporation that complies with the Wisconsin Business Corporation
Law. The resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the corporation accepts the later
effective date.

         4.05. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.04 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.



                                       11


         4.06. Chairman of the Board. The Chairman of the Board, if one be
chosen by the Board of Directors, shall preside at all meetings of the Board of
Directors and of the shareholders and shall perform all duties incident to the
office of the Chairman of the Board of the corporation and such other duties as
may be prescribed by the Board of Directors from time to time.

         4.07. The Vice-Chairmen of the Board. The Vice-Chairmen of the Board,
if any be chosen by the Board of Directors, shall possess all the powers of the
Chairman of the Board. In the event a Vice-Chairman of the Board disagrees with
the manner in which the Chairman of the Board is discharging the duties incident
to the office of the Chairman of the Board, the Vice-Chairman of the Board shall
have the right to call a vote of the Chairman of the Board and all Vice-Chairmen
of the Board, the vote of a majority of whom shall prevail. In the event no
majority is obtained, the disagreement shall be submitted to the vote of the
Board of Directors, the vote of a majority of whom shall prevail.

         4.08. Chief Executive Officer. The Board of Directors shall from time
to time designate the Chairman of the Board, if any, or any of the Vice-Chairmen
of the Board, if any, or the President of the corporation as the Chief Executive
Officer of the corporation. The President shall be the Chief Executive Officer
whenever the offices of Chairman of the Board of the corporation and
Vice-Chairman of the Board of the corporation are vacant. Subject to the control
of the Board of Directors, the Chief Executive Officer shall in general
supervise and control all of the business and affairs of the corporation. He or
she shall have authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint and remove such agents and employees of the
corporation as he or she shall deem necessary to prescribe their powers, duties
and compensation, and to delegate authority to them. He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, securities, contracts, leases, reports, and all other
documents or other instruments necessary or proper to be executed in the course
of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he or she may authorize any elected President, Vice
President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the office of Chief
Executive Officer of the corporation and such other duties as may be prescribed
by the Board of Directors from time to time.

         4.09. President. Unless the Board of Directors otherwise provides, in
the absence of the Chairman of the Board and all Vice-Chairmen of the Board, in
the event of their inability or refusal to act, or in the event of a vacancy in
the offices of the Chairman of the Board and Vice-Chairman of the Board, the
President shall perform the duties of the Chairman of the Board, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board. Unless the Board of Directors otherwise provides, in
the absence of the Chief Executive Officer or in the event of his or her
inability or refusal to act, or in the event of a vacancy in the office of the
Chief Executive Officer, the President shall perform the duties of the Chief
Executive Officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer. The President
shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he or she
shall deem necessary, to prescribe their powers, duties


                                       12


and compensation, and to delegate authority to them. He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be executed in the course
of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he or she may authorize any Vice President or other
officer or agent of the corporation to sign, execute and acknowledge such
documents or instruments in his or her place and stead. In general he or she
shall perform all duties incident to the office of the President and such other
duties as may be prescribed by the Board of Directors from time to time.

         4.10. Chief Operating Officer. The Chief Operating Officer shall,
subject to the direction of the Board of Directors and the Chief Executive
Officer, in general supervise and control the day-to-day business operations of
the corporation. He or she shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to sign, execute and acknowledge, on
behalf of the corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he or she may authorize
any Vice President or other officer or agent of the corporation to sign, execute
and acknowledge such documents or instruments in his or her place and stead. In
general he or she shall perform all duties incident to the office of the Chief
Operating Officer and such other duties as may be prescribed by the Board of
Directors from time to time.

         4.11. The Vice Presidents. In the absence of the President or in the
event of the President's death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally, the
Executive Vice President (or in the event of his absence or inability to act,
any Vice President in the order designated by the Board of Directors or
President, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him or her by the President or by the Board of Directors. The
execution of any instrument of the corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act in the
stead of the President.

         4.12. The Secretary. The Secretary shall: (a) keep minutes of the
meetings of the shareholders and of the Board of Directors (and of committees
thereof) in one or more books provided for that purpose (including records of
actions taken by the shareholders or the Board of Directors (or committees
thereof) without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the corporation, if any, and see that the seal of the corporation, if
any, is affixed to all documents the execution of which on behalf of the
corporation under its seal is required and duly authorized; (d) maintain a
record of the shareholders of the corporation, in a form that permits
preparation of a list of the names and addresses of all shareholders, by class
or series of shares and showing the number and class or series of shares held by
each shareholder; (e) sign with the President, or a Vice


                                       13


President, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and have such
other duties and exercise such authority as from time to time may be delegated
or assigned by the President or by the Board of Directors.

         4.13. The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
maintain appropriate accounting records; (c) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 5.04; and (d) in general perform all of the duties
incident to the office of Treasurer and have such other duties and exercise such
other authority as from time to time may be delegated or assigned by the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his or her duties
in such sum and with such surety or sureties as the Board of Directors shall
determine.

         4.14. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors or President may from time to time authorize. The Assistant
Secretaries may sign with the President or a Vice President certificates for
shares of the corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

         4.15. Other Assistants and Acting Officers. The Board of Directors and
President shall have the power to appoint, or to authorize any duly appointed
officer of the corporation to appoint, any person to act as assistant to any
officer, or as agent for the corporation in his or her stead, or to perform the
duties of such officer whenever for any reason it is impracticable for such
officer to act personally, and such assistant or acting officer or other agent
so appointed by the Board of Directors or an authorized officer shall have the
power to perform all the duties of the office to which he or she is so appointed
to be an assistant, or as to which he or she is so appointed to act, except as
such power may be otherwise defined or restricted by the Board of Directors, the
President or the appointing officer.

    ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

         5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the


                                       14


Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary,
when necessary or required, shall affix the corporate seal, if any, thereto; and
when so executed no other party to such instrument or any third party shall be
required to make any inquiry into the authority of the signing officer or
officers.

         5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

         5.03. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

         5.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

         5.05. Voting of Securities Owned by this Corporation. Subject to the
specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any Vice
President, it is desirable for this corporation to execute a proxy or written
consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal, if any, or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

            ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

         6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former


                                       15


certificate for a like number of shares shall have been surrendered and
canceled, except as provided in Section 6.06.

         6.02. Facsimile Signatures and Seal. The seal of the corporation, if
any, on any certificates for shares may be a facsimile. The signature of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent, or a registrar, other than the corporation itself or an
employee of the corporation.

         6.03. Signature by Former Officers. The validity of a share certificate
is not affected if a person who signed the certificate (either manually or in
facsimile) no longer holds office when the certificate is issued.

         6.04. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary endorsements
and (b) the corporation had no duty to inquire into adverse claims or has
discharged any such duty. The corporation may require reasonable assurance that
such endorsements are genuine and effective and compliance with such other
regulations as may be prescribed by or under the authority of the Board of
Directors.

         6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

         6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims
that certificates for shares have been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser; (b) files with the corporation a sufficient indemnity bond if
required by the Board of Directors or any principal officer; and (c) satisfies
such other reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.

         6.07. Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation. Before the corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the shares
to be issued is adequate. The determination of the Board of Directors is
conclusive insofar as the adequacy of consideration for the issuance of shares
relates to whether the shares are validly issued, fully paid and nonassessable.
The corporation may place in escrow shares issued in whole or in part for a
contract for future services or benefits, a promissory note, or otherwise for
property to be issued in the future, or make other arrangements to restrict the
transfer of the shares, and may credit distributions in respect of the shares
against their purchase price, until the


                                       16


services are performed, the benefits or property are received or the promissory
note is paid. If the services are not performed, the benefits or property are
not received or the promissory note is not paid, the corporation may cancel, in
whole or in part, the shares escrowed or restricted and the distributions
credited.

         6.08. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with law as it may deem expedient concerning the issue, transfer and
registration of shares of the corporation.

                               ARTICLE VII. SEAL

         7.01. The corporation shall have no corporate seal unless otherwise
determined by the Board of Directors.

                         ARTICLE VIII. INDEMNIFICATION

         8.01. Certain Definitions. All capitalized terms used in this Article
VIII and not otherwise hereinafter defined in this Section 8.01 shall have the
meaning set forth in Section 180.0850 of the Statute. The following capitalized
terms (including any plural forms thereof) used in this Article VIII shall be
defined as follows:

         (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

         (b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Section
8.04.

         (c) "Board" shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.

         (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
8.04, to constitute misconduct under Section 180.0851(2) (a) 1, 2,3 or 4 of the
Statute.

         (e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock or
assets of this Corporation.

         (f) "Director or Officer" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-


                                       17


making committee, employee or agent of an Affiliate shall be so serving at the
request of the Corporation.

         (g) "Disinterested Quorum" shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.

         (h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article VIII, the term "Party" shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

         (i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article VIII, the term "Ping" shall also include all
Proceedings (i) brought under (in whole or in part) the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, their respective
state counterparts, and/or any rule or regulation promulgated under any of the
foregoing; (ii) brought before an Authority or otherwise to enforce rights
hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which
the Director or Officer is a plaintiff or petitioner because he or she is a
Director or Officer; provided, however, that any such Proceeding under this
subsection (iv) must be authorized by a majority vote of a Disinterested Quorum.

         (j) "Statute" shall mean Sections 180.0850 through 180.0859, inclusive,
of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin
Statutes, as the same shall then be in effect, including any amendments thereto,
but, in the case of any such amendment, only to the extent such amendment
permits or requires the Corporation to provide broader indemnification rights
than the Statute permitted or required the Corporation to provide prior to such
amendment.

         8.02. Mandatory Indemnification of Directors and Officers. To the
fullest extent permitted or required by the Statute, the Corporation shall
indemnify a Director or Officer against all Liabilities incurred by or on behalf
of such Director or Officer in connection with a Proceeding in which the
Director or Officer is a Party because he or she is a Director or Officer.

         8.03. Procedural Requirements.

         (a) A Director or Officer who seeks indemnification under Section 8.02
shall make a written request therefor to the Corporation. Subject to Section
8.03(b), within sixty days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire amount
of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
8.05).

         (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 8.02 if, within such sixty-day period, a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty.
In the event a Disinterested Quorum makes such a determination, the decision of
the Disinterested Quorum shall be final, and the Director or Officer shall have
no right to appeal.



                                       18


         (c) If the Board does not obtain a final determination of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, within
such sixty-day period, an Authority, as provided in Section 8.04, shall
determine whether the Director's or Officer's conduct constituted a Breach of
Duty and, therefore, whether indemnification should be denied hereunder.

         (d) If indemnification of the requested amount of Liabilities is paid
by the Corporation, then it shall be conclusively presumed for all purposes that
a Disinterested Quorum has affirmatively determined that the Director or Officer
did not engage in misconduct constituting a Breach of Duty.

         8.04. Determination of Indemnification.

         (a) If an Authority is required to determine a Director's or Officer's
right to indemnification pursuant to Section 8.03, then the Director or Officer
requesting indemnification shall have the absolute discretionary authority to
select one of the following as such Authority:

                  (i) An independent legal counsel; provided, that such counsel
         shall be mutually selected by such Director or Officer and by a
         majority vote of a Disinterested Quorum or, if a Disinterested Quorum
         cannot be obtained, then by a majority vote of the Board;

                  (ii) A panel of three arbitrators selected from the panels of
         arbitrators of the American Arbitration Association in Wisconsin;
         provided, that (A) one arbitrator shall be selected by such Director or
         Officer, the second arbitrator shall be selected by a majority vote of
         a Disinterested Quorum or, if a Disinterested Quorum cannot be
         obtained, then by a majority vote of the Board, and the third
         arbitrator shall be selected by the two previously selected
         arbitrators, and (B) in all other respects (other than this Article
         VIII), such panel shall be governed by the American Arbitration
         Association's then existing Commercial Arbitration Rules; or

                  (iii) A court pursuant to and in accordance with Section
         180.0854 of the Statute.

         (b) In any such determination by the selected Authority there shall
exist a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption by
clear and convincing evidence shall be on the Corporation or such other party
asserting that such indemnification should not be allowed.

         (c) The Authority shall make its determination within sixty days of
being selected and shall submit a written opinion of its conclusion
simultaneously to both the Corporation and the Director or Officer.

         (d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 8.05), including
interest thereon at a reasonable rate, as determined by the Authority, within
ten days of receipt of the Authority's opinion; provided, that, if it is
determined by the Authority that a Director or Officer is entitled to
indemnification against


                                       19


Liabilities' incurred in connection with some claims, issues or matters, but not
as to other claims, issues or matters, involved in the subject Proceeding, the
Corporation shall be required to pay (as set forth above) only the amount of
such requested Liabilities as the Authority shall deem appropriate in light of
all of the circumstances of such Proceeding.

         (e) The determination by the Authority that indemnification is required
hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.

         (f) All Expenses incurred in the determination process under this
Section 8.04 by either the Corporation or the Director or Officer, including,
without limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

         8.05. Mandatory Allowance of Expenses.

         (a) The Corporation shall pay or reimburse from time to time or at any
time, within ten days after the receipt of the Director's or Officer's written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:

                  (i) The Director or Officer furnishes to the Corporation an
         executed written certificate affirming his or her good faith belief
         that he or she has not engaged in misconduct which constitutes a Breach
         of Duty; and

                  (ii) The Director or Officer furnishes to the Corporation an
         unsecured executed written agreement to repay any advances made under
         this Section 8.05 if it is ultimately determined by an Authority that
         he or she is not entitled to be indemnified by the Corporation for such
         Expenses pursuant to Section 8.04.

         (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 8.05, such Director or Officer shall not be
required to pay interest on such amounts.

         8.06. Indemnification and Allowance of Expenses of Certain Others.

         (a) The Board may, in its sole and absolute discretion a it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

         (b) The Corporation shall indemnify an employee who is not a Director
or Officer, to the extent he or she ha been successful on the merits or
otherwise in defense of a Proceeding, for all Expenses incurred in the
Proceeding if the employee was a Party because he or she was an employee of the
Corporation.



                                       20


         (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof, against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

         8.07. Insurance. The Corporation may purchase and maintain insurance on
behalf of a Director or Officer or any individual who is or was an employee or
authorized agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article VIII.

         8.08. Notice to the Corporation. A Director, Officer or employee shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably prejudiced
by such failure (as determined, in the case of Directors or Officers only, by an
Authority selected pursuant to Section 8.04(a)).

         8.09. Severability. If any provision of this Article VIII shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article VIII contravene public
policy, this Article VIII shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, amended and/or limited, but only to the extent n to
render the same valid and enforceable; it being understood that it is the
Corporation's intention to provide the Directors and Officers with the broadest
possible protection against personal liability allowable under the Statute.

         8.10. Nonexclusivity of Article VIII. The rights of a Director, Officer
or employee (or any other person) granted under this Article VIII shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director, Officer or employee (or such other
person) may be entitled to under any written agreement, Board resolution, vote
of shareholders of the Corporation or otherwise, including, without limitation,
under the Statute. Nothing contained in this Article VIII shall be deemed to
limit the Corporation's obligations to indemnify against Liabilities or allow
Expenses to a Director, Officer or employee under the Statute.

         8.11. Contractual Nature of Article VIII; Repeal or Limitation of
Rights. This Article VIII shall be deemed to be a contract between the
Corporation and each Director, Officer and employee of the Corporation and any
repeal or other limitation of this Article VIII or any repeal or limitation of
the Statute or any other applicable law shall not limit any rights of
indemnification against Liabilities or allowance of Expenses then existing or
arising out of events, acts or omissions occurring prior to such repeal or
limitation, including, without limitation, the right to indemnification against
Liabilities or allowance of Expenses for


                                       21


Proceedings commenced after such repeal or limitation to enforce this Article
VIII with regard to acts, omissions or events arising prior to such repeal or
limitation.

                       ARTICLE IX. CONFLICTS OF INTEREST

         9.01. Conflict of Interest Policy. No director, officer or other
employee of the corporation shall acquire a cranberry producing property or a
controlling interest in any entity which owns or operates such a property
without first offering the opportunity to purchase such property or controlling
interest to the corporation. This prohibition is not applicable to such
properties or interests owned by any director, officer or employee of the
corporation prior to the date of incorporation of this corporation. This Section
9.01 may only be amended or deleted pursuant to a vote of the corporation's
shareholders.

                             ARTICLE X. AMENDMENTS

         10.01. By Shareholders. These bylaws may be amended or repealed and new
bylaws may be adopted by the shareholders at any annual or special meeting of
the shareholders at which a quorum is in attendance.

         10.02. By Directors. Except as otherwise provided by the Wisconsin
Business Corporation Law or the articles of incorporation, these bylaws may also
be amended or repealed and new bylaws may be adopted by the Board of Directors;
provided, however, that the shareholders in adopting, amending or repealing a
particular bylaw may provide therein that the Board of Directors may not amend,
repeal or readopt that bylaw.

         10.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors which would be inconsistent with the
bylaws then in effect but which is taken or authorized by native vote of not
less than the number of votes or the number of directors required to amend the
bylaws so that the bylaws would be consistent with such action shall be given
the same effect as though the bylaws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.







                                       22

EX-4.5

                             MODIFICATION AGREEMENT


         THIS MODIFICATION AGREEMENT (this "Agreement") is made and entered into
effective as of the 6th day of November, 2001, by and between NORTHLAND
CRANBERRIES, INC., a Wisconsin corporation (the "Maker" or "Mortgagor), and THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation,
and its successors and assigns (the "Holder", "Mortgagee" or "Lender").

         WHEREAS, Lender is the holder of a Secured Promissory Note dated June
14, 1989 in the original principal amount of SEVENTEEN MILLION DOLLARS
($17,000,000) (Loan No. F-195038) (the "1989 Note"), secured by, inter alia, a
Mortgage and Security Agreement of even date therewith (the "1989 Mortgage") on
real property (i) recorded June 20, 1989 in Volume 600 of Records at page
353-408 as Document No. 376771, Oneida County Records, and (ii) recorded June
16, 1989 in Volume 275 of Records at page 653-708 as Document No. 209652,
Washburn County Records, and (iii) recorded June 16, 1989 in Volume 485 of
Records at page 756-811 as Document No. 620681, Douglas County Records, and (iv)
recorded June 16, 1989 in Volume 304 of Records at Page 463-5 18 as Document No.
251293, Price County Records, and (v) recorded June 16, 1989 in Volume 298 of
Records at Page 392-447 as Document No. 251207, Jackson County Records, and (vi)
recorded June 16, 1989 in Volume 104 of Records at page 58-113 as Document No.
398123, Monroe County Records, and (vii) recorded June 15, 1989 in Volume 572 of
Records at Page 9-64 as Document No. 693782, Wood County Records, upon which
Note there is unpaid the sum of $11,376,864.24, plus accrued interest on the
unpaid principal balance, together with penalties; and

         WHEREAS, the 1989 Note and the 1989 Mortgage were modified pursuant to
a Modification Agreement dated July 9, 1993 (the "1993 Modification Agreement"),
and the 1993 Modification Agreement was recorded at (i) the Register of Deeds
for Oneida County, Wisconsin, on July 16, 1993, in Volume 0704 of Records at
Page 177, as Document No. 420127; (ii) the Register of Deeds for Washburn
County, Wisconsin, on July 19, 1993, in Volume 317 of Records, at Page 236, as
Document No. 229549; (iii) the Register of Deeds for Douglas County, Wisconsin,
on July 19, 1993 in Volume 552 of Records, at Page 333, as Document No. 655274;
(iv) the Register of Deeds for Price County, Wisconsin, on July 16, 1993, in
Volume 344 of Records at Page 619, as Document No. 267414; (v) the Register of
Deeds for Jackson County, Wisconsin, on July 20, 1993, in Volume 323 of Records
at Page 728, as Document No. 266203; (vi) the Register of Deeds for Monroe
County, Wisconsin, on July 16, 1993, in Volume 164 of Records at Page 412, as
Document No. 425915 and (vii) the Register of Deeds for Wood County, Wisconsin,
on July 21, 1993, in Volume 686 of Records at Page 831, as Document No. 749662.
The 1989 Note and the 1989 Mortgage, as modified pursuant to the 1993
Modification Agreement, are hereinafter referred to as the $17,000,000 Note
                                        1


and the $17,000,000 Mortgage, respectively.

         WHEREAS, Lender is the holder of a Secured Promissory Note dated July
9, 1993 in the original principal amount of Ten Million Five Hundred Thousand
Dollars ($10,500,000.00) (Loan No. F-196293.00), (the "$10,500,000 Note"),
secured by, inter alia, a Mortgage and Security Agreement of even date therewith
(the "$10,500,000 Mortgage") on real property recorded with (i) the Register of
Deeds for Oneida County, Wisconsin, on September 1, 1993, in Volume 0708 of
Records at Pages 682-740, as Document No. 421890; (ii) the Register of Deeds for
Washburn County, Wisconsin, on July 16, 1993, in Volume 317 of Records at Pages
108-166, as Document No. 229509; (iii) the Register of Deeds for Douglas County,
Wisconsin, on August 31, 1993, in Volume 555 of Records at Pages 164-222, as
Document No. 656449; (iv) the Register of Deeds for Price County, Wisconsin, on
August 31, 1993, in Volume 346 of Records at Pages 217-275, as Document No.
267984; (v) the Register of Deeds for Jackson County, Wisconsin, on July 15,
1993, in Volume 323 of Records at Pages 529-587, as Document No. 266149; (vi)
the Register of Deeds for Monroe County, Wisconsin, on July 15, 1993, in Volume
164 of Records at Pages 323-381, as Document No. 425898; (vii) the Register of
Deeds for Wood County, Wisconsin on July 13, 1993, in Volume 685 of Records at
Pages 827-886, as Document No.749274, and (viii) the Register of Deeds for
Juneau County, Wisconsin, on July 15, 1993, in Volume 402 of Records at Pages
629-687, as Document No. 319039, upon which Note there is unpaid the sum of
$7,718,807.78, plus accrued interest on the unpaid principal balance, together
with penalties; and

         WHEREAS, the parties hereto desire to modify the $17,000,000 Note, the
$17,000,000 Mortgage, the $10,500,000 Note and the $10,500,000 Mortgage in the
particulars hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, and of the sum of one dollar duly paid to Lender, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is hereby mutually covenanted and agreed that the
terms of the $17,000,000 Note, the $17,000,000 Mortgage, the $10,500,000 Note
and the $10,500,000 Mortgage be and the same are hereby modified, effective
November 6, 2001, as follows:

SECURED PROMISSORY NOTES:

1.       The $17,000,000 Note and the $10,500,000 Note are each modified as
         follows:

         a.       Paragraph 1, Note Payment is amended in its entirety to read
                  as follows:


                                       2


                  (1)      Effective November 6, 2001, interest on the unpaid
                           principal balance shall be charged at the rate of
                           five percent (5.0%) per annum. Effective November 1,
                           2003, the interest rate shall be increased to six
                           percent (6.0%) per annum. Effective November 1, 2004,
                           the interest rate shall be increased to seven percent
                           (7.0%) per annum. Effective November 1, 2005, the
                           interest rate shall be increased to eight percent
                           (8.0%) per annum. Effective November 1, 2006, the
                           interest rate shall be increased to nine percent
                           (9.0%) per annum. In the event of a default by Maker
                           under the Note, Mortgage or other documents providing
                           security for repayment of the indebtedness, which
                           default has not been cured pursuant to the applicable
                           cure period, if any, relating thereto, the interest
                           rate shall increase to five (5) percentage points
                           above the rate of interest which would otherwise have
                           been applicable under the Note.

                           The Maker shall make monthly payments of principal
                           plus interest, with the first payment due December 1,
                           2001 and continuing on the first day of each month
                           thereafter until paid in full.

                           The monthly payment on the $17,000,000 Note shall be
                           $63,652 of principal, plus accrued interest.

                           The monthly payment on the $10,500,000 Note shall be
                           $42,435 of principal, plus accrued interest.

                           The Maker shall make additional principal payments of
                           $10,000 per month on the $17,000,000 Note, and of
                           $6,667 per month on the $10,500,000 Note, commencing
                           the first payment date after the Maker's announced
                           outside grower's price for cranberries equals or
                           exceeds $32 per barrel, and continuing for the
                           remaining term of the Note during all times when the
                           Maker's announced outside grower's price for
                           cranberries equals or exceeds $32 per barrel.

                           Notwithstanding anything else expressed in the Note,
                           the entire unpaid balance of principal and interest
                           shall be due November 1, 2007.

                           All payments shall be applied first to accrued
                           interest and then to principal.

                  b.       Paragraph 2, Security, is amended to add after each
                           use of the phrase

                                       3

                           " with an even date hereof, the phrase "as amended
                           hereafter".

                  c.       Paragraph 3, Prepayment, is amended in its entirety
                           to read as follows: "Maker shall have the right to
                           prepay the Note, in full or in part, without
                           prepayment fee, at any time".

                  d.       Paragraph 4, Default And Acceleration Of Debt, is
                           amended to state that the default rate of interest
                           shall be five (5) percentage points above the
                           interest rate which would have existed from time to
                           time under the Note if there had been no default.

                  e.       Paragraph 5, Default Interest, is amended to state
                           that the default rate of interest shall be five (5)
                           percentage points above the interest rate which would
                           have existed from time to time under the Note if
                           there had been no default

                  f.       Paragraph 14, Miscellaneous, is amended to state that
                           the balloon payment is due November 1, 2007.

                  g.       A new Paragraph 15 is added to read as follows:

                                    The Holder forgives all defaults and events
                                    of default occurring under both Mortgages
                                    and both Notes and all documents related
                                    thereto prior to November 6, 2001 and all
                                    unpaid interest and penalties under both
                                    Mortgages and both Notes which have accrued
                                    prior to November 6, 2001.

$17,000,000 MORTGAGE:

3.       The $17,000,000 Mortgage (as amended pursuant to the 1993 Modification
         Agreement), is further modified as follows:

         a.       Subparagraph (a) of the first recital is amended in its
                  entirety to read as follows:

                           (a) the payment of an indebtedness in the sum of
                  SEVENTEEN MILLION DOLLARS ($17,000,000) and the payment
                  of an indebtedness in the initial principal sum of TEN MILLION
                  FIVE HUNDRED THOUSAND DOLLARS ($10,500,000), lawful money of
                  the United States, to be paid with interest thereon according
                  to a certain Secured Promissory Note dated June 14, 1989 and a
                  certain Secured Promissory Note dated July 9, 1993,
                  respectively, and all replacements, restatements, amendments
                  and other modifications thereto (said Notes are hereafter
                  collectively referred to as the "Note").


                                       4


         b.       Item number 4 of the first recital is amended in its entirety
                  to read as follows:

                  "4.      All Agreements, Leases and Permits held by the
                           Mortgagor and relating to the Mortgagor's operation
                           of the Premises excepting only that certain Supply
                           Agreement dated June 11, 1992, by and between the
                           Mortgagor and Cliffstar Corporation and that certain
                           Supply Agreement dated June 10, 1992 by and between
                           the Mortgagor and Clement Pappas & Co., Inc. and
                           other agreements by which Mortgagor contracts for the
                           processing or sale of crops grown by Mortgagor or the
                           proceeds thereof, or for the sale of vines severed by
                           Mortgagor as allowed under the Mortgage, but none of
                           the Agreements excepted from the lien of this
                           Mortgage shall create a lien upon the Mortgaged
                           Property or bind the Mortgagee in any respect, except
                           to the extent that such lien is a Permitted Lien as
                           allowed hereunder. (The Mortgagor has also executed
                           an Assignment Of Agreements, Leases and Permits,
                           bearing even date herewith, relating to Agreements,
                           Leases and Permits held by Mortgagor)."

         c.       The sentence immediately following item number 8 of the first
                  recital is amended in its entirety to read as follows:

                  The various items referred to in paragraph Nos. 1, 2, 3, 4, 7
                  and 8, above, shall be collectively referred to herein as the
                  "Mortgaged Property". Notwithstanding anything to the contrary
                  contained herein, it is understood and agreed that the
                  Mortgaged Property does not include and the Mortgagee has no
                  lien or security interest in the following property: all
                  accounts receivable of the Mortgagor, all stock in Ocean Spray
                  Cranberries, Inc. owned by the Mortgagor and all Letters of
                  Allocation issued by Ocean Spray Cranberries, Inc. to the
                  Mortgagor. It is understood and agreed that the Mortgagee has
                  a first priority lien on Crops. "Crops" shall mean all crops,
                  now or hereafter growing or to be grown on the Premises,
                  including but not limited to cranberries, until the crops have
                  been harvested, or until the vines growing on the Premises
                  have been severed, as allowed under this Mortgage, and removed
                  from the Mortgaged Property. Once the crops are harvested, or
                  the vines have been severed, as allowed under this Mortgage,
                  and removed from the premises, they will no longer constitute
                  Crops and Mortgagee shall have no further interest in the
                  crops or the proceeds thereof. In the event of a default by
                  Mortgagor prior to said harvesting of the Crops or severance
                  of the vines, Mortgagee shall retain its lien on the Crops and
                  vines, including products and proceeds thereof.

                                       5

         d.       Paragraph 4(d)(v) is amended in its entirety to state:
                  Mortgagor may not place a lien on Crops, but this shall not
                  prohibit a Permitted Lien, as otherwise allowed under this
                  Mortgage, which arises as a matter of law on the Crops.

         e.       Paragraph 6 is modified to add after the words "may sell by
                  mowing up to ten (10%) of the vines from bog acreage each
                  calendar year" the words ", provided that Mortgagor is not in
                  default under this Mortgage."

         f.       Paragraph 9, is amended to provide that Mortgagee consents to
                  the purchase of a controlling ownership interest in Mortgagor
                  by Sun Northland LLC and agrees that purchases by Sun Capital
                  Partners II, LP, or a majority owned subsidiary thereof shall
                  not be prohibited or limited by Paragraph 9.

         g.       Paragraph 14(a) is amended in its entirety to read as follows:

                  (a)      Mortgagor shall maintain a ratio of 1 to 1 of current
                           assets to current liabilities, beginning as of the
                           end of the Mortgagor's fiscal year ending in 2002.

         h.       Paragraph 14(b) is deleted in its entirety.

         i.       Paragraph14(f) is amended to delete the words "to be less than
                  1.25 to 1.0 computed at the end of each fiscal year", and to
                  substitute therefore the words "be less than 1.0 to 1.0
                  computed for the fiscal year ending in 2002, and not less than
                  1.25 to 1.0 computed at the end of the Mortgagor's fiscal year
                  ending in 2003 and at the end of each of the Mortgagor's
                  fiscal years thereafter."

         j.       Paragraph 15(a), as modified, is deleted in its entirety.

         k.       Paragraph 15(f) is amended in its entirety to read as follows:

                  (f)      Mortgagor shall not place any lien on Crops growing
                           or to be grown on the Premises. Mortgagor may not
                           place a lien on the cranberry vines that could attach
                           prior to severance of the vines, as allowed pursuant
                           to this Mortgage, and removal from the Mortgaged
                           Property. Nothing herein shall prohibit a Permitted
                           Lien, as otherwise allowed under this Mortgage, which
                           arises as a matter of law on the Crops or vines.
                           Mortgagor will not assign the whole or any part of
                           the rents, issues or profits arising from the
                           Mortgaged Property, except for agreements by which
                           Mortgagor contracts for the

                                       6


                           processing or sale of crops grown by Mortgagor or the
                           proceeds thereof, or the sale of vines that have been
                           severed, as allowed pursuant to this Mortgage, and
                           removed from the Mortgaged Property, but none of said
                           agreements shall create a lien upon the Mortgaged
                           Property or bind the Mortgagee in any respect, except
                           to the extent that such lien is a Permitted Lien as
                           allowed hereunder, without the written consent of the
                           Mortgagee, and any assignment thereof shall be null
                           and void; that in the event of any default by the
                           Mortgagor in the performance of any of the terms,
                           covenants and provisions of this Mortgage or the
                           Note, it shall be lawful for the Mortgagee to enter
                           upon and take possession of the Mortgaged Property
                           with or without the appointment of a receiver, or an
                           application therefor, and to let the same, either in
                           its own name, or in the name of the Mortgagor, and to
                           receive the rents, issues and profits of the
                           Mortgaged Property, to the extent provided herein,
                           and to apply the same, after the payment of all
                           necessary charges and expenses, on account of the
                           amount hereby secured; that said rents and profits
                           are, in the event of any such default, and except as
                           otherwise set forth herein, hereby assigned to the
                           Mortgagee; and that upon notice and demand, the
                           Mortgagor will transfer and assign to the Mortgagee,
                           in form satisfactory to the Mortgagee, the lessor's
                           interest in any lease now or hereafter affecting the
                           whole or any part of the Mortgaged Property."

         l.       Paragraph 15(l)(2) is amended to add at the end of the
                  paragraph "other than benefit plans assumed in connection with
                  Mortgagor's purchase of the assets of Minot Food Packers,
                  Inc.".

         m.       A new sentence is added at the end of the first full paragraph
                  of Paragraph 17, which sentence shall read as follows: Any
                  default on any other secured indebtedness of Mortgagor,
                  whether to Mortgagee or otherwise, which default is not cured
                  within any applicable cure period, but in no event shall such
                  cure period exceed thirty (30) days, shall be considered a
                  default under this Mortgage.

$10,500,000 MORTGAGE

4.       The $10,500,000 Mortgage is modified as follows:

         a.       Subparagraph (a) of the first recital is amended in its
                  entirety to read as follows:


                                       7



                        (a) the payment of an indebtedness in the initial
                  principal sum of SEVENTEEN MILLION DOLLARS ($17,000,000) and
                  the payment of an indebtedness in the initial principal sum of
                  TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,500,000),
                  lawful money of the United States, to be paid with interest
                  thereon according to a certain Secured Promissory Note dated
                  June 14, 1989 and a certain Secured Promissory Note dated July
                  9, 1993, respectively, and all replacements, restatements,
                  amendments and other modifications thereto (said Notes are
                  hereafter collectively referred to as the "Note").

         b.       Item number 2 of the first recital is amended in its entirety
                  to read as follows:

                  2.       All machinery, tractors, trucks and other motor
                           vehicles (but excluding titled motor vehicles),
                           apparatus, equipment, irrigation pumps, motors and
                           distribution systems, fittings, fixtures, and
                           articles of personal property of every kind and
                           nature whatsoever, other than consumable goods, now
                           or hereafter located in or upon the Premises or any
                           part thereof and used or usable, but excluding
                           equipment used at other bogs as described below, in
                           connection with any present or future operations on
                           the Premises, (hereinafter called "Equipment") and
                           now owned or hereafter acquired by the Mortgagor (the
                           Equipment is more specifically described in Exhibit C
                           which is attached hereto and incorporated herein by
                           reference); and all of the right, title and interest
                           of the Mortgagor in and to any equipment which may be
                           subject to any title retention or security agreement
                           superior in lien to the lien of this Mortgage; the
                           term "Equipment" shall include all machinery,
                           apparatus, equipment, fittings, fixtures, and
                           articles of personal property on the Premises,
                           whether or not the same are annexed to said real
                           estate and whether or not the same are also used in
                           the operation of any building located thereon, but
                           shall not include trade inventory or consumable
                           goods. It is understood and agreed that all Equipment
                           is part and parcel of said real estate and
                           appropriated to the use of said real estate and,
                           whether affixed or annexed or not, shall for the
                           purpose of this Mortgage be deemed conclusively to be
                           real estate and conveyed hereby.

                           The Mortgagee acknowledges that the Mortgagor
                           operates certain cranberry bogs in addition to the
                           Premises which are the subject of this Mortgage, and
                           that the Mortgagee has certain additional equipment
                           and motor vehicles, not subject to the lien of this
                           Mortgage, which is either used exclusively at the
                           other bogs or is shared between the various bogs.
                           Subject to the sharing of

                                       8


                           equipment referred to above, the Mortgagor hereby
                           warrants to the Mortgagee that the equipment
                           identified on Exhibit C, which is attached hereto and
                           incorporated herein by reference, includes all the
                           equipment which is necessary for raising and
                           harvesting cranberries on the Premises. Subject to
                           the sharing of equipment referred to above, the
                           Mortgagor covenants that it will at all times during
                           the term of the Note, maintain on the Premises and
                           subject to the lien of this Mortgage, at a minimum,
                           all the equipment which is necessary for raising and
                           harvesting cranberries on the Premises.

                  c.       Item Number 3 of the first recital is amended in its
                           entirety to read as follows:

                           "3.      All Agreements, Leases and Permits held by
                                    the Mortgagor and relating to the
                                    Mortgagor's operation of the Premises
                                    excepting only that certain Supply Agreement
                                    dated June 11, 1992, by and between the
                                    Mortgagor and Cliffstar Corporation and that
                                    certain Supply Agreement dated June 10, 1992
                                    by and between the Mortgagor and Clement
                                    Pappas & Co., Inc. and other agreements by
                                    which Mortgagor contracts for the processing
                                    or sale of crops grown by Mortgagor or the
                                    proceeds thereof, or for the sale of vines
                                    severed by Mortgagor as allowed by the terms
                                    of this Mortgage, but none of the Agreements
                                    excepted from the lien of this Mortgage
                                    shall create a lien upon the Mortgaged
                                    Property or bind the Mortgagee in any
                                    respect, except to the extent that such lien
                                    is a Permitted Lien as allowed hereunder.
                                    (The Mortgagor has also executed an
                                    Assignment Of Agreements, Leases and
                                    Permits, bearing even date herewith,
                                    relating to Agreements, Leases and Permits
                                    held by Mortgagor)."

                  d.       The first full paragraph appearing on page 3 of the
                           Mortgage is amended in its entirety and restated to
                           read as follows:

                                    It is understood and agreed that the
                                    Mortgagee has a first priority lien on
                                    Crops. "Crops" shall mean all crops now or
                                    hereafter growing or to be grown on the
                                    Premises, including but not limited to
                                    cranberries, until the crops have been
                                    harvested, or until the vines growing on the
                                    Premises have been severed, as allowed by
                                    the terms of this Mortgage, and removed from
                                    the Mortgaged Property. Once the crops are
                                    harvested, or the vines have been severed,
                                    as allowed by the terms of this Mortgage,
                                    and removed from the Mortgaged

                                       9


                                    Property, they will no longer constitute
                                    Crops, and Mortgagee shall have no further
                                    interest in the crops or the proceeds
                                    thereof. In the event of a default by
                                    Mortgagor prior to said harvesting of the
                                    Crops or severance of the vines, Mortgagee
                                    shall retain its lien on the Crops and
                                    vines, including products and proceeds
                                    thereof.

                  e.       Paragraph 4.b. is deleted in its entirety.

                  f.       Subparagraph 5.f., including all its
                           sub-subparagraphs, is amended in its entirety to
                           state: Mortgagor may not place a lien on Crops, but
                           this shall not prohibit a Permitted Lien, as
                           otherwise allowed under this Mortgage, which arises
                           as a matter of law on the Crops.

                  g.       Paragraph 7 is amended to delete the words "up to
                           fifteen (15%) percent of the vines" and to substitute
                           the words "up to ten (10%) percent of the vines".

                  h.       Paragraph 10, is amended to provide that Mortgagee
                           consents to the purchase of a controlling ownership
                           interest in Mortgagor by Sun Northland LLC and agrees
                           that purchases by Sun Capital Partners II, LP, or a
                           majority owned subsidiary thereof shall not be
                           prohibited or limited by Paragraph 10.

                  i.       Paragraph 15(a) is amended in its entirety to read as
                           follows:

                           (a)      Mortgagor shall maintain a ratio of 1 to 1
                                    of current assets to current liabilities,
                                    beginning as of the end of the Mortgagor's
                                    fiscal year ending in 2002.

                  j.       Paragraph 15(c) is deleted in its entirety.

                  k.       Paragraph 15(d) is amended to delete the words "to be
                           less than 1.25 to 1.0 computed at the end of each
                           fiscal year", and to substitute therefor the words
                           "be less than 1.0 to 1.0 computed for the fiscal year
                           ending in 2002, and not less than 1.25 to 1.0
                           computed at the end of the Mortgagor's fiscal year
                           ending in 2003 and at the end of each of the
                           Mortgagor's fiscal years thereafter."

                  l.       Paragraph 15(k) is deleted in its entirety.

                  m.       Paragraph 16(b) is amended in its entirety and
                           restated to read as follows:

                                    Mortgagor may not place a lien on Crops or
                                    cranberry vines which could attach to such
                                    vines prior to their severance, as allowed


                                       10


                                    under this Mortgage, and removal from the
                                    Mortgaged Property.

                  n.       Paragraph 16(g) is amended in its entirety to read as
                           follows:

                                    Mortgagor shall not place any lien on Crops
                                    growing or to be grown on the Premises.
                                    Mortgagor may not place a lien on the
                                    cranberry vines which could attach prior to
                                    their severance, as allowed under this
                                    Mortgage, and removal from the Mortgaged
                                    Property. Nothing herein shall prohibit a
                                    Permitted Lien, as otherwise allowed under
                                    this Mortgage, which arises as a matter of
                                    law on the Crops or vines. Mortgagor will
                                    not assign the whole or any part of the
                                    rents, issues or profits arising from the
                                    Mortgaged Property, except for agreements by
                                    which Mortgagor contracts for the processing
                                    or sale of crops grown by Mortgagor or the
                                    proceeds thereof, or the sale of vines which
                                    have been severed, as allowed under this
                                    Mortgage, and removed from the Mortgaged
                                    Property, but none of said agreements shall
                                    create a lien upon the Mortgaged Property or
                                    bind the Mortgagee in any respect, except to
                                    the extent that such lien is a Permitted
                                    Lien as allowed hereunder, without the
                                    written consent of the Mortgagee, and any
                                    assignment thereof shall be null and void;
                                    that in the event of any default by the
                                    Mortgagor in the performance of any of the
                                    terms, covenants and provisions of this
                                    Mortgage or the Note, it shall be lawful for
                                    the Mortgagee to enter upon and take
                                    possession of the Mortgaged Property with or
                                    without the appointment of a receiver, or an
                                    application therefor, and to let the same,
                                    either in its own name, or in the name of
                                    the Mortgagor, and to receive the rents,
                                    issues and profits of the Mortgaged
                                    Property, to the extent provided herein, and
                                    to apply the same, after the payment of all
                                    necessary charges and expenses, on account
                                    of the amount hereby secured; that said
                                    rents and profits are, in the event of any
                                    such default, and except as otherwise set
                                    forth herein, hereby assigned to the
                                    Mortgagee; and that upon notice and demand,
                                    the Mortgagor will transfer and assign to
                                    the Mortgagee, in form satisfactory to the
                                    Mortgagee, the lessor's interest in any
                                    lease now or hereafter affecting the whole
                                    or any part of the Mortgaged Property."

                  o.       Paragraph 16(i) is amended by deleting the words
                           "bearing even date herewith", and to delete the words
                           "excepting the indebtedness of Mortgagor to Mortgagee
                           evidenced by that certain Secured Promissory Note in
                           the original principal amount of $17,000,000

                                       11


                           dated June 14, 1989".

                  p.       Paragraph 16(m)(2) is amended to add at the end of
                           the paragraph "other than benefit plans assumed in
                           connection with Mortgagor's purchase of the assets of
                           Minot Food Packers, Inc.".

                  q.       A new sentence is added at the end of the first full
                           paragraph of Paragraph 18, which sentence shall read
                           as follows: Any default on any other secured
                           indebtedness of Mortgagor, whether to Mortgagee or
                           otherwise, which default is not cured within any
                           applicable cure period, but in no event shall such
                           cure period exceed thirty (30) days, shall be
                           considered a default under this Mortgage.

MISCELLANEOUS PROVISIONS:

5.       Mortgagor shall pay, upon execution of this Agreement, all expenses
         incurred by Mortgagee, including attorneys fees and title company
         charges, relating to this Modification Agreement and the Forbearance
         Agreements which preceded this Agreement.

6.       In order to induce Mortgagee to enter into this Agreement, and in
         recognition of the fact that Mortgagee is acting in reliance thereupon,
         the Mortgagor hereby covenants, represents and warrants to Mortgagee
         that:

         a.       The Mortgagor is duly incorporated, validly existing and in
                  good standing under the laws of the State of Wisconsin and has
                  the power and authority and the legal right to own and operate
                  its property, to lease the property it operates, and to
                  conduct the business in which it is currently engaged.

         b.       The chief executive office of the Mortgagor is, and continues
                  to be, located at 800 First Avenue South, Wisconsin Rapids,
                  Wisconsin 54495-8020.

         c.       The Mortgagor has the power and authority to enter into,
                  deliver, issue and perform all of its obligations under this
                  Agreement. This Agreement, when duly executed and delivered on
                  behalf of the Mortgagor, will constitute the legal, valid and
                  binding obligations of the Mortgagor enforceable against the
                  Mortgagor in accordance with its terms, except as limited by
                  bankruptcy, insolvency or similar laws of general
                  applicability affecting the exercise of creditors' rights and
                  general principles of equity.

         d.       No consent or authorization of, filing with, or act by or in
                  respect of any governmental authority is required in
                  connection with the

                                       12


                  execution, delivery, performance, validity or enforceability
                  of this Agreement. The execution, delivery and performance of
                  this Agreement (i) has been duly authorized by all necessary
                  action, where applicable, (ii) will not violate any
                  requirement of law or any contractual obligation of the
                  Mortgagor and (iii) will not result in, or require, the
                  creation or imposition of any lien on any of its properties or
                  revenues pursuant to any requirement of law or contractual
                  obligation.

         e.       No information, financial statement, exhibit or report
                  furnished by the Mortgagor to Mortgagee in connection with the
                  negotiation of, or pursuant to, this Agreement contains any
                  material misstatement of fact, omits to state a material fact,
                  or omits any fact necessary to make the statements contained
                  therein, in light of the circumstances in which they were
                  made, not misleading.

         f.       The Mortgagor acknowledges and agrees that the Notes,
                  Mortgages and other collateral documents are legal, valid and
                  binding obligations of the Mortgagor and are enforceable in
                  accordance with their terms, except as limited by bankruptcy,
                  insolvency or similar laws of general applicability affecting
                  the exercise of creditors' rights and general principles of
                  equity. The Mortgagor acknowledges and agrees that the
                  Mortgages grant to Mortgagee valid and subsisting mortgage
                  liens and security interest in all of the Collateral, and that
                  Mortgagee's mortgage liens and security interests were
                  properly perfected in accordance with applicable law.

7.       In the event the Mortgagor (a) files any voluntary petition under any
         Chapter of the United States Bankruptcy Code, 11 U.S.C.ss.ss.101 et
         seq. ("Bankruptcy Code") or in any manner seeks any relief under any
         other state, federal or other insolvency law or laws providing for
         relief of debtors, or directly or indirectly cause a filing of any such
         petition or to seek any such relief; or (b) is named as a debtor or
         alleged debtor in any involuntary petition filed under any Chapter of
         the Bankruptcy Code, which petition is not dismissed within sixty (60)
         days; or (c) directly or indirectly causes the Collateral or any
         interest of the Mortgagor in the Collateral to become the property of
         any bankruptcy estate or the subject of any state, federal or other
         bankruptcy, dissolution, liquidation or insolvency proceeding, then the
         Mortgagor hereby expressly agrees to the lifting of the automatic stay
         by the appropriate Bankruptcy Court "for cause" pursuant to Section
         362(d)(1) of the Bankruptcy Code. Said Bankruptcy Court shall be, and
         hereby is, authorized to enter an order lifting the automatic stay
         without the necessity of an evidentiary hearing and without the
         necessity of Mortgagee establishing the lack of adequate protection of
         its interests in the Collateral or the Mortgagor's lack of equity in
         the Collateral and lack of necessity of the



                                       13


         Collateral for an effective bankruptcy reorganization. The automatic
         stay shall be lifted within thirty (30) days of filing the applicable
         motion.

8.       No course of dealing between Mortgagee and any other party hereto or
         failure or delay on the part of Mortgagee in exercising any rights or
         remedies hereunder shall operate as a waiver of any rights or remedies
         of Mortgagee under this or any other agreement. No single or partial
         exercise of any rights or remedies hereunder shall operate as a waiver
         or preclude the exercise of any other rights or remedies hereunder.

9.       This Agreement and the other documents referred to herein contain the
         entire agreement between Mortgagee and the Mortgagor with respect to
         the subject matter hereof, superseding all previous communications and
         negotiations, and no representation, undertaking, promise or condition
         concerning the subject matter hereof shall be binding upon Mortgagee
         unless clearly expressed in this Agreement. No statement or writing
         subsequent to the date hereof which purports to modify or add to the
         terms or conditions hereof shall be binding unless contained in a
         writing which makes specific reference to this Agreement and which is
         signed by all parties hereto.

10.      THE MORTGAGOR AND MORTGAGEE AGREE THAT THIS AGREEMENT IS IN THE BEST
         INTERESTS OF BOTH THE MORTGAGOR AND LENDER. THE MORTGAGOR ACKNOWLEDGES
         AND AGREES THAT MORTGAGEE HAS ACTED IN GOOD FAITH IN ITS DEALINGS WITH
         THE MORTGAGOR WITH RESPECT TO THE LOAN, THE LOAN DOCUMENTS AND THIS
         AGREEMENT AND THAT NEITHER MORTGAGEE NOR ITS AFFILIATES, OFFICERS,
         DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, ATTORNEYS AND
         EMPLOYEES, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE
         "RELEASED PARTIES") HAS COMMITTED ANY ACTS OR OMISSIONS WITH RESPECT TO
         THIS AGREEMENT, THE LOAN, AND/OR THE LOAN DOCUMENTS WHICH PRODUCE
         CLAIMS OF BAD FAITH, DURESS, EXCESSIVE CONTROL, JOINT VENTURE, OR
         OTHERWISE. THE MORTGAGOR DOES HEREBY EXPRESSLY REMISE, RELEASE, ACQUIT,
         AND DISCHARGE ALL ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, DUES, SUMS
         OF MONEY, ACCOUNTS, COVENANTS, CONTRACTS, DAMAGES, CLAIMS AND DEMANDS
         WHATSOEVER, IN LAW OR IN EQUITY WHICH THEY EVER HAD, OR NOW HAVE
         AGAINST MORTGAGEE, AND THE RELEASED PARTIES RESULTING FROM, OR RELATING
         TO, OR IN ANY WAY ARISING OUT OF MORTGAGEE'S ADMINISTRATION OR HANDLING
         OF THE LOAN, THE LOAN DOCUMENTS, AND THIS AGREEMENT AND WHETHER DUE TO
         THE NEGLIGENCE, MALFEASANCE, MISFEASANCE, OR NONFEASANCE OF MORTGAGEE
         AND/OR THE RELEASED

                                       14


         PARTIES IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO
         THE BORROWER/LENDER RELATIONSHIPS EXISTING, AND HEREBY ACKNOWLEDGED TO
         EXIST, BETWEEN THE MORTGAGOR AND MORTGAGEE. IT IS UNDERSTOOD AND AGREED
         THAT THIS RELEASE IS NOT TO BE CONSTRUED AS AN ADMISSION OF LIABILITY
         ON THE PART OF MORTGAGEE OR THE RELEASED PARTIES

11.      This Agreement may be signed in any number of counterparts with the
         same effect as if the signatures thereto and hereto were upon the same
         instrument.

12.      This Agreement is solely for the benefit of the parties hereto and
         their permitted successors and assigns. No other person or entity shall
         have any rights under, or because of the existence of, this Agreement.

13.      If any term or provision of this Agreement or the application thereof
         to any party or circumstance shall be held to be invalid, illegal or
         unenforceable in any respect by a court of competent jurisdiction, the
         validity, legality and enforceability of the remaining terms and
         provisions of this Agreement shall not in any way be affected or
         impaired thereby, and the affected term or provision shall be modified
         to the minimum extent permitted by law so as to achieve most fully the
         intention of this Agreement.

14.      All of the provisions of the Notes and Mortgages shall remain in full
         force and effect except as herein specifically modified and this
         Agreement is made upon the express condition that the Mortgagor is
         vested with the fee simple title to the Premises covered by the
         Mortgages. And the said Mortgagor in consideration of the granting of
         this Modification further covenants and agrees to pay and comply with
         the terms and conditions of the Notes and Mortgages as herein modified,
         and nothing herein contained shall invalidate any of the security now
         held for the payment of said debts. This Agreement shall bind and
         insure to the benefit of the parties, their heirs, legal
         representatives, successors and assigns.

15.      This Modification Agreement is to be construed according to and
         governed by the laws of the State of Wisconsin. This is an amendment
         and not a novation. This Modification Agreement shall be recorded at
         the Register of Deeds office in each county where the Premises are
         located. Therefore, this Modification Agreement shall be executed in
         multiple duplicate originals, each of which shall be considered an
         original document.




                                       15

         IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have duly executed
and delivered this Modification Agreement as of the day and year first above
written.

NORTHLAND CRANBERRIES, INC.


By:  /s/ John Swendrowski
   ----------------------------
   John Swendrowski, President
   and CEO

Attest: /s/ Jeffrey J. Jones
       ------------------------
       Jeffrey J. Jones,
       Assistant Secretary
       print name and title


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES



By: /s/ Eric R. Linge
   ----------------------------
   Eric R. Linge, Vice President


Attest: /s/ Beverly M. Sacks
       ------------------------
       Beverly M. Sacks,
       Assistant Secretary


STATE OF ILLINOIS    )
                     ) SS.
COUNTY OF COOK       )

         The foregoing instrument was acknowledged before me this 5th day of
November, 2001, by John Swendrowski and Jeffrey Jones who are the President and
Assistant Secretary, respectively of Northland Cranberries, Inc. on behalf of
that corporation.


                                                /s/ Karen S. Diana
                                                --------------------------------


                                                Notary Public, State of Illinois
                                                My Commission 5/27/03



STATE OF MISSOURI       )
                        ) SS.
COUNTRY OF ST. LOUIS    )

         The foregoing instrument was acknowledged before me this 2nd day of
November, 2001, by Eric R. Linge and Beverly M. Sacks who are the vice president
and assistant secretary, respectively, of The Equitable Life Assurance Society
and the United States on behalf of that corporation.

                                                /s/ Barbara M. Eaton
                                                --------------------------------


                                                Notary Public, State of Missouri
                                                My commission expires: 5/28/04


THIS DOCUMENT DRAFTED BY AND AFTER
RECORDING SHOULD BE RETURNED TO:
Attorney Gregory E. Scallon
DeWitt Ross & Stevens s.c.
8000 Excelsior Drive, Suite 400
Madison, Wisconsin  53717

EX-10.10

                    [NORTHLAND CRANBERRIES, INC. LETTERHEAD]



September 7, 2001


VIA FACSIMILE (508) 228-5630

Reade, Gullicksen, Hanley & Gifford, LLP
Attn:  Whitney A. Gifford
Six Young's Way
Nantucket, MA  02554

Re:      Cranberry Lease

Dear Whitney:

This letter follows a telephone conversation we had on September 5, 2001,
relating to my recent meeting on Nantucket with members of the Board of Trustees
for the Foundation. At that meeting, Northland, through the undersigned,
suggested ways and means for termination of the remaining leasehold obligations
of Northland and for the satisfaction of all accrued and unpaid bills owed to
the Foundation. Your telephone conversation with me was a counter-proposal, to
wit:

1.       Northland would operate the bogs until December 31, 2001. In doing so,
         it would harvest this year's crop and complete normal maintenance
         following the harvest.

2.       All debts including, but not limited to, unpaid past rent or future
         rent, taxes and payments for past sand usage would be forgiven.

3.       All future obligations of Northland to maintain the properties would
         terminate and the lease terms would be considered null and void.

4.       An independent outside environmental Phase I audit would be completed
         on the properties, and the parties would split the cost of said audit,
         Northland to assume any amounts over $20,000.00.

5.       Northland would remove any and all hazardous materials, debris,
         rubbish, all abandoned equipment from the property except for those
         items used in the day to day operation of the business.

6.       Northland would remove equipment and/or personal property from the bog
         with a total value of $200,000.00. The equipment to be removed shall be
         deducted from and the values of individual items tabulated from the
         attached list of total equipment at the bog. Both parties shall agree
         on the individual items to be removed. It is the intent of the parties
         that they agree to leave sufficient equipment for the operation of the
         bog.


September 7, 2001
Page 2


I hope that I have stated the Foundation's counter offer correctly. If I have
done so, I am asking you to acknowledge this fact and confirm this offer by
placing the proper signature at the bottom of this letter.

In sending this letter and making that acknowledgement, both Northland and the
Foundation understand that the acceptance or rejection of this offer will be at
the discretion of Northland and its current and/or future mortgagee.

As soon as we receive the executed copy of this letter, we will forward the same
to our bank group for consideration.

Very truly yours,                               Acknowledgement

NORTHLAND CRANBERRIES, INC.                     NANTUCKET CONSERVATION
                                                 FOUNDATION

/s/ David J. Luka
- -------------------------------
David J. Lukas                                  By:   /s/
Senior Vice President - Administration              ----------------------------
  and Corporate Counsel
                                                By:   /s/
                                                    ----------------------------

EX-10.11

                                                                  Execution Copy

                           NORTHLAND CRANBERRIES, INC.

                     SEVERANCE AND NONCOMPETITION AGREEMENT

         THIS SEVERANCE AGREEMENT (this "Agreement") is entered into as of
November 6, 2001, by and between John Swendrowski ("Executive") and Northland
Cranberries, Inc., a Wisconsin corporation (the "Company"). The Company and
Executive are sometimes collectively referred to herein as the "Parties" and
individually as a "Party".

         WHEREAS, Executive is an employee of the Company;

         WHEREAS, the Company desires to provide, and Executive desires to
receive, certain severance benefits subject to the terms and conditions set
forth in this Agreement;

         WHEREAS, the Company and Sun Northland, LLC, a Delaware limited
liability company ("Sun") are parties to a Stock Purchase Agreement, of even
date herewith (the "Stock Purchase Agreement"), whereby Sun shall purchase
shares of the Company's Class A Common Stock, par value $.01 per share and
shares of the Company's Series A Preferred Stock, par value $.01 per share;

         WHEREAS, it is a condition of the Stock Purchase Agreement that
Executive enter into this Agreement;

         In consideration of the mutual covenants and agreements set forth
herein, the Parties agree as follows:

1.       Severance Payments.

         (a) If prior to the one year anniversary of the date hereof Executive's
employment with the Company is terminated by the Company or its successors in
interest without Cause or if Executive resigns for Good Reason, Executive shall
be entitled to continue to receive his then-current base salary, which shall be
no lower than his base salary as of the date hereof (the "Base Salary") payable
in regular semi-monthly installments as special severance payments for
six-months from the date of termination, and Executive shall not be entitled to
any other salary, compensation or benefits after termination of his employment
except as otherwise provided herein.

         (b) If Executive's employment with the Company is terminated by the
Company for Cause, or upon Executive's resignation without Good Reason, death or
mental or physical disability or incapacity (as determined by the board of
directors (the "Board") of the Company in its good faith judgment) or after the
one year anniversary of the date hereof, Executive shall only be entitled to
receive his Base Salary through the date of termination and shall not be
entitled to any other salary, compensation or benefits from the Company or its
Subsidiaries thereafter other than as provided herein.




         (c) Except as otherwise expressly provided herein, all of Executive's
rights to salary, bonuses, fringe benefits and other compensation hereunder or
under any other agreement which accrue or become payable after the termination
or expiration of Executive's employment with the Company shall cease upon such
termination or expiration, other than those expressly required under applicable
law (such as under the Company's 401(k) plan and the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA")). The Company may offset any amounts
Executive owes it or its Subsidiaries against any amounts it or its Subsidiaries
owes Executive. Notwithstanding the foregoing, during the Post-Severance Period,
if any, the Company shall pay 100% of the cost of Executive's health insurance
premiums.

     2.   Noncompetition and Nonsolicitation Agreement

         (a) Noncompetition. Executive agrees that during the Non-Competition
Period, he shall not, directly or indirectly, either for himself or for any
other person, partnership, corporation or company, participate in any business
or enterprise which is a direct and substantial competitor of the Company or its
Subsidiaries as of the date he ceased to be employed by the Company and which is
located in the United States. For purposes of this Agreement, the term
"participate" shall be limited to the performance of services that are the same
or substantially similar to the services Executive provided to the Company
during the period of his employment with the Company. Executive agrees that this
covenant is reasonable with respect to its duration, geographical area and
scope.

         (b) Nonsolicitation of Employees. Executive agrees that during the
Non-Competition Period, he shall not induce or attempt to induce any employee of
the Company or any of its Subsidiaries to leave their employ or in any way
interfere with the relationship between the Company or any of its Subsidiaries
and any of their employees.

         (c) Nonsolicitation of Former Employees. Executive agrees that during
the Non-Competition Period, he shall not hire any person who was an employee of
the Company or any Subsidiary at any time during Executive's employment with the
Company.

         (d) Nonsolicitation of Customers. Executive agrees that during the
Non-Competition Period, he shall not solicit any customer of the Company, or
induce or attempt to induce any customer of the Company from ceasing doing
business with the Company or decreasing the amount of business such customer
does with the Company including, without limitation, customers such as
supermarkets, convenience stores, and other markets which sell the Company's
products.

         (e) Nonsolicitation of Company Relationships. Executive agrees that
during the Non-Competition Period, he shall not induce or attempt to induce any
supplier, vendor, licensee, licensor, franchisee or other business relation of
the Company or any of its Subsidiaries to cease doing business with them or in
any way interfere with the relationship between the Company or any of its
Subsidiaries and any such person or business relation (including, without
limitation, making any negative statements or communications about the Company
or its Subsidiaries).

         (f) Right to Relief. Executive agrees that the Company would suffer
irreparable harm from a breach of any of the covenants or agreements contained
in this Section 2. In the


                                      -2-


event of an alleged or threatened breach by Executive of any of the provisions
of this Section 2, the Company or their successors or assigns may, in addition
to all other rights and remedies existing in its favor, apply to any court of
competent jurisdiction for specific performance and / or injunctive or other
relief in order to enforce or prevent any violations of the provisions hereof
(including the extension of the Non-Competition Period) by a period equal to the
length of the violation of this Section 2. In the event of an alleged breach or
violation by Executive of any of the provisions of this Section 2, the
Non-Competition Period shall be tolled until such alleged breach or violation
has been duly cured. Executive agrees that these restrictions are reasonable.

     3.  Confidential Information.

         (a) Third Party Information. Executive understands that the Company and
its affiliates will receive from third parties confidential or proprietary
information ("Third Party Information") subject to a duty on the Company's and
its affiliates' part to maintain the confidentiality of such information and to
use it only for certain limited purposes. During the Executive's employment with
the Company and thereafter, Executive will hold Third Party Information in the
strictest confidence and will not disclose to anyone (other than personnel of
the Company or its affiliates who need to know such information in connection
with their work for the Company or its affiliates) or use, except in connection
with his work for the Company or its affiliates, Third Party Information unless
expressly authorized by the Board in writing or to the extent that the
aforementioned matters become generally known to and available for use by the
public as a result of the Company's disclosure of such information in its public
filings.

         (b) Confidential Information. Executive acknowledges that the
information, observations and data relating to the business of the Company and
its Subsidiaries which Executive has obtained as an employee, officer, director
and stockholder of the Company are the property of the Company. Executive agrees
that, to the extent such confidential information does not constitute a Trade
Secret, during the Executive's employment with the Company and for 18 (eighteen)
months thereafter, he shall not use for his own purposes or disclose to any
third party any of such information, observations or data without the prior
written consent of the Board, unless and to the extent that the aforementioned
matters become generally known to and available for use by the public other than
as a result of Executive's acts or omissions. Executive agrees that, to the
extent such confidential information does constitute a Trade Secret, during the
Executive's employment with the Company and thereafter until such information is
no longer a Trade Secret, he shall not use for his own purposes or disclose to
any third party any of such information, observations or data without the prior
written consent of the Board. Executive shall either destroy (and deliver to the
Company a written certification that he destroyed) or deliver to the Company
immediately upon termination of employment with the Company for any reason
(whether by resignation, death, disability or termination with or without
Cause), or at any other time, the Board may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documentation (and copies thereof) relating to the business of the Company and
its Subsidiaries which Executive may then possess or have under his control.

         (c) Inventions and Patents. Executive acknowledges that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports and all similar or related information (whether patentable or not) which
relate to the actual or anticipated business, research and development or
existing or future products or services of the Company


                                      -3-


and its Subsidiaries and which are conceived, developed or made by him at any
time he is an employee of the Company ("Work Product") are "Works Made for Hire"
and belong to the Company. To the extend any Work Product is not a "Work Made
for Hire", Executive hereby assigns and agrees to assign to the Company all
rights in and to such Work Product. Executive shall promptly disclose all Work
Product to the Board and perform all actions reasonably requested by the Board
(whether during or after the Executive's employment with the Company) to
establish and confirm such ownership (including, without limitation,
assignments, powers of attorney and other instruments).

         4. Additional Acknowledgments. Executive acknowledges that the
provisions of this Agreement are in consideration of Executive's continued
employment with the Company and other good and valuable consideration as set
forth in this Agreement. In addition, Executive agrees and acknowledges that the
restrictions contained in Sections 2 and 3 do not preclude Executive from
earning a livelihood. In addition, Executive agrees and acknowledges that the
potential harm to the Company of the non-enforcement of Sections 2 and 3
outweighs any potential harm to Executive of its enforcement by injunction or
otherwise. Executive acknowledges that he has carefully read this Agreement and
has given careful consideration to the restraints imposed upon Executive by this
Agreement, and is in full accord as to their necessity for the reasonable and
proper protection of confidential and proprietary information of the Company now
existing or to be developed in the future.

         5. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, sent by reputable overnight
courier service or mailed by first class mail, return receipt requested, to the
recipient at the address below indicated:

                Notices to Executive:

                John Swendrowski
                c/o Northland Cranberries, Inc.
                800 First Avenue South
                P.O. Box 8020
                Wisconsin Rapids, WI 54495-8020
                Fax:  (715) 422-6844

                Notices to the Company:

                Northland Cranberries, Inc.
                800 First Avenue South
                P.O. Box 8020
                Wisconsin Rapids, WI 54495-8020
                Fax:  (715) 422-6844
                Attn: General Counsel


                                      -4-

                With copies to:
                Sun Northland, LLC
                c/o Sun Capital Partners, Inc.
                5200 Town Center Road, Suite 470
                Boca Raton, FL 33486
                Fax: (561) 394-0540
                Attn: C. Deryl Couch

                         and

                Kirkland & Ellis
                200 East Randolph Drive
                Chicago, Illinois 60601
                Fax:  (312) 861-2200
                Attn:  Douglas C. Gessner

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so
delivered, sent or mailed.

         6. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any action in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

         7. Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

         8. No Strict Construction. The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.

         9. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

         10. Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive, the Company and their
respective heirs, successors


                                      -5-


and assigns, except that Executive may not assign his rights or delegate his
duties or obligations hereunder without the prior written consent of the
Company.

         11. Choice of Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Wisconsin, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Wisconsin or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Wisconsin.

         12. Submission to Jurisdiction. Each Party hereto submits to the
jurisdiction of any state or federal court sitting in Milwaukee, Wisconsin, in
any action or proceeding arising out of or relating to this Agreement and agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court. Each Party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each
Party hereto waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other Party with respect thereto. Any Party may
make service on any other Party by sending or delivering a copy of the process
to the Party to be served at the address and in the manner provided for the
giving of notices in Section 5 above. Nothing in this Section 12, however, shall
affect the right of any Party to bring any action or proceeding arising out of
or relating to this Agreement in any other court or to serve legal process in
any other manner permitted by law or at equity. Each Party agrees that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or at
equity.

         13. Amendment and Waiver. The provisions of this Agreement may be
amended or waived only with the prior written consent of the Company (as
approved by the Board) and Executive, and no course of conduct or course of
dealing or failure or delay by any party hereto in enforcing or exercising any
of the provisions of this Agreement (including, without limitation, the
Company's right to terminate Executive's employment for Cause) shall affect the
validity, binding effect or enforceability of this Agreement or be deemed to be
an implied waiver of any provision of this Agreement.

         14. Definitions. As used in this Agreement, the following terms have
the following meanings:

         "Cause" means any of (i) conviction of a felony, (ii) acts of moral
turpitude, (iii) willful action taken for the purpose of harming Sun or the
Company, (iv) the engaging in an act or acts of substantial dishonesty or
unethical business conduct, in any case materially harming the Company, (v)
gross negligence or reckless activity in the conduct of the business of the
Company (including, without limitation, a material breach of any employee manual
now existing or hereinafter instituted), (vi) failure to abide by any directive
of the Board, or (vii) material abandonment of duties with respect to the
Company; provided, no termination shall be "for Cause" unless the Company has
(i) notified Executive of the act (or failure to act) constituting Cause and
provided Executive with 10 days to cure such act (or failure to act) to the
reasonable satisfaction of the Board (excluding Executive) and (ii) provided
Executive an opportunity, together with Executive's counsel, to be heard before
the Board upon the Company's receipt of a


                                      -6-


written request from the Executive within 5 days after the end of the foregoing
cure period, and such hearing shall take place within 5 days of the Company's
receipt of such notice. Any meeting of the Board or hearing for purposes of this
definition may be telephonic. Notwithstanding the foregoing, in the event
Executive objects to a termination based on any of sections (iii) through (vii)
of the definition of "Bad Cause", Executive and the Company shall arbitrate such
dispute in Chicago, Illinois, with such arbitration to be completed within 60
days of Executive's written request for such arbitration, the arbitrator will
apply Wisconsin law and the decision of the arbitrator with respect to the issue
of whether or not the definition of "Bad Cause" was met shall be final and
nonappealable.

         "Good Reason" means any reduction by the Company of Executive's annual
base salary level from its current $420,000 level.

         "Non-Competition Period" means the period beginning on the date
Executive ceases to be employed by the Company and ending on the last day of the
Post-Severance Period or, if there is no Post-Severance Period, ending on the
last day of the Severance Period; provided that (a) the Non-Competition Period
shall in no event exceed the eighteen (18) month anniversary of the date
Executive ceases to be employed by the Company, and (b) if there is no Severance
Period, there shall be no Non-Competition Period.

         "Post-Severance Period" means such period beginning immediately upon
the termination of the Severance Period and ending at such time as the Board, in
its sole discretion, shall determine, provided that Executive receives, in
regular semi-monthly installments from the Company, payments which shall be
equal to (on an annualized basis) fifty percent (50%) of his base salary from
the Company on the date he ceases to be employed by the Company. The
Post-Severance Period shall end on the date Executive ceases to receive such
regular semi-monthly installments from the Company provided in the foregoing
sentence.

         "Severance Period" means the period beginning on the date Executive
ceases to be employed by the Company and ending on the date Executive ceases to
receive severance pay (it being understood that "severance pay" means the
continuation of Executive's base salary as in effect at the time of such
termination), whether pursuant to this Agreement or whether granted at the
discretion of the Board.

         "Subsidiaries" shall mean any corporation, limited liability company or
other entity of which the securities or other ownership interests having the
voting power to elect a majority of the board of directors or other governing
body are, at the time of determination, owned by the Company, directly or
through one of more Subsidiaries.

         "Trade Secret" shall means information, including without limitation a
formula, pattern, compilation, program, device, method, technique or process
that: (1) derives independent economic value, actual or potential, from not
being generally known to, and not being easily ascertainable by proper means, by
other persons who can obtain economic value from its disclosure or use, and (2)
is the subject of efforts that are reasonable under circumstances to maintain
its secrecy.

                                    * * * * *


                                      -7-


IN WITNESS WHEREOF, the parties hereto have executed this Severance and
Noncompetition Agreement as of the date first written above.

                                          NORTHLAND CRANBERRIES, INC.


                                          By:
                                                --------------------------------
                                          Its:
                                                --------------------------------


                                           /s/ John Swendrowski
                                          --------------------------------------
                                          JOHN SWENDROWSKI

EX-23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
33-32525, 33-62723 and 333-01557 on Form S-8 and Registration Statement No.
333-08563 on Form S-4 of our report dated November 30, 2001, appearing in this
Annual Report on Form 10-K of Northland Cranberries, Inc. for the year ended
August 31, 2001.



DELOITTE & TOUCHE LLP


Milwaukee, Wisconsin
December 13, 2001